HomeMy WebLinkAbout25D - AGMT - RAILROAD SAFETYREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
AUGUST 4, 2015
TITLE:
APPROVE A COOPERATIVE AGREEMENT
WITH OCTA TO COMPLETE CLOSEOUT OF
THE AT -GRADE RAILROAD SAFETY
ENHANCEMENT PROJECT
(NON - GENERAL FUND)
{STRATE C LAN NO. 6, 1G}
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 1" Reading
❑ Ordinance on 2nd Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute Cooperative Agreement Number
C -5 -3312 in the amount of $206,208.53 with the Orange County Transportation Authority for
completion and closeout of the At -Grade Railroad Safety Enhancement Project, subject to
nonsubstantive changes approved by the City Manager and City Attorney.
DISCUSSION
Approval of the Cooperative Agreement with the Orange County Transportation Authority (OCTA)
will enable the closeout of the At -Grade Railroad Safety Enhancement Project that improved ten
Metrolink railroad crossings. OCTA has been the lead agency on this project in which costs are
being shared at 88 percent for OCTA and 12 percent for the City.
The safety enhancements were completed in 2011. However, OCTA and their contractor had
various contractual items that required some time to resolve, such that the prior agreements have
expired. To properly close out the project and enable the City to make the final payment on the
remaining invoice of $206,208.53, a new cooperative agreement is required. This new
Cooperative Agreement No C -5 -3312 (Exhibit 1) stipulates the terms, conditions, and
responsibilities for payment of funds for work already completed.
STRATEGIC PLAN ALIGNMENT
Approval of this item supports the City's efforts to meet Goal #6 Community Facilities &
Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City
assets), Strategy G (develop and implement the City's Capital Improvement Program in
coordination with the Community Investment and Deferred Maintenance Plans).
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Cooperative Agreement with OCTA
August 4, 2015
Page 2
ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.
FISCAL IMPACT
Funding for closeout of the At -Grade Railroad Safety Enhancement Project is available in
Measure M2 Local Fairshare Fund (Account No. 03217662 - 66220, Project 091745) already
appropriated to the project in prior fiscal years and Select Street Construction Fund, (Account No.
05917663- 66220, Project 091745).
Account
I Descrl tion
Amount
03217662 -66220
Measure M2 Local Fairshare
$153,428.75
05917663 -66220
_
Select Street Construction Fund
$52,779.78
Total
$206,208.53
Fred Mous6vip6ur
Executive Director
Public Works Agency
FM /EWG /MS
Exhibit: 1. Cooperative Agreement with OCTA
AS TO FUNDS & ACCOUNTS:
Executive Director
Finance & Management Services Agency
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COOPERATIVE AGREEMENT NO. C-5 -3312
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF SANTA ANA
FOR
RAIL - HIGHWAY GRADE CROSSING SAFETY ENHANCEMENTS
AND
SAFETY MEASURES RELATED TO QUIET ZONE IMPLEMENTATION FOR CITIES
THIS COOPERATIVE AGREEMENT (Agreement), is effective this day of
2015, by and between the Orange County Transportation Authority, 550 South
Main Street, P.O. Box 14184, Orange California 92663 -1584, a public corporation of the State of
California (herein referred to as "AUTHORITY") and the City of Santa Ana, 20 Civic Center Plaza,
Santa Ana, CA (hereinafter referred to as "CITY') each individually known as "Party" and collectively
known as the "Parties".
RECITALS:
WHEREAS, AUTHORITY and CITY entered into Cooperative Agreement No. C -8 -0862 dated
October 20, 2008 for the rail highway grade crossing safety enhancements and safety measures
related to quiet zone implementation (Project); and
WHEREAS, AUTHORITY and the CITY agreed to a cost saving formula of 88 percent by the
AUTHORITY and 12 percent by the CITY for the Project under the original Agreement (C- 8- 0862); and
WHEREAS, said Agreement (C -8 -0862) expired following completion of the scope of work but
prior to determination and invoicing of final project costs by the AUTHORITY; and
WHEREAS, AUTHORITY and CITY agree to enter into this cooperative agreement to allow
AUTHORITY for final invoicing to the CITY for the outstanding portion of its twelve percent (12 %) share
of costs related to the rail highway grade crossing safety enhancements and safety measures related to
Exhibit 1
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quiet zone implementation.
follows:
AGREEMENT NO. C -5 -3312
NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as
ARTICLE 1. COMPLETE AGREEMENT
A. This Agreement, including any attachments incorporated herein and made applicable by
reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this
Agreement between AUTHORITY and CITY and it supersedes all prior representations,
understandings, and communications. The invalidity in whole or in part of any term or condition of this
Agreement shall not affect the validity of other term(s) or conditions(s) of this Agreement. The above
referenced recitals are true and correct and are incorporated by reference herein.
B. AUTHORITY'S failure to insist on any instance(s) of CITY's performance of any term(s)
or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of AUTHORITY s
right to such performance or to future performance of such term(s) or condition(s), and CITY's obligation
in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall
not be binding upon AUTHORITY except when specifically confirmed in writing by an authorized
representative of AUTHORITY by way of a written amendment to this Agreement and issued in
accordance with the provisions of this Agreement.
C. CITY's failure to insist on any instance(s) of AUTHORITY's performance of any term(s)
or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of CITY's right to
such performance or to future performance of such term(s) or condition(s), and AUTHORITY's
obligation in respect thereto shall continue in full force and effect. Changes to any portion of this
Agreement shall not be binding upon CITY except when specifically confirmed in writing by an
authorized representative of CITY by way of a written amendment to this Agreement and issued in
accordance with the provisions of this Agreement.
ARTICLE 2. SCOPE OF AGREEMENT
This Agreement specifies the roles and responsibilities of the Parties as they pertain to the
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AGREEMENT NO. C-5 -3312
1 subjects and projects addressed herein. Both AUTHORITY and CITY agree that each will cooperate
2 and coordinate with the other in all activities covered by this Agreement and any other supplemental
3 agreements that may be required to facilitate purposes thereof.
4 ARTICLE 3. RESPONSIBILITY OF AUTHORITY
5 AUTHORITY agrees to the following responsibility:
6 A. AUTHORITY will invoice CITY in the amount of $206,208.53 for final invoice for the
7 outstanding payment of its portion of the local matching funds for the Project.
8 ARTICLE 4. RESPONSIBILITY OF CITY
9 CITY agrees to the following responsibility:
10 A. CITY is obligated to reimburse AUTHORITY for $206,208.53 as final invoice for the
11 outstanding payment of its portion of the local matching funds for the Project.
12 ARTICLE S. DELEGATED AUTHORITY
13 The actions required to be taken by CITY in the implementation of this Agreement are
14 delegated to its City Manager, or designee, and the actions required to be taken by AUTHORITY in the
15 implementation of this Agreement are delegated to AUTHORITY's Chief Executive Officer or designee.
16 ARTICLE 6. AUDIT AND INSPECTION
17 AUTHORITY and CITY shall maintain a complete set of records in accordance with generally
18 accepted accounting principles. Upon reasonable notice, CITY shall permit the authorized
19 representatives of the AUTHORITY to inspect and audit all work, materials, payroll, books, accounts,
20 and other data and records of CITY for a period of four (4) years after final payment, or until any on-
21 going audit is completed. For purposes of audit, the date of completion of this Agreement shall be the
22 date of CITY's payment of AUTHORITY's final billing (so noted on the invoice) under this Agreement.
23 AUTHORITY shall have the right to reproduce any such books, records, and accounts. The above
24 provision with respect to audits shall extend to and /or be included in contracts with CITY's contractor.
25 ARTICLE 7. INDEMNIFICATION
26 A. To the fullest extent permitted by law, AUTHORITY shall defend indemnify, protect, and
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AGREEMENT NO, C- 5-3312
1 hold harmless CITY, its officers, directors, employees, and agents (collectively the "Indemnified
2 Parties "), from and against any and all liabilities, actions, suits, claims, demands, losses, costs,
3 judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses
4 including legal costs and attorney fees (collectively "Claims "), including but not limited to Claims arising
5 from injuries to or death of persons ( AUTHORITY's employees included), for damage to property,
6 including property owned by AUTHORITY, or from any violation of any federal, state, or local law or
7 ordinance, alleged to be caused by the negligent acts, omissions or willful misconduct of CITY, its
8 officers, directors, employees or agents in connection with or arising out of the performance of this
9 Agreement.
10 B. To the fullest extent permitted by law, CITY shall defend, indemnify, protect, and hold
11 harmless AUTHORITY, its officers, directors, employees, and agents (collectively the "Indemnified
12 Parties "), from and against any and all liabilities, actions, suits, claims, demands, losses, costs,
13 judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses
14 including legal costs and attorney fees (collectively "Claims "), including but not limited to claims arising
15 from injuries to or death of persons (CITY's employees included), for damage to property, including
16 property awned by CITY, or from any violation of any federal, state, or local law or ordinance, alleged to
17 be caused by the negligent acts, omissions or willful misconduct of AUTHORITY, its officers, directors,
18 employees or agents in connection with or arising out of the performance of this Agreement.
19 C. The indemnification and defense obligations of this Agreement shall survive its
20 expiration or termination.
21 ARTICLE 8. ADDITIONAL PROVISIONS
22 A. Term of Agreement: This Agreement shall be effective in full force through September
23 30, 2015, or upon AUTHORITY'S receipt of payment from CITY, whichever is first.
24 B. Termination: In the event either Party defaults in the performance of their obligations
25 under this Agreement or breaches any of the provisions of this Agreement, the non - defaulting Party
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AGREEMENT NO. C-6-3312
1 shall have the option to terminate this Agreement upon thirty (30) days' prior written notice to the other
2 Party.
3 C. Termination for Convenience: Either Party may terminate this Agreement for its
4 convenience by providing thirty (30) days' prior written notice of its intent to terminate for convenience to
5 the other Party.
6 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 the
8 PROJECT.
9 E. Legal Authority: AUTHORITY and CITY hereto consent that they are authorized to
10 execute this Agreement on behalf of said Parties and that, by so executing this Agreement, the Parties
11 hereto are formally bound to the provisions of this Agreement.
12 F. Severability: If any term, provision, covenant or condition of this Agreement is held to be
13 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the
14 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or
15 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
16 G. Counterparts of Agreement: This Agreement may be executed and delivered in any
17 number of counterparts, each of which, when executed and delivered shall be deemed an original and
18 all of which together shall constitute the same agreement. Facsimile signatures will be permitted.
19 H. Force Maieure: Either Party shall be excused from performing its obligations under this
20 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable
21 cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God;
22 commandeering of material, products, plants or facilities by the federal, state or local government;
23 national fuel shortage; or a material act or omission by the other Party; when satisfactory evidence of
24 such cause is presented to the other Party, and provided further that such nonperformance is
25 unforeseeable, beyond the control and is not due to the fault or negligence of the Party not performing.
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AGREEMENT NO. C- 5-3312
I. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties,
or authority hereunder may be assigned in whole or in part by either Party without the prior written
consent of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be
deemed void and of no force and effect. Consent to one assignment shall not be deemed consent to
any subsequent assignment, nor the waiver of any right to consent to such subsequent assignment.
J. Governing Law: The laws of the State of California and applicable local and federal
laws, regulations and guidelines shall govern this Agreement.
K. Litigation fees: Should litigation arise out of this Agreement for the performance thereof,
the court shall award costs and expenses, including attorney's fees, to the prevailing party.
L. Notices: Any notices, requests, or demands made between the Parties pursuant to this
Agreement are to be directed as follows:
To CITY (City of Santa Ana)
To AUTHORITY:
City of Santa Ana
Orange County Transportation Authority
P.O. Box 1988 (M21)
550 South Main Street
Santa Ana, CA 92702
P. O. Box 14184
Orange, CA 92863 -1584
Attention:
Attention:
Mr. William (Edwin) Galvez
Mr. Michael Le
City Engineer
Associate Contract Administrator
(714) 647 -5653
Tel: (714) 560 -5314
WGalvez @santa - ana.org
E -mail: mle1 @octa.net
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AGREEMENT NO. C -5 -3312
This Agreement shall be made effective upon execution by both Parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No, C -5 -3312 to be
executed as first written above.
CITY OF SANTA ANA ORANGE COUNTY TRANSPORTATION AUTHORITY
By By
David Cavazos Meena Katakia
City Manager Manager, Capital Projects
ATTEST:
By
Maria D. Huizar
Clerk of the Council
ia la
R. Po
Dated
AP ROVED AS F
By
mes ral l C Donich
Geneounsel
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