HomeMy WebLinkAbout25E - AGMT - STREETCAR DESIGN SRVSREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
APRIL 4, 2017
TITLE:
AMENDMENT TO OC STREETCAR
DESIGN COOPERATIVE AGREEMENT
NON- GENERAL FUND)
STRATEGIC PLAN NOS. 3,2C, 46; 6, 1G}
f / - r
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
As Recommended
As Amended
Ordinance on 1'' Reading
Ordinance on 2ntl Reading
Implementing Resolution
Set Public Hearing For_
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute a first amendment to the
cooperative agreement with the Orange County Transportation Authority, for design of the OC
Streetcar Project, subject to nonsubstantive changes approved by the City Manager and City
Attorney.
DISCUSSION
On March 15, 2016, a Design Cooperative Agreement (Agreement) was approved by City
Council with the Orange County Transportation Authority (OCTA) for the design of the OC
Streetcar Project (Project). The Agreement outlines the general roles and responsibilities for the
design phase of Project between the City of Santa Ana and OCTA. The Agreement was
subsequently executed by OCTA on May 9, 2016 (Exhibit 1).
Consistent with the Agreement, staff has been working with OCTA to support and review the
design of the Project. The first amendment to the Agreement specifies a refinement of these
support services and a revised Work Plan (Exhibits 2 and 3). On December 6, 2016, the City
Council approved an agreement with Kimley Horne to provide consultant support services for the
various plan check submittals for the OC Streetcar. The revised scope also includes additional
staff and consultant legal services to support OCTA's right -of -way team in the acquisition of the
properties for the OC Streetcar Maintenance and Storage Facility. The revised Work Plan
includes these services to ensure the City is compensated for the cost.
STRATEGIC PLAN ALIGNMENT
Approval of this item supports the City's efforts to meet the following Strategic Plan Goals:
1. Goal #3 - Economic Development, Objective #2 (create new opportunities for business /job
growth and encourage private development through new General Plan and Zoning
25E -1
Amendment to OC Streetcar Design Cooperative Agreement
April 4, 2017
Page 2
Ordinance policies), Strategy C (support business development and job growth along transit
corridors through the completion of critical transit plans /projects including: The Fixed
Guideway Project, Santa Ana Regional Transportation Center Master Plan, Complete Streets
and General Plan Circulation Element update).
2. Goal #3 - Economic Development, Objective #4 (continue to pursue objectives that shape
downtown Santa Ana into a thriving, culturally diverse, shopping, dining, and entertainment
destination), Strategy B (create a comprehensive program to manage parking that includes
innovative strategies to provide parking, create revenue and enhance accessibility in the
downtown).
3. 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; e.g., transit vision, street car, fixed guideway project, SARTC
master plan, Bristol Street widening, neighborhood streets, traffic improvements, park
facilities, sport fields, soccer fields, senior centers, bike master plan, etc.).
ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.
FISCAL IMPACT
The OC Streetcar Design Cooperative Agreement provides for reimbursement of City eligible
expenditures in the completion of the Design Phase. With the approval of this action, the revised
estimated expenditure plan, including reimbursements for FY 2015 -16, is as follows:
FUND ACCOUNTING
UNIT
ACCOUNT FY 2015 -16 FY 2016 -17 FY 2017 -18
Public Works
Agency
03217664 66220 158,812 529,524 168,910
Design Consultant 03217664 66220 0 231,415 7,000
Right of Way
Consultant
03217664 66220 0 114,049 0
Right of Way
Consultant
03217663 66220 0 277,222 0
City Attorney 03217663 6,537 0 0
FY TOTAL:
766220
165,349 1,152,210 175,910
DESIGN PHASE TOTAL: 1,493,469
25E -2
Amendment to OC Streetcar Design Cooperative Agreement
April 4, 2017
Page 3
Public Works Agency
FM /EWG /JG
APPROVED AS TO FUNDS & ACCOUNTS:
Francisco Gutierrez
Executive Director
Finance & Management Services Agency
Exhibits: 1. Design Cooperative Agreement
2. Design Cooperative Agreement Amendment
3. Expenditure Plan
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COOPERATIVE AGREEMENT NO. C -5 -3583
V / J COOPERATIVE AGREEMENT NO. C -5 -3583
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF SANTA ANA
FOR
THE DESIGN PHASE
OF THE
OC STREETCAR PROJECT
THIS COOPERATIVE AGREEMENT ( "Agreement'), is effective this I`> - day of
La, 1v6tv5 i' , 2010, by and between the Orange County Transportation Authority, 550 South
Main Street, P.O. Box 14184, Orange California 92863 -1584, a public entity of the State of California
herein referred to as "AUTHORITY') and the City of Santa Ana, a charter city and municipal
ly organized and existing under the lawsofthe State of California (hereinafterreferred
to as "CITY') each individually known as "Party" and collectively known as the "Parties ".
RECITALS:
WHEREAS, the OC Streetcar Project ('Project ") refers to the implementation of the OC
Streetcar as illustrated in Exhibit A and as specifically described in this Agreement;
WHEREAS, the AUTHORITY and the CITY entered into a Memorandum of Understanding
MOU) on August 31, 2015 for this Project in advance of this Agreement;
WHEREAS, the AUTHORITY, in cooperation with the Federal Transit Administration (FTA)
and the CITY, is proposing to design, construct, operate and maintain the OC Streetcar. The
AUTHORITY is a grantee of the Federal Transit Administration.
WHEREAS, the Santa Ana /Garden Grove Streetcar Locally Preferred Alternative was
identified by the Santa Ana City Council on August 5, 2014 and approved through the certification of
the Environmental Impact Report by the Santa Ana City Council on January 20, 2015;
nn
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Exhibit 1
COOPERATIVE AGREEMENT NO. C -5 -3583
1 WHEREAS, on August 11, 2014, the AUTHORITY Board of Directors approved the
2 AUTHORITY to be the lead agency on all phases of the Project;
3 WHEREAS, this Agreement defines the roles, responsibilities, commitments, obligations, and
4 expectations for the AUTHORITY and the CITY as they relate to the Project design phase including
5 financial obligations;
6 WHEREAS it is the intent of the AUTHORITY and the CITY that the CITY shall be acting at all
7 times in respect to the Project as a Vendor as that term is used for federal funding requirements
8 purposes and that the CITY shall conduct any activities on the Project in compliance with all federal
9 rules, regulations and circulars applicable to Project Vendors.
10 WHEREAS, the Parties intend to enter into an agreement, prior to construction to establish the
11 roles, responsibilities and expectations for the AUTHORITY and the CITY as they relate to Project
12 construction;
13 WHEREAS, the OC Streetcar Project becomes the "OC Streetcar" upon the initiation of
14 _revenue service;
15 WHEREAS, the Parties intend to enter into an agreement , prior to construction, to establish
16 the roles, responsibilities and expectations of the OC Streetcar operating in the CITY's public way;
17 WHEREAS, the Parties intend to enter into an agreement, priorto revenue service, to establish
18 the roles, responsibilities and expectations for the AUTHORITY and the CITY as they relate to the
19 operations and maintenance of the OC Streetcar and adjacent streets;
20 WHEREAS, the Project will be funded through a combination of federal, state and local funds;
21 WHEREAS, the AUTHORITY's Board of Directors approved this Agreement on 28th day of
22 March, 2016;
23 WHEREAS, the CITY's City Council approved this Agreement on 15th day of March, 2016;
24 NOW, THEREFORE, it is mutually understood and agreed by the AUTHORITY and the CITY
25 as follows:
26 /
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COOPERATIVE AGREEMENT NO. C -5 -3583
ARTICLE 1. DEFINITIONS
Betterment" means any work or items that are requested by the CITY or a third party that go
beyond what is needed for the basic functioning of the Project. Betterments must i) not be prohibited
by a governing state or federal standard ii) not adversely impact the operation of the Project and iii)
not unreasonably delay or interfere with the Project schedule. Notwithstanding the foregoing, none of
the following shall be considered Betterments:
a) A change in scope to which the Parties mutually agree, is necessary for the construction,
operation or maintenance of the Project;
b) A requirement of applicable law;
c) A requirement of applicable city standards in effect as of the Effective Date of the
Agreement;
d) Any measures to mitigate environmental or other impacts of the Project arising from the
construction or operation or maintenance of the Project, including measures identified in
the -- Project's - EIR- or. any - required - supplemental _ or addenda environmental. report_ once
cleared.
CEQA" means California Environmental Quality Act.
Construction Agreement" means the cooperative agreement between the Parties established
to define the roles responsibilities and expectations during the construction, start up and testing of the
Project.
Construction Contractor" means the firms(s) procured by the AUTHORITY to construct the
Project or portions of the Project.
Day" or "Days" means calendar days and not business days, unless a different meaning
clearly appears from the context.
Design Consultant" means the firm(s) procured by the AUTHORITY to perform preliminary
and /or final design services to produce the Plans and Specifications.
Effective Date" means the date this Agreement is executed by the Parties.
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COOPERATIVE AGREEMENT NO. C -5 -3583
1 "Mitigation Monitoring and Reportinq Program" means the program for the implementation of
2 the mitigation measures adopted forthe Project as identified by the CITY in the Revised Environmental
3 Assessment (REA) /Final Environmental Impact Report (FEIR) approved by the CITY'S City Council
4 on January 20, 2015.
5 "OC Streetcar" is the operating streetcar vehicles and all streetcar infrastructure including the
6 track, the overhead contact system (wires, poles, conduits, and appurtenances), the traction power
7 system (substations, conduits, controllers, and appurtenances), streetcar signage, stations or stops
8 (lighting, shelters, and all stop features), utilities supporting the streetcar from point of service, and a
9 maintenance and storage facility (MSF).
10 "Operations and Maintenance Agreement" means the cooperative agreement between the
11 AUTHORITY and the CITY establishing the roles, responsibilities, and expectations with respect to
12 the operations and maintenance of the OC Streetcar.
13 "PE ROW" means the property owned by the AUTHORITY, previously the Pacific Electric
14 Railroad ROW, intended to be used for the -OC Streetcar between Raitt Street_ and HarborBoulevard.
15 "Plans and Specifications" means the Project plans, specifications, and special provisions
16 prepared by the Design Consultant and /or the AUTHORITY providing the information necessary to
17 construct the Project.
18 " Proiect Submittals" means all design drawings, product data, test data, specifications, design
19 submittals, schedules, cost estimates, erection drawings or similar documents which are produced by
20 or on behalf of the AUTHORITY during the design of the Project, and which relate to the Plans and
21 Specifications or otherwise affect the interests of the CITY under this Agreement.
22 "Public Way Use Agreement" means the agreement established between the Parties
23 establishing the AUTHORITY's right to use the CITY's public way for the OC Streetcar.
24 "Ready to Bid" is a design package level of completeness indicating the design is complete,
25 the CITY's comments have been addressed, all drawings and specifications have been affixed with a
26 seal as required, and the title sheet has been signed by both the AUTHORITY and the CITY.
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COOPERATIVE AGREEMENT NO. C -5 -3583
1 "Revenue Service" means the streetcar is operational and providing service to the public as
2 intended.
3 "Site Plan Review" is the process by which the CITY reviews project development submittals
4 and identify the requirements and conditions of approval for a development project.
5 "Work Plan" is the CITY's staffing budget for the responsibilities identified in this Agreement
6 and as provided for in Exhibit C.
7 ARTICLE 2. COMPLETE AGREEMENT
8 A. This Agreement, including any attachments incorporated herein and made applicable
9 by reference, constitutes the entire term(s) and condition(s) for the subject matter addressed in this
10 Agreement between the AUTHORITY and the CITY. This Agreement does not replace or supersede
11 the MOU for this Project entered into prior to this Agreement; however, any terms or conditions in
12 conflict shall be controlled by this Agreement. The invalidity in whole or in part of any term or condition
13 of this Agreement shall not affect the validity of other term(s) or condition(s) of this Agreement. The
14 above referenced Recitals are true and correct and are incorporated by reference herein. -- --
15 B. The AUTHORITY's failure to insist on any instance(s) of the CITY's performance of any
16 term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of the
17 AUTHORITY's right to such performance or to future performance of such term(s) or condition(s), and
18 the CITY's obligation in respect thereto shall continue in full force and effect. Changes to any portion
19 of this Agreement shall not be binding upon the AUTHORITY except when specifically confirmed in
20 writing by an authorized representative of the AUTHORITY by way of a written amendment to this
21 Agreement and issued in accordance with the provisions of this Agreement.
22 C. The CITY's failure to insist on any instance(s) of the AUTHORITY's performance of any
23 term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of the
24 CITY's right to such performance or to future performance of such term(s) or condition(s), and the
25 AUTHORITY's obligation in respect thereto shall continue in full force and effect. Changes to any
26 portion of this Agreement shall not be binding upon the CITY except when specifically confirmed in
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COOPERATIVE AGREEMENT NO. C -5 -3583
1 writing by an authorized representative of the CITY by way of a written amendment to this Agreement
2 and issued in accordance with the provisions of this Agreement.
3 ARTICLE 3. SCOPE OF AGREEMENT
4 This Agreement specifies the roles and responsibilities of the Parties as they pertain to the
5 design phase of the Project and subjects addressed herein. Both the AUTHORITY and the CITY
6 agree that each will cooperate and coordinate with the other in all activities covered by this Agreement
7 and any other supplemental agreements that may be required to facilitate purposes thereof.
8 ARTICLE 4. RESPONSIBILITIES OF THE AUTHORITY
9 The AUTHORITY agrees to the responsibilities for the Project assigned herein to the
10 AUTHORITY pursuant to Exhibit B Project Scope and Exhibit C Financial Obligations attached hereto
11 and made part of this Agreement.
12 ARTICLE 5. RESPONSIBILITIES OF THE CITY
13 The CITY agrees to the responsibilities for the Project assigned herein to the CITY pursuant
14 to Exhibit B Project- Scope -and Exhibit -C- Financial Obligations- attached- hereto- and -made part of this --
15 Agreement.
16 ARTICLE 6. DELEGATED AUTHORITY
17 The actions required to be taken by the CITY in the implementation of this Agreement are
18 delegated to its City Manager, or designee, and the actions required to be taken by the AUTHORITY
19 in the implementation of this Agreement are delegated to the AUTHORITY's Chief Executive Officer
20 or designee.
21 ARTICLE 7. MAXIMUM OBLIGATION
22 Notwithstanding any provisions of this Agreement to the contrary, the AUTHORITY and the
23 CITY mutually agree that the AUTHORITY's maximum cumulative payment obligation under this
24 Agreement shall be One Million Four Hundred Ninety Three Four Hundred Sixty Nine
25 Dollars ($1,493,469), unless agreed to and amended in writing by both Parties.
26 /
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COOPERATIVE AGREEMENT NO. C -5 -3583
ARTICLES. AUDIT AND INSPECTION
The AUTHORITY and the CITY shall maintain a complete set of records in accordance with
generally accepted accounting principles. Upon reasonable notice, the CITY shall permit the
authorized representatives of the AUTHORITY to inspect and audit all work, materials, payroll, books,
accounts, and other data and records of the 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 Agreement
shall be the date of the AUTHORITY's payment of the CITY's final billing (so noted on the invoice)
under this Agreement. The AUTHORITY shall have the right to reproduce any such books, records,
and accounts. The above provision with respect to audits shall extend to and/or be included in City
contracted work.
ARTICLE 9. INDEMNIFICATION
A. To the fullest extent permitted by law, the CITY shall defend (at the CITY's sole cost
and expense with legal counsel reasonably acceptable to the AUTHORITY), indemnify, protect, and
hold harmless the _ AUTHORITY, _ its officers,_ directors, employees, and agents from and against any
and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards,
settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney
fees, including but not limited to claims arising from injuries to or death of persons (the CITY's
employees included), for damage to property, including property owned by the AUTHORITY, or from
any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent
acts, omissions or willful misconduct of the CITY, its officers, directors, employees or agents in
connection with or arising out of the performance of this Agreement.
B. To the fullest extent permitted by law, the AUTHORITY shall defend (at the
AUTHORITY's sole cost and expense with legal counsel reasonably acceptable to the CITY),
indemnify, protect, and hold harmless the CITY, its officers, directors, employees, and agents from
and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration
awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and
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COOPERATIVE AGREEMENT NO. C -5 -3583
1 attorney fees, including but not limited to claims arising from injuries to or death of persons (the
2 AUTHORITY's employees included), for damage to property, including property owned by the CITY,
3 or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the
4 negligent acts, omissions or willful misconduct of the AUTHORITY, its officers, directors, employees
5 or agents in connection with or arising out of the performance of this Agreement.
6 C. The indemnification and defense obligations of this Agreement shall survive its
7 11 expiration or termination.
8 ARTICLE 10. ADDITIONAL PROVISIONS
9 A. Term of Agreement: This Agreement shall be in full force and effect for a term of one
10 year past the first day of Revenue Service as defined. The Parties do not intend that the term of this
11 Agreement shall exceed any limitation imposed by law, including without limitation the laws of
12 California, and agree to comply with any applicable requirements of such laws in connection with any
13 renewal of the term of this Agreement.
14 B: - - - Termination: - -In -the event either Party defaults in the performance of their obligations --
15 under this Agreement or breaches any of the provisions of this Agreement, the non - defaulting Party
16 shall have the option to terminate this Agreement upon thirty (30) days prior written notice to the other
17 Party. This option shall only be available if the non - defaulting Party has provided reasonable notice
18 to the defaulting Party of any default and the opportunity to cure such default within forty -five (45)
19 days.
20 C. Termination for Convenience: This Agreement may not be terminated by either Party
21 11 for convenience
22 D. Termination for Lack of Fundinq: The AUTHORITY may terminate this Agreement in
23 the event funding is not available.
24 E. Compliance: The AUTHORITY and the CITY shall comply with all applicable federal,
25 state, and local laws, statues, ordinances and regulations of any governmental authority having
26 11 jurisdiction over the Project.
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COOPERATIVE AGREEMENT NO, C -5 -3583
1 F. Legal Authority: The AUTHORITY and the CITY hereto consent that they are
2 authorized to execute this Agreement on behalf of said Parties and that, by so executing this
3 Agreement, the Parties hereto are formally bound to the provisions of this Agreement.
4 G. Severability: If any term, provision, covenant or condition of this Agreement is held to
5 be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the
6 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or
7 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
8 H. Counterparts of Agreement: This Agreement may be executed and delivered in any
9 number of counterparts, each of which, when executed and delivered shall be deemed an original and
10 all of which together shall constitute the same agreement. Facsimile or emailed PDF documents with
11 signatures will be permitted.
12 I. Force Maieure: Either Party shall be excused from performing its obligations under this
13 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable
14 11 - - -cause -- beyond -its - control, - including - but - not - limited -to: _ any incidence_ of fire, _flood; _acts
15 commandeering of material, products, plants or facilities by the federal, state or local government;
16 national fuel shortage; or a material act or omission by the other Party, when satisfactory evidence of
17 such cause is presented to the other Party, and provided further that such nonperformance is
18 unforeseeable, beyond control and not due to the fault or negligence of the Party not performing.
19 J. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties,
20 or authority hereunder may be assigned in whole or in part by either Party without the prior written
21 consent of the other Party in its sole and absolute discretion. Any such attempt of assignment shall
22 be deemed void and of no force and effect. Consent to one assignment shall not be deemed consent
23 to any subsequent assignment, nor the waiver of any right to consent to such subsequent assignment.
24 K. Governing Law and Venue: The laws of the State of California and applicable local
25 11 and federal laws, regulations and guidelines shall govern this Agreement. The Parties agree that
Q-011111111M
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COOPERATIVE AGREEMENT NO. C -5 -3583
Orange County, California shall be the venue for any action or proceeding that may be brought in
connection with this Agreement.
L. Dispute Resolution: Disputes arising out of this Agreement shall be resolved at the
lowest possible level. If a dispute cannot be resolved, it shall be elevated promptly to the next
resolution level. The three levels of dispute resolution shall be: both Parties' Project Manager level
lowest), Executive Director level (middle), and Chief Executive Officer /City Manager level (highest).
If the dispute has not been resolved within sixty (60) days of referral to the highest level above, either
Party shall not be precluded from initiating litigation upon fourteen (14) days written notice to the other
Party; provided however, that if one Party has requested the other to participate in the informal process
listed above, at any level, and the other Party has unreasonably failed to participate, the requesting
Party may initiate litigation upon fourteen (14) days written notice.
M. Litigation fees: Should litigation arise out of this Agreement for the performance
thereof, each Party shall be responsible for its own costs and expenses, including attorney's fees.
I N. -- Notices: Any notices, requests, or demands made between theParties pursuant to this _.
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
P.O. Box 1988 P.O. Box 14184
Santa Ana, CA 92701 Orange, CA 92863 -1584
ATTENTION: ATTENTION:
Jason Gabriel Lydia Bilynsky
Principal Civil Engineer Section Manager III, Capital Projects
Tel: (714) 647 -5664 Tel: (714) 560 -5568
E-Mail: jgabriel@santa - ana.org E -Mail: LBilynsky@octa.net
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COOPERATIVE AGREEMENT NO. C -5 -3583
Cc: Cc:
Fred Mousavipour Jim Bell
Executive Director, Public Works Agency Executive Director, Capital Programs
Tel: (714) 647 -5654 Tel: (714) 560 -5646
E -Mail: fmousavipour@santa- ana.org E -Mail: JBeil@octa.net
Cc:
O. Amendments: This Agreement may be modified or amended only by a written
document executed by both the AUTHORITY and the CITY. Such document shall expressly state
that it is intended by the Parties to amend specifically identified terms and conditions of this
Agreement.
P. Compliance with FTA Requirements: The CITY shall comply with all Federal Transit
Administration (FTA) requirements, including but not limited to, Circular C 5010 1D and Circular
4220.1 F as updated from time to time. Any third party contracting shall include Exhibit D - Required
Federal Clauses attached hereto and incorporated by reference in all third party contracts. -
Q. Incorporation of Exhibits: This Agreement in its entirety includes the Exhibits listed
below, all of which are, by this reference, incorporated herein and made part hereof as though fully
set forth. The Exhibits of this Agreement are:
EXHIBIT A -PROJECT MAP
EXHIBIT B - PROJECT SCOPE
EXHIBIT C - FINANCIAL OBLIGATIONS
EXHIBIT D - REQUIRED FEDERAL CLAUSES
EXHIBIT E - CITY SUPPORT WORK PLAN
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MCI=
CITY OF SANTA ANA
By: S, a 2
David Cavazos
City Manager
APPROVED AS TO FORM:
By:
40nia Carvalho
City Attorney
APPROVAL RECOMMENDED:
COOPERATIVE AGREEMENT NO. C -5 -3583
ORANGE COUNTY TRANSPORTATION AUTHORITY
By: c /°
red Mousavipour
Executive Director, Public Works Agency
Dated :
ATTEST:
By:
Maria D. Huizar
Clerk of Council
Dated : yll?' /(ter
0
Chief Executive Officer
APPROVED AS TO FORM:
I
V.'I IPI VV . 1-.
APPROVAL RECQMMEN
0
Executive Director, Capital Programs
Dated : -5 9 16
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COOPERATIVE AGREEMENT NO. C -5 -3583
LIST OF EXHIBITS
Exhibit A — Project Map
Exhibit B — Project Scope
Exhibit C — Financial Obligations
Exhibit D — Required Federal Clauses
Exhibit E — City Support Work Plan
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT B
PROJECT SCOPE
1.0 DEFINITIONS
The terms defined in Article 1 of this Agreement are incorporated into and made a part of
Exhibit B.
2.0 STATEMENT OF MUTUAL SUPPORT
The CITY and the AUTHORITY hereby acknowledge their mutual support of the Project. Each
Party agrees to cooperate with the other Party in a manner consistent with the commitments made
and obligations assumed in this Agreement. Such cooperation and assistance shall include the
dedication and reallocation of personnel, as required and is reasonably feasible, to meet Project goals
including budget, schedule, and quality.
3.0 NOT USED
4.0 PROJECT MANAGEMENT
4.1 AUTHORITY MANAGEMENT
The AUTHORITY shall be responsible for project management. The AUTHORITY is
responsible for the overall Project and to ensure that all federal and State requirements are met. The
AUTHORITY is responsible for all management decisions unless stated otherwise herein.
The AUTHORITY shall identify a single point of contact (the AUTHORITY Project Manager)
for the Project. The AUTHORITY Project Manager will be empowered to make certain decisions on
behalf of the AUTHORITY and will manage the AUTHORITY's responsibilities as defined in this
Agreement. The AUTHORITY Project Manager or designee will be able to provide clear and concise
direction in situations where conflicting information is received from different AUTHORITY
departments. All coordination with the AUTHORITY departments regarding the Project will be through
the AUTHORITY Project Manager or designee.
4.2 CITY MANAGEMENT
The CITY shall identify a CITY Representative for the Project as a single point of contact for
the Project. The CITY Representative will convey all direction provided by the CITY on behalf of the
Exhibit B
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT B
CITY and will manage the CITY's responsibilities as defined in this Agreement. The CITY
Representative will provide the AUTHORITY with clear and concise direction in situations where
conflicting information is received from different CITY departments. All coordination with CITY
departments regarding the Project will be through the CITY Representative, unless otherwise agreed
upon by the CITY and the AUTHORITY.
4.3 SCHEDULE
The AUTHORITY shall develop a baseline schedule early in Project development. The CITY
shall support the AUTHORITY in their efforts to meet Project milestones in order to achieve timely
implementation of the Project. To the extent permitted by law, the CITY also agrees to cooperate and
work with the AUTHORITY to mitigate adverse schedule conditions that jeopardize on -time Project
completion.
4.4 REPORTING
The AUTHORITY will produce a monthly progress report providing an update on project status,
budget, schedule, a three (3) month look ahead schedule, and other information. The
AUTHORITY shall provide the CITY access to the monthly progress report electronically.
4.5 PROCUREMENTS
The AUTHORITY shall be responsible for all procurement activities required for the Project.
The CITY shall have, at the CITY's discretion, one (1) representative on all selection /evaluation
committees including but not limited to public outreach, station and urban design, and construction
management. The CITY Representative or designee shall be available for the procurement activities
as scheduled.
4.5.1 Betterments
The AUTHORITY shall address CITY Betterment requests as separate cooperative
agreements, or amendments to cooperative agreements, for each Betterment request. See Exhibit C
Financial Obligations, Section 4.0 for additional information.
Exhibit B
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT B
4.6 RECORDS MANAGEMENT
The AUTHORITY shall maintain all Project records per the AUTHORITY's policies and
procedures.
5.0 PROJECT INFRASTRUCTURE
5.1 ROUTE DESCRIPTION
The Project is 4.15 miles long more or less, and is represented in Exhibit A.
5.2 TRACKWAY
5.2.1 Embedded Track
Embedded track is best described as rail embedded in concrete forming a track slab that is 8-
feet wide and typically 12 -15 inches thick. Embedded track will be utilized in all street running
segments of the Project. For this Project, the AUTHORITY shall use non - colored concrete embedded
track unless agreed mutually otherwise.
5.2.2 Ballasted Track
Ballasted track consists of rail affixed on ties, which are supported by ballast. Ballast is a rock
placed around ties, holding the ties in place. Ties are spaced approximately 30- inches apart
Ballasted track can be utilized in stations, special trackwork areas, between intersections, and through
intersections with concrete crossing panels. The AUTHORITY shall utilize ballasted track on the
Project west of Raiff Street unless agreed to mutually otherwise.
5.2.3 Drainage Facilities
The AUTHORITY shall mitigate any additional surface storm water drainage needs generated
from the trackway or other impervious areas added by the Project or any change in drainage patterns
caused solely by the Project. The mitigation of additional surface storm water drainage for the Project
shall meet the CITY's National Pollutant Discharge Elimination System (NPDES) permit standards
and will be subject to the CITY's storm water management requirements.
The AUTHORITY intends to implement the Project with little to no increase in drainage runoff
by keeping the existing impervious surface areas the same. If the AUTHORITY increases existing
Exhibit B
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT B
impervious drainage needs on the Project and a drainage analysis is required, the AUTHORITY and
the CITY shall work together to determine the appropriate analysis approach.
Storm drainage collection locations will be adjusted as necessary to accommodate any
changed drainage patterns due to the implementation of the Project. The CITY agrees to allow the
AUTHORITY to connect drainage collection facilities as desired within the streetcar guideway to the
CITY's storm drainage system.
5.2.4 Gated Crossings
Gated crossing gates shall implement Quiet Zone standards and shall be used at the following
locations on the Project:
W. 511 Street/PE ROW Xing
Fairview Street /PE ROW Xing
5.3 ROADWAY
5.3.1 Geometry
The roadway geometry will vary throughout the Project to accommodate the streetcar
guideway, turn lanes, through lanes, bike lanes, and parking. The streetcar guideway shall not be
exclusive to streetcar operations in street running areas. Vehicular traffic will be allowed on the
streetcar guideway in all locations where public roadway use exists. The Parties agree the intent for
this Project is to implement the streetcar guideway without widening the roadway. Widening the
roadway will not be done to accommodate the addition of bike lanes or new traffic lanes unless agreed
to mutually otherwise.
The Parties agree to confirm the roadway geometry for all streets including number of lanes,
the streetcar placement within the streets, turn lanes, bike lanes, and parking during the resolution of
30% design comments. The 30% Plans and Specifications submittal, comment response log including
resolution of comments will commemorate the geometry that will advance unless mutually agreed
otherwise.
Exhibit B
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT B
Maintenance on or near the streetcar guideway will be addressed fully in the Operations and
Maintenance Agreement.
5.3.2 Pavement
The streetcar guideway shall be installed by saw cutting the existing pavement, constructing
the track slab(s), patching the pavement with a pavement thickness meeting CITY standards as
defined by Exhibit B, Section 6.1.1. Pavement restoration for utility trenching performed by the
AUTHORITY shall be handled similarly.
5.3.3 Traffic Signals
The streetcar shall utilize the same traffic signals vehicular traffic utilizes. If during design an
operational need is identified requiring an independent streetcar signal system, the CITY agrees to
allow integration of the independent signal with the CITY's signal system as long as there is not a
material degradation of traffic flow. CITY traffic signal poles shall not be used for the OC Streetcar
overhead contact system or dedicated OC Streetcar signal facilities unless mutually agreed to
otherwise. To reduce sidewalk clutter and assist in integration, the CITY shall allow the AUTHORITY
to place any traffic related streetcar equipment inside the CITY's traffic control cabinets where space
is available. Intersections with traffic signals include:
Fairview Street /PE ROW (May include Queue Cutter and Pedestrian Signal)
Raitt Street/Santa Ana Boulevard
Pacific Avenue /Santa Ana Boulevard
Bristol Street/Santa Ana Boulevard
Shelton Street/Santa Ana Boulevard
Flower Street /Santa Ana Boulevard
Parton Street /Civic Center
Broadway /4th Street
Main Street/4th Street
Bush Street/4th Street
French Street /4th Street
Mortimer Street/4th Street
Lacy Street/Santa Ana Boulevard
Santiago Street/Santa Ana Boulevard
Bush Street/Santa Ana Boulevard
Main Street/Santa Ana Boulevard
Exhibit B
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COOPERATIVE AGREEMENT NO. C -5 -35$3
EXHIBIT B
Broadway /Santa Ana Boulevard
Pedestrian Signal /Santa Ana Boulevard
Ross Street/Santa Ana Boulevard
The AUTHORITY shall replace, modify, or relocate any traffic signal mast arms, signal
cabinets, or signal poles in conflict with the streetcar infrastructure following CITY standards as defined
by Exhibit B, Section 6.1.1. Any new poles, cabinets, or mast arms shall match the existing equipment
unless agreed to mutually otherwise. Traffic signal equipment upgrades or replacements not required
for the Project shall be considered a Betterment.
The traffic signal system will provide the OC Streetcar traffic signal priority through peer to peer
communications optimizing the priority to the streetcar vehicle while minimizing the impact to vehicular
and pedestrian traffic. The amount of green time extension for the streetcar approaching an
intersection shall not exceed twenty (20) seconds to allow the streetcar to progress through the
intersection. The amount of red time reduction for the streetcar, if stopped at an intersection, shall not
be more than twenty (20) seconds_ to allow the streetcar to progress through the intersection. The
green time extension and red time reduction will not be employed at traffic signals where the OC
Streetcar crosses Main Street, Broadway, and Bristol Street.
The AUTHORITY will be responsible for providing timing plans to the CITY for opening day
and design year traffic conditions for all traffic signals affected by streetcar operations.
Salvageable signals, poles, and equipment will be removed and turned over to the CITY as
requested and implemented in the Plans and Specifications.
5.3.4 Traffic Management Plan
During design, the AUTHORITY shall prepare a Traffic Management Plan (TMP) for the CITY's
review and approval that addresses, to the extent appropriate, construction - related impacts to the
CITY's existing street traffic. The TMP will include normal traffic handling requirements during
construction of the Project, including staging, lane closures, detours, signage, Intelligent
Exhibit B
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT B
Transportation Systems (ITS), and signalization and will specify requirements for communicating with
the public and local agencies during construction.
5.3.5 Signage /Striping
New traffic signage shall be provided to facilitate new lane configurations and traffic conditions.
The AUTHORITY will be responsible for the design and installation of all signage. Existing signage
along the alignment that is not affected will remain unless it is in conflict with the new traffic conditions.
The AUTHORITY will be responsible for striping. Final striping shall be a thin mil thermoplastic
application. The AUTHORITY shall replace all striping removed and restore all striping damaged by
the Project and match to existing striping consistent with CITY standards as defined by Exhibit B,
Section 6.1.1, as needed. All signing and marking shall comply with Manual of Uniform Traffic Control
Devices.
5.4 BIKE FACILITIES
5.4.1 Bike Lanes
The AUTHORITY shall coordinate with the CITY on bike lane locations on streets within the
alignment, including those consistent with the Complete Streets study commissioned by the CITY.
The Parties shall confirm the roadway geometry for all streets, including bike lanes, early in the design
process; see Exhibit B, Section 5.3.1 for specifics.
5.4.2 Bike Paths
There are no bike paths included in the Project. The implementation of any bike path in the
PE ROW shall be considered a Betterment. Any license requirements for a bike path in the PE ROW
shall be addressed in the Public Way Use Agreement.
5.5 LANDSCAPING/[ IRRIGATION
Any landscaping or irrigation systems in the public way or on City property impacted by Project
construction will be replaced or relocated with drought tolerant landscaping, space permitting.
No new landscaped areas are required for this Project.
Exhibit B
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COOPERATIVE AGREEMENT NO. C-5 -3583
EXHIBIT B
Existing CITY owned irrigation systems that may be impacted by the Project will be tested prior
to construction to verify operational fitness. Systems found to be non - operational shall have heads,
valves, and controllers relocated and left in a connection -ready status.
5.6 LIGHTING
New Project lighting shall be LED lamps.
5.6.1 Public Way Lighting
There is no new street lighting included in this Project unless mutually agreed otherwise.
Lighting will be added to stops as necessary to meet pedestrian lighting standards. The AUTHORITY
is not required to upgrade existing lighting if not impacted by the Project.
5.6.2 PE ROW Lighting
The AUTHORITY may install operational lighting in the PE ROW if necessary for operations.
Pedestrian level lighting in the PE ROW is not included in the Project other than at stop locations.
5.6.3 Maintenance and Storage Facility (MSF) Lighting
The AUTHORITY shall implement lighting at the MSF facility in a manner consistentwith the
approved use and as necessary to ensure the safe and secure operation of the facility.
5.7 UTILITIES
5.7.1 CITY Utilities
CITY utilities include, but are not limited to, the CITY's water distribution system, storm drain
system, sanitary sewer system, traffic signal conduits, and the street lighting system. The
AUTHORITY's intent is to implement the Project with the least utility impacts possible. Any existing
utility in direct conflict with a Project element shall be relocated. Additionally, the AUTHORITY shall
apply the following criteria to utilities as applicable:
An existing utility may remain under the trackway, longitudinal and perpendicular, if the
material, type, condition, and load capacity of the utility is sufficient. The AUTHORITY shall
provide the CITY with an analysis report. Parties to agree on sufficiency.
Exhibit B
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT B
Existing access manholes, vaults, valve boxes, clean outs, and taps may be directly
adjacent to or on a case by case basis, within a track slab. Use of access points near the
streetcar track slab will require coordination with the AUTHORITY once the OC Streetcar
is operational.
No new utilities shall be installed longitudinally within 4 -feet of the track slab.
New utilities, installed during the Project and perpendicular to the streetcar alignment, shall
be encased no less than 4 -feet outside the track slab limits.
5.7.2 Public Utilities
The AUTHORITY shall initiate discussions with each public utility to rearrange or relocate its
public utility facilities that may be determined by the AUTHORITY and the CITY to conflict with the
Project. Public utilities are all non -CITY utilities including but not limited to communications, electric,
gas, and cable. in the event the public utility fails to agree or fails to make the rearrangement or
relocation in a timely manner, the CITY shall exercise and /or assign its rights under any state laws or
under any applicable franchise as requested by the AUTHORITY to effectuate such rearrangement or
relocation to permit the AUTHORITY to rearrange or relocate the utility in a timely manner. The CITY
shall cooperate with the AUTHORITY, shall provide assistance to the AUTHORITY as needed, and
shall join with the AUTHORITY as a party in the prosecution or defense of the CITY's and the
AUTHORITY's rights under the laws of the State of California to cause such rearrangements or
relocations. The AUTHORITY shall underground only those overhead utilities found in conflict with the
proposed Project elements. Additional undergrounding of overhead utilities, if not in conflict with the
Project, shall be considered a Betterment.
5.8 STREETCAR STOPS
5.8.1 Locations /Position
Project -wide it is anticipated there will be ten (10) streetcar stops for passengers to access the
streetcar in each direction. Side stops typically entail a passenger boarding area for each direction
Exhibit B
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT B
and have tracks only on one side. Center stops entail a passenger boarding area with tracks on each
side. To the extent the Parties determine jointly that the stop locations will increase roadway crossings
by pedestrians, the Project will include appropriate safety features to accommodate these crossings.
The stop locations are defined below:
Eastbound Stops
Harbor Boulevard /PE ROW
Fairview Street /PE ROW
Raitt Street/PE ROW
Bristol Street/Santa Ana Boulevard
Flower Street /Santa Ana Boulevard
Ross Street/4'h Street
Sycamore Street/4th Street
French Street /4'h Street
Lacy Street/Santa Ana Boulevard
Santa Ana Regional Transportation Center
Westbound Stops
Santa Ana Regional Transportation Center
Lacy Street/Santa Ana Boulevard
French Street/Santa Ana Boulevard
Sycamore Street/Santa Ana Boulevard
Ross Street/Santa Ana Boulevard
Flower Street /Santa Ana Boulevard
Bristol Street/Santa Ana Boulevard
Raitt Street/PE ROW
Fairview Street /PE ROW
Harbor Boulevard /PE ROW
Stop Tvpe
Side or Center
Side or Center
Side or Center
Side
Side
Side
Side
Side
Side
Center
Stop Tyne
Center
Side
Side
Side
Side
Side
Side
Side or Center
Side or Center
Side or Center
The stop types listed are primarily a function of the position of the streetcar guideway in the
roadway. If during design the streetcar alignment changes positions in a roadway, the stop types
listed here may be amended accordingly.
5.8.2 Stops
Sizing - Stops shall be long enough to support a single streetcar.
Exhibit B
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT B
Shelter- The stop shelters are intended to provide limited protection from rain or sun. The
shelters are not intended to be fully enclosed. Shelter specifics shall be developed during the
development of Project design criteria. The shelters shall utilize furnishings that are readily
available. Custom furnishings shall not be used.
Seating /Leaning Rail - The shelters shall have limited seating and /or leaning rail areas. No
other seating areas will be provided.
Ticket Vending Machines - At the AUTHORITY's discretion, each stop may have a ticket
vending machine.
Pavement Surface - The pavement surface at stops shall be surfaced to match the adjacent
sidewalk material for side - running stops and non - colored concrete on center platforms unless
mutually agreed otherwise. A tactile warning strip meeting federal requirements will be
provided on the track side of all stops.
5.9 TRACTION ELECTRIFICATION SYSTEM
The Traction Electrification System is comprised of two categories including Traction Power -
Substations (TPSS) and the Overhead Contact System (OCS).
5.9.1 Traction Power Substations
There are a total of five (5) TPSS planned for this Project. 'Substations shall be spaced as
necessary for the OC Streetcar to operate at the frequency desired. Substation locations have been
preliminarily identified. The CITY shall cooperate with AUTHORITY on locations for TPSS use
identified by the AUTHORITY.
The Parties agree that the TPSS may be prefabricated units. Depending on the specific
location of the TPSS, aesthetic treatments will be applied to reasonably blend the TPSS into its
surroundings. Aesthetic treatments may include but not be limited to walls, structures, fencing, paint
treatments, siding, or partial screening. Treatments will be provided for in the Station and Urban
Design effort in collaboration with the CITY.
Exhibit B
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT B
The AUTHORITY shall follow the CITY's permit approval process for each TPSS location
however; approval for driveway access at TPSS locations shall not be unreasonably withheld by the
CITY.
5.9.2 Overhead Contact System (OCS)
The OCS distributes the power generated by the TPSS that is used to propel the streetcars.
The poles used to support the OCS shall be smooth, round and tapered steel poles. The poles
will be a single color mutually agreed upon by the AUTHORITY and the CITY. The color selected for
the OCS poles will apply to all OCS poles within the CITY.
5.10 STREETCARS
The AUTHORITY is responsible for the procurement of streetcar vehicles.
5.11 MAINTENANCE AND STORAGE FACILITY (MSF) AND ACCESS TRACK
5.11.1 Zoning
The MSF site shall be zoned M1 or a similar zoning designation that will accommodate the
proposed facility, The CITY shall ensure the MSF is an allowed use.
The AUTHORITY shall design the facility to handle all loading and unloading of parts and
materials onsite. Loading areas shall not be visible from the street. The AUTHORITY may not use
mechanized equipment, such as a fork lift, to load or unload parts and products in the public right of
way. Parking for both employees and the public shall be accommodated in a single lot. Landscaping
in the parking lot shall be no more than 1 landscaped island per ten (10) spaces.
5.11.2 Site Development
The AUTHORITY will be allowed to have a zero lot -line setback requirement for the MSF from
a zoning standards standpoint. However, the AUTHORITY shall comply with all other code
requirements as applicable.
Exhibit B
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EXHIBIT B
5.11.3 Activity Periods
The AUTHORITY may conduct operations and maintenance activities at the MSF at any time
and on any day.
6.0 DESIGN
6.1.1 Design Criteria
The AUTHORITY will develop design criteria and standards for the Project that are consistent
with CITY design standards and guidelines. Applicable City standards are those in place on the
Effective Date of this Agreement unless agreed to otherwise. The Project design criteria shall include
the technical requirements and provisions for the Project and include which standards, specifications,
and other requirements will be adhered to by the AUTHORITY's design consultants and Construction
Contractors. The CITY shall review and approve design criteria that affect CITY owned assets. The
Project design criteria shall include a design exception process with the approval of the applicable
Party included. Once adopted, design criteria and referenced criteria requirements will not change
unless agreed mutually otherwise.
6.1.2 Project Information
The CITY shall provide the AUTHORITY with electronic copies of all available record drawings,
CADD files, and any other documents applicable to the Project.
6.1.3 Construction Phasing
During design, the AUTHORITY and the CITY will work collaboratively to develop the
construction phasing for the Project. The AUTHORITY and the CITY shall gather input from the public
in the development of construction phasing alternatives. The construction phasing plan shall be
developed by the sixty (60) percent design level of completion in order for the information to be
implemented into the Plans and Specifications.
Exhibit B
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EXHIBIT B
6.1.4 Packaging
The Plans and Specifications prepared by the AUTHORITY shall be comprehensive and
represent the complete design of the Project. All design plans shall be on a uniform border, numbered
sequentially, and segregated by discipline as deemed appropriate by the AUTHORITY. The design
plans and specifications, at the Ready to Bid stage, shall have a signature sheet for both AUTHORITY
approval and CITY concurrence. CITY orAUTHORITY signature on individual sheets or specifications
is not required.
6.1.5 Design Reviews
The Plans and Specification design package(s) will entail a formal review package including
30 percent, 60 percent, 90 percent, and Ready to Bid. Each shall be scheduled in advance with at
least a three -week notice provided for each submittal. The total review time shall be thirty (30) days
for each formal review package submittal. The thirty (30) day period begins when the City receives
the submittals. If multiple formal review packages are prepared the separate packages will not be
concurrently reviewed. In situations where the AUTHORITY intends to submit review packages
outside of the formal review packages, the CITY and the AUTHORITY will determine the review times
on a case by case basis. The AUTHORITY shall provide the number of copies of the Plans and
Specifications for review as requested by the CITY. The CITY shall provide written comments on
hard -copy prints, e -file comments, or tabular comments with clear reference to where the comment
applies in the review set. Comments must be clear, concise, and legible. Prior to submission to the
AUTHORITY, the CITY shall resolve any conflicting comments.
The MSF and TPSS site plan design packages shall be reviewed following the CITY's Site
Plan Review process and shall be no more than a sixty (60)- -day review. The MSF and TPSS
construction document packages shall be reviewed following the CITY's building permit review
process and shall be no more than a sixty (60) day review. The sixty (60) day period begins when the
Exhibit B
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EXHIBIT B
City receives the complete package of Plans and Specifications for each submittal. OCTA and the
CITY shall endeavor to shorten review durations where possible.
The AUTHORITY shall hold comment resolution meetings for each formal review stage and
discipline, and shall discuss rejected comments with each reviewer. It is the AUTHORITY's
responsibility to evaluate conflicting review comments between the various stakeholders (utility
companies, agencies, etc.) and work with the reviewers to develop a final disposition.
The AUTHORITY shall respond in writing to each comment received within thirty (30) days.
Any comments received after the review period shall be evaluated for relevance and shall be
incorporated into the next design submittal when applicable. Comments received after the Ready to
Bid review period, that have a material effect on Project cost or schedule shall be considered a
Betterment. The exclusion of any review comment from the CITY shall be discussed between the
Parties until mutually agreed upon. Any review comment not resolved within a reasonable time may
be requested by either Party to be resolved in the Dispute Resolution process, identified in Article
10.L.
The AUTHORITY shall adopt a validation process to ensure that all accepted comments (from
all reviewers) have been incorporated into the Plans and Specifications. The AUTHORITY shall
demonstrate to the CITY that all comments have been implemented or resolved satisfactorily in the
final Plans and Specifications.
Comments received that are deemed a Betterment, as determined by the AUTHORITY, shall
be discussed with the CITY to determine if the CITY is interested in submitting a Betterment request.
6.1.6 Authorization to Bid
The AUTHORITY may advertise the procurement of a Construction Contractor as necessary
to meet the Project schedule. The AUTHORITY shall not issue the Invitation for Bids for construction
until the Ready to Bid set of documents is complete as defined in Article 1 of the Agreement unless
provided for otherwise herein.
Exhibit B
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EXHIBIT B
The CITY shall not unnecessarily withhold the signing of the Ready to Bid cover sheet if the
AUTHORITY has addressed all comments in good faith. If no comments have been elevated in the
Dispute Resolution process as provided for in Article 101, the AUTHORITY may proceed into
construction fourteen (14) days following written notice to the CITY that all comments have been
addressed without the City's signature on the cover sheet.
6.1.7 Artistic Influence
The extent of the AUTHORITY's Project artwork obligations shall be to contract a station and
urban design consultant to develop aesthetic design concepts that will incorporate artistic influence
into the Project. Any artistic influence incorporated into the Project must meet FTA guidelines as an
eligible expense. All other requested artwork shall be considered a Betterment.
6.1.8 Station and Urban Design
The AUTHORITY shall develop station and urban design concepts through an urban design
consultant separate from the Project Design Consultant's scope of work, and gather community input
on the urban aspects of the Project. The AUTHORITY is committed to an iterative process focused
on securing community stakeholder consensus prior to advancing the concepts to final design. The
Parties agree that the iterative process shall be orchestrated in a manner that reduces the number of
concepts with each iteration. Once consensus is reached, the AUTHORITY shall advance the concept
to the Design Consultant responsible for final design.
7.0 PUBLIC INVOLVEMENT
The AUTHORITY shall lead Project public involvement. The AUTHORITY shall develop and
implement a public awareness campaign (PAC) in collaboration with and including input from the CITY
that includes business outreach to advise businesses, residents, elected officials, motorists, and
media of Project status. The AUTHORITY shall report on activities and collateral material
development during the Project. The AUTHORITY shall keep the CITY informed on PAC events,
notices, and Project updates.
Exhibit B
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EXHIBIT B
8.0 REAL ESTATE
The AUTHORITY shall be responsible for all right of way acquisition activities. If necessary,
the AUTHORITY and the CITY shall cooperate in implementing eminent domain. If requested by the
AUTHORITY, the CITY shall conduct public hearings to hear resolutions of necessity and agrees to
exercise its rights under eminent domain, to assign all of its rights, and to join the AUTHORITY in
litigation if necessary. Compensation for right of way acquisition support is addressed in Exhibit C,
Section 5.1.3.
9.0 COORDINATION OF ADJACENT PROJECTS
The CITY agrees to keep the AUTHORITY informed on all design and construction projects
that may directly impact this Project and that are submitted to the CITY for approval. This includes,
but is not limited to, utility projects, communication projects, development projects, and other
improvement projects.
To the extent permitted by law and except for renewals or extensions of existing licenses or
permits, and renewals or extensions of existing use rights, the CITY shall not issue new licenses,
permits, or use rights within the City's public right of way that materially interfere with the
AUTHORITY's construction of the Project.
10.0 PERMITS AND COORDINATION
10.1 USE OF RIGHT OF WAY
The CITY agrees to grant to the AUTHORITY certain non - exclusive rights to use the CITY right
of way for streetcar purposes, including the right to construct, operate, and maintain tracks, stations,
OC Streetcar elements, and other improvements necessary for the OC Streetcar on that portion of the
Project alignment constituting the CITY's public way or right of way. The AUTHORITY's use of the
CITY's public way or right of way shall be at no charge and upon such terms and conditions as set
forth in a Public Way Use Agreement.
Exhibit B
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EXHIBIT B
10.2 PERMITS
By executing this Agreement, the CITY agrees to use its best efforts to facilitate all necessary
authority, permission, and permits to enable the AUTHORITY to construct the Project as set forth
herein. The CITY and the AUTHORITY acknowledge that the intent of this Agreement is to incorporate
the majority of the CITY's requirements with respect to the permit the AUTHORITY must obtain to
construct the Project. However, before the AUTHORITY begins construction, the AUTHORITY shall
apply for and the CITY agrees to not unreasonably withhold such permit(s).
The AUTHORITY, and /or its Construction Contractor(s), shall not be charged for the CITY's
fixed cost permit issuance fees for building and street work permits deemed necessary for the Project.
10.3 CITY PROPERTY
The CITY agrees to sell to the AUTHORITY the CITY property, at the appraised value,
necessary for the AUTHORITY to construct, operate, and maintain a traction power substation and
related equipment necessary for the OC Streetcar at the following two (2) locations as follows:
CITY property located_ at the southwest corner of the Bristol Street/Santa Ana Blvd.
intersection;
Y CITY property located in the northeast corner of the Garfield Street /Santa Ana Blvd.
intersection.
The CITY agrees to grant to the AUTHORITY an easement to use CITY property for streetcar
purposes, including the right to construct, operate, and maintain traction power substations and related
equipment necessary for the OC Streetcar at the following location for monetary or other
consideration:
6 CITY property located in the City Civic Center Plaza on the north side of Santa Ana
Blvd west of Ross Street.
The AUTHORITY agrees to minimize the amount of property purchased or used while
providing for construction, operations, and maintenance activities. The AUTHORITY and the CITY
Exhibit B
Paae 18
COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT B
shall work collaboratively to ensure the traction power substation sites are not obtrusive to surrounding
uses through the Station and Urban Design process identified in Exhibit B Section 5.9.1.
11.0 ENVIRONMENTAL
11.1 MONITORING
Pursuant to CEQA Guidelines Section 15097(a), the CITY delegates the CITY's reporting and
monitoring responsibilities as set forth in the Mitigation Monitoring and Reporting Program to the
AUTHORITY, and the AUTHORITY accepts the delegation of those reporting and monitoring
responsibilities. The CITY shall participate in meetings related to the Mitigation Monitoring and
Reporting Program as needed and receive regular updates on the progress. The AUTHORITY shall
provide copies of all environmental reporting and monitoring reports to the CITY to ensure compliance
is maintained. In accordance with CEQA Guidelines Section 15097(a), the CITY ultimately remains
responsible for ensuring that the mitigation measures in the Mitigation Monitoring and Reporting
Program are implemented.
11.2 ENVIRONMENTAL DOCUMENT UPDATES
In the event the AUTHORITY deems it necessary to make significant changes to the Project
descriptions as submitted to the Federal Transit Administration or used for purposes of the
Environmental Impact Report, the AUTHORITY shall take the lead on preparing any required updates.
The CITY shall be responsible for supporting and coordinating with the AUTHORITY in completing
any additional environmental review required under State or federal law. The reimbursement of CITY
costs associated with this coordination are addressed in Exhibit C Section 5.1.3 Additional Support.
Exhibit B
Page 19
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT C
FINANCIAL OBLIGATIONS
1.0 DEFINITIONS
The terms defined in Article 1 of this Agreement are incorporated into and made a part of
Exhibit C.
2.0 PROJECT FUNDING
The AUTHORITY is responsible for securing and administering all federal, state, and local
funding for the Project.
3.0 PROJECT COSTS
The AUTHORITY is responsible for all Project capital costs. The AUTHORITY is not
responsible for Betterment costs.
4.0 BETTERMENTS
4.1 BETTERMENT REQUESTS
Betterment requests submitted by the CITY to the AUTHORITY shall be established as
separate cooperative agreements or as amendments to existing cooperative agreements under the
framework established herein. All Betterments shall be paid for by the CITY. The following steps for
a Betterment include:
1. The CITY shall submit to the AUTHORITY a Betterment request in writing. Each request
shall include a detailed scope of work including identification of any work the CITY intends
to self - perform.
2. The AUTHORITY shall review the Betterment request and prepare and submit to the CITY
a proposal identifying scope clarifications, design costs, construction costs, and
administration /management costs.
3. The CITY shall review the Betterment proposal. If acceptable, the CITY shall submit written
authorization for the AUTHORITY to move forward. If further negotiations are necessary
before authorization is provided, the CITY and the AUTHORITY shall negotiate and update
the proposal to accurately reflect the negotiated terms and conditions. The AUTHORITY
Exhibit C
CC a
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT C
reserves the right to decline any Betterment request that materially impacts the Project
schedule.
4. All Betterment reimbursements by the CITY shall be lump sum and shall equal the agreed
upon budget amount. The AUTHORITY agrees to segregate the Betterment with respect
to accounting and cost reporting.
Any design work done by the AUTHORITY's Design Consultant on a Betterment, and
incorporated into the Plans and Specifications, shall be constructed, without exception, by the
AUTHORITY's Construction Contractor, as part of the Project construction effort.
4.2 BETTERMENT REIMBURSEMENT
The City's reimbursement of AUTHORITY costs associated with a Betterment shall be on a
lump sum basis. Each Betterment cooperative agreement shall identify the timing and methodology
for reimbursement.
5.0 CITY COSTS
5.1 CITY SUPPORT SCOPE
5.1.1 City Staff Support
City staffing support is CITY staff time spent in support of the Project and includes, but is not
limited to, administering the CITY's support efforts, Project meetings, construction package reviews,
site plan reviews, station and urban design participation, and public outreach efforts. The City
Representative is responsible for managing CITY staff support on the Project and shall ensure time
charged is reasonable and necessary. Support costs are for the design phase of the Project and shall
not include costs incurred past the notice to proceed for construction.
5.1.2 City Consultant Services
Any consultant services used by the CITY on behalf of the Project shall be coordinated with
the AUTHORITY. Any existing contracts the CITY intends to use for Project support must be reviewed
by the AUTHORITY for compliance with FTA requirements and the CITY agrees to follow the
55Exhibit
C
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT C
AUTHORITY's requirements for contract modifications or task order language, if applicable, prior to
advancing any Project support work.
Should the CITY determine a need for additional consultant services, the CITY shall submit
the scope, schedule and budget to the AUTHORITY for review and approval prior to commencing the
procurement or authorizing the work under existing contracts. The AUTHORITY will verify there is no
potential duplication of effort or risks to the overall Project schedule and budget and that there is no
existing conflict of interest with existing contracts. In addition, the AUTHORITY will confirm the
forecasted expenditures are eligible for reimbursement. All procurements must meet FTA
requirements.
The CITY agrees to include information regarding conflict of interest with current AUTHORITY
contracts and future AUTHORITY procurements related to the Project in all CITY support
procurements.
Support costs are for the design phase of the Project and shall not include costs incurred past
the notice to proceed for construction. CITY support costs associated with the construction phase of
the Project will be addressed in the Construction Agreement.
5.1.3 Additional City Support
Additional City Support is to provide a means for the AUTHORITY to secure CITY support for
the condemnation of property and for support on environmental update documents in a timely manner.
The AUTHORITY recognizes that the CITY may use existing contracts for legal or other services to
provide Additional City Support as requested by the AUTHORITY in accordance with the procedures
below. The AUTHORITY shall use its best efforts to facilitate the CITY's use of such agreements,
including without limitation seeking a waiver or other relief from applicable FTA requirements as
necessary. In the event the CITY is unable to use an existing agreement for the purposes of providing
Additional City Support because of noncompliance with FTA requirements, the AUTHORITY
Exhibit C
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT C
recognizes that the CITY in those circumstances may be unable to render Additional City Support,
and the CITY shall thereupon be relieved from any obligation under this section.
Additional City Support is not intended to provide contingency for other Work Plan activities.
The following procedure shall be followed when Additional City Support is requested:
1. The AUTHORITY shall submit to the CITY a support request in writing. Each request shall
include a detailed scope of work. For time sensitive activities, the AUTHORITY may
authorize an initial amount in the request for support.
2. If an initial authorization is provided, the CITY shall provide support as requested and then
the CITY shall prepare and submit to the AUTHORITY a proposal identifying scope
clarifications, support costs, managementladministrative costs, and any third party costs.
3. The AUTHORITY shall review the CITY's support proposal. If further negotiations are
necessary before authorization is provided, the CITY and the AUTHORITY shall negotiate
and update the proposal to accurately reflect the negotiated terms and conditions. If the
cost of the support will exceed the provisional amount provided for Additional City Support,
the Parties shall amend Article 7.0— Maximum Obligation and provide a supplemental work
plan to Exhibit E — City Support Work Plan.
4. All Additional Support Work shall be tracked separately and segregated as an independent
task as identified with each authorization when invoicing.
5.2 CITY WORK PLAN BUDGET
5.2.1 City Staff Support
The CITY staff support budget has been developed by identifying positions, hours, and rates
in the categories shown in the City Support Work Plan ( "Work Plan ") in Exhibit E.
AUTHORITY will reimburse CITY for actual CITY staff support costs incurred in accordance
with the Work Plan budget. Actual costs include all eligible CITY direct and indirect costs. The actual
indirect cost recovery rate applied to direct labor costs will be adjusted following federal regulations.
CCExhibit
C
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT C
The cost to develop a Cost Allocation Plan to determine an indirect cost recovery rate is not eligible
for reimbursement.
5.2.2 Additional City Support
Additional CITY support costs not included in the CITY Work Plan budget shall be included in
an amendment to this Agreement. The CITY may not provide additional support without prior written
authorization from the AUTHORITY.
5.2.3 Periodic Cost Reviews
The AUTHORITY and the CITY agree to regularly monitor CITY costs expended in comparison
to the CITY support budget and the remaining effort anticipated. A formal review of funds expended
shall be conducted by the Parties immediately following the submittal of the CITY's invoice inclusive
of the construction package reviews at the 30 %, 60 %, and 90% periods which are generally scheduled
for June 2016, January 2017, and June 2017 respectively. In the event the remaining level of effort
required, as agreed to by the Parties, exceeds the remaining budget, the Work Plan Budget shall be
updated through an amendment to this Agreement.
5.3 INVOICING PROCEDURES
Each month, the CITY shall submit an invoice to the AUTHORITY for actual costs incurred the
prior month. Invoices shall be submitted within 30 days of the end of the monthly invoice period.
Invoices shall be submitted in duplicate to AUTHORITY's Accounts Payable office. The CITY may
also submit invoices electronically to the AUTHORITY's Accounts Payable Department
at vendorinvoices@octa.net. The AUTHORITY shall remit payment within thirty (30) days of the
receipt and approval of each invoice. Each invoice shall include the following information:
1. Reference to Agreement No. C -5 -3583;
2. The time period covered by the invoice;
3. An identification of the execution date of this Agreement;
4. Work Plan budget and cumulative invoice amount;
EE.
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT C
5. Hours worked per person in the invoiced period;
6. Burdened Rate per person invoiced;
7. Indirect cost recovery rate applied to the total cost of CITY direct labor;
8. Current invoice payment amount due;
9. Signed and approved timesheets;
10. Description of work performed adequate to correlate hours shown and work performed;
11. Consultant invoices for the invoice period with the same information as required above,
and
12. Any other information requested by the AUTHORITY to reasonably substantiate the validity
of an invoice.
5.4 CONSULTANT PAYMENT VERIFICATION
The CITY shall provide the AUTHORITY verification of all consultant payments made by the
CITY associated with CITY support within thirty (30) days of the consultant payment date.
6.0 NOT USED
7.0 FEES
7.1 PERMIT FEES
The AUTHORITY, and /or its Construction Contractor(s), shall not be charged for the CITY's
fixed -cost permit issuance fees for building and street work permits deemed necessary for the Project.
7.2 DEVELOPMENT IMPACT FEES
The AUTHORITY shall pay for CITY adopted and third party development impact fees such as
water and sewer connections, among others, which are related to site improvements for individual
stations, maintenance facilities and other similar structures supporting the Project.
2255ExhWiib riitt,
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT D
REQUIRED FEDERAL CLAUSES FOR THIRD PARTY AGREEMENTS
The following provisions apply to all purchases regardless of its value:
ARTICLE 1. FEDERAL CHANGES
CONSULTANT 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. CONSULTANT's failure to comply shall constitute a material breach
of contract.
ARTICLE 2. NO FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES
AUTHORITY and CONSULTANT 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, CONSULTANT, or any other party (whether or not a party to this Agreement) pertaining
to any matter resulting from the underlying Agreement. CONSULTANT agrees to include these
requirements in all of its subcontracts.
ARTICLE 3. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATEDT
ACTS
A. CONSULTANT 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, CONSULTANT 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. CONSULTANT 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 penalties of the
Program Fraud Civil Remedies Act of 1986 on CONSULTANT to the extent the Federal Government
deems appropriate.
B. CONSULTANT 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) at seq. on CONSULTANT, to the
extent the Federal Government deems appropriate. CONSULTANT agrees to include this
requirement in all of its subcontracts.
ARTICLE 4. CIVIL RIGHTS ASSURANCE
During the performance of this Agreement, CONSULTANT, for itself, its assignees and
successors in interest agree as follows:
Euxhiibiitt D
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT D
A. Compliance with Regulations: CONSULTANT 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: CONSULTANT, 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.
CONSULTANT 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 CONSULTANT 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 CONSULTANT of CONSULTANT's obligations
under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color,
or national origin.
D. Information and Reports: CONSULTANT 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 CONSULTANT is -in- the exclusive possession of another who
fails or refuses to furnish this information CONSULTANT 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 CONSULTANT'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 CONSULTANT under the Agreement until
CONSULTANT 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 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,
2255Er
xhibit D
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT D
activities, and services of public entities, as well as imposes specific requirements on public and
private providers of transportation.
H. Incorporation of Provisions: CONSULTANT 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. CONSULTANT shall take
such action with respect to any subcontractor procurement as the AUTHORITY may direct as a means
of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the
event CONSULTANT becomes involved in, or is threatened with, litigation with a subcontractor or
supplier as a result of such direction, CONSULTANT may request the AUTHORITY to enter into such
litigation to protect the interests of the AUTHORITY, and, in addition, CONSULTANT may request the
United States to enter into such litigation to protect the interests of the United States.
ARTICLE 5.
DBE Participation
It is the Consultant's responsibility to be fully informed regarding the requirements of 49
CFR, Part 26 and the Orange County Transportation Authority's (Authority's) DBE program
developed pursuant to these regulations. Particular attention is directed to the following:
A. A DBE must be a small business firm defined pursuant to 13 CFR 121 and be certified through
the California Unified Certification Program (CUCP).
B. A certified DBE may participate as prime consultant subconsultant, joint venture partner, as
a vendor of material or supplies, or as a trucking company.
C. A DBE must perform a commercially useful function pursuant to 49 CFR 26.55 that is, a DBE
firm 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.
D. Consultant must not claim DBE participation as attained until the amount to be claimed is paid
and fully adheres to DBE crediting provisions.
If the Consultant has committed to utilize DBE(s) in the performance of this DOT - assisted
contract, the Consultant's submitted "DBE Participation Commitment Form" will be utilized to
monitor Consultant's DBE commitments, unless otherwise directed and /or approved by the
Authority prior to the Consultant effectuating any changes to its DBE participation commitment(s)
Refer to Subsection H: "Performance of DBE Subconsu /tants').
Consultant must complete and submit all required DBE documentation to effectively
capture all DBE utilization on the Authority's DOT- assisted contracts whether achieved race
neutrally or race consciously. Even if a Consultant has not committed to utilize DBE(s) in the
performance of this contract, the Consultant must execute and submit all required DBE forms and
other related documentation as specified under this contract or as otherwise requested by the
Authority. No changes to the Consultant's DBE Commitment must be made until proper protocols
for review and approval of the Authority are rendered in writing.
To ensure full compliance with the requirements of 49 CFR, Part 26 and the Authority's
DBE Program, the Consultant must:
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT D
A. Take appropriate actions to ensure that it will continue to meet the DBE Commitment at the
minimal level committed to at award or will satisfy the good faith efforts to meet the DBE
Commitment, when change orders or other contract modifications alter the dollar amount of
the contract or the distribution of work. The Consultant must apply and report its DBE goal
commitments against the total Contract Value, including any contract change orders and/or
amendments.
DBE Policy and Applicability
In accordance with federal financial assistance agreements with the U.S. Department of
Transportation (U.S. DOT), the 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 and the Authority's DBE program. 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, Part 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:
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.
Ensure that DBEs can fairly _compete for and perform on all DOT - assisted contracts and _
subcontracts.
Ensure non - discrimination in the award and administration of Authority's DOT - assisted
contracts.
Create a level playing field on which DBEs can compete fairly for DOT - assisted contracts.
Ensure that only firms that fully meet 49 CFR, Part 26 eligibility standards are permitted to
participate as DBEs.
Help remove barriers to the participation of DBEs in DOT - assisted contracts.
Assist in the development of firms that can compete successfully in the marketplace
outside the DBE Program.
Consultant must not discriminate on the basis of race, color, national origin, or sex in the
award and performance of subconsultant.
Any terms used in this section that are defined in 49 CFR, Part 26, or elsewhere in
the Regulations, must 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 must prevail.
Exhibit
1/
D.
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT D
III. Authority's DBE Policy Implementation Directives
Pursuant to the provisions associated with federal regulation 49 CFR, Part 26, the
Disadvantaged Business Enterprise (DBE) program exists to ensure participation, equitable
competition, and assistance to participants in the USDOT DBE program. Accordingly, based on
the Authority's analysis of its past utilization data, coupled with its examination of similar Agencies'
Disparity Study and recent Goal Methodology findings the Authority has implemented the
reinstatement of the DBE program utilizing both race - conscious and race- neutral means across
the board as all protected groups participation have been affected using strictly race neutral means
on its FTA- assisted contracts.
The Authority reinstates the use of contract goals and good faith efforts. Meeting the
contract- specific goal by committing to utilize DBEs or documenting a bona fide good faith effort
to do so, is a condition of award. Additionally, contract - specific goals are now specifically targeted
at DBEs (DBEs owned and controlled by Black Americans, Hispanic Americans, Asian- Pacific
Americans, Native Americans, Asian- Pacific Americans, Sub - Continent Asian Americans, and
Women). In the event of a substitution, a DBE must be substituted with another DBE or
documented adequate good faith efforts to do so must be made, in orderto meet the contract goal
and DBE contract requirements.
I. Definitions
The following definitions apply to the terms 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 must 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
r
Exhibit D
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT D
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.
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 Consultant.
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. "Fraud" includes a firm that does not meet the eligibility criteria of being a certified DBE and
that attempts to participate in a DOT - assisted program as a DBE on the basis of false,
fraudulent, or deceitful statements or representations or under circumstances indicating a
serious lack of business integrity or honesty. The Authority may take enforcement action under
49 CFR, Part 31, Program Fraud and Civil Remedies, against any participant in the DBE
program whose conduct is subject to such action under 49 CFR, Part 31. The Authority may
refer the case to the Department of Justice, for prosecution under 18 U.S.C. 1001 or other
applicable provisions of law, any person who makes a false or fraudulent statement in
connection with participation of a DBE in any DOT- assisted program or otherwise violates
applicable Federal statutes.
8. "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 a recognized
California Unified Certification Program Certifying Agency to meet the social and economic
disadvantage criteria described below.
F
COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT D
A. "Social Disadvantage"
1. 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.
2. The individual must demonstrate that he /she has personally suffered social
disadvantage.
3. The individual's social disadvantage must be rooted in treatment, which he /she has
experienced in American society, not in other countries.
4. The individual's social disadvantage must be chronic, longstanding and substantial, not
fleeting or insignificant.
5. The individual's social disadvantage must have negatively affected his /her entry into
and /or advancement in the business world.
6. A determination of social disadvantage must be made before proceeding to make a
determination of economic disadvantage.
B. "Economic Disadvantage"
1. 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.
2. 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
IV. Submission of DBE Information and Ongoing Reporting Requirements (Post - Award)
If there is a DBE goal on the contract, Consultant must complete and submit the
following DBE exhibits (forms) consistent with Consultant DBE Goal Commitment within the
specified timelines. Even if no DBE participation will be reported, the Consultant must execute
and return the form:
1. "Monthly DBE Subconsultant Commitment and Attainment Report Summary
and Payment Verification " (Form 103)
The purpose of this form is to ensure Consultant DBE commitments are attained,
properly reported and credited in accordance with DBE crediting provisions based on
the capacity the DBE performs the scope of work/service. This form further serves to
collect DBE utilization data required under 49 CFR, Part 26.
Exhibit D
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EXHIBIT D
The Consultant is required to complete and submit a Form 103 to the Authority
by the 10th of each month until completion of the contract. The Consultant must submit
its first Form 103 following the first month of contract activity. Upon completion of the
contract, the Consultant must complete and submit a "Final: Monthly DBE Subconsultant
Commitment and Attainment Report Summary and Payment Verification" (Form 103) to
facilitate reporting and capturing actual DBE attainments at conclusion of the contract.
The Form 103 must include the following information:
A. General Contract Information — Including Contract Number and Name, Prime
Consultant and the following:
1. Original Contract Amount
2. Running Total of Change Order Amount
3. Current Contract Amount
4. Amount Paid to Consultant during Month
5. Amount Paid to Consultant from Inception to Date
6. DBE Contract Goal
7. Total Dollar Amount of DBE Commitment
8. DBE Commitment as Percentage of Current Contract Amount
B. Listed and /Proposed Consultant/Subconsultant Information — For All DBE
participation being claimed either Race Neutrally or Race Consciously,
regardless of tier:_
1. DBE Firm Name, Address, Phone Number, DBE Type of Operation,
Certification Type and Certification Number.
2. DBE Firm Contract Value Information:
Original contract amount, running total of change order amount, Current
contract amount, Amount paid to Consultant during month and Amount paid
to Consultant to date.
2. Consultant Assurance of Full Compliance with Prompt Payment Provisions
Consultant to sign the prompt payment assurance statement of compliance
contained within the Form 103. Consultant is to further maintain and submit at the
request of Authority a detailed running tally of related invoices submitted by DBE(s)
and Non DBE(s), including dates of invoice submission, dates accepted and
corresponding dates and amount of payments made. The Payment and Retention
Reporting tally must also include:
DBE(s) and Non DBE(s) Invoice Number, Invoice Amount, Invoice Date,
Prime Consultant's Invoice Number that incorporated the corresponding DBE and
Non DBE invoice(s) for billing purposes, Date of Invoice submission to Authority,
Date and amount Authority paid on Prime Consultant's Invoice. The report must also
reflect a breakout of retention withheld (including retention as specified in
subcontract agreement(s) and disputed invoice retention) and retention payments
made, check number and date paid to DBE and Non DBE.
2255Exhibit
D
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT D
Consultant is advised not to report the participation of DBE(s) toward the
Consultant's DBE attainment until the amount being claimed has been paid to the
DBE. Verification of payments and /or a signed Verification of Payment by the
applicable DBE or Non DBE must be submitted with Form 103 to authenticate
reported payments.
3. DBE Subcontract Agreements
The Consultant must submit to the Authority copies of executed subcontracts
and /or purchase orders (PO) for all DBE firms participating on the contract within ten
10) working days of award. The Consultant must immediately notify the Authority in
writing of any problems it may have in obtaining the subcontract agreements from
listed DBE firms within the specified time.
4. "Monthly DBE Trucking Verification" Form
Prior to the 10th of each month, the Consultant must submit documentation
on the "Monthly DBE Trucking Verification" Form to the Authority showing the
amount paid to DBE trucking companies. The Consultant must also obtain and
submit documentation to the Authority showing the amount paid by DBE trucking
companies to all firms, including owner - operators, for the leasing of trucks. If the
DBE leases trucks from a non -DBE, the Contactor may count only the fee or
commission the DBE receives as a result of the lease arrangement.
The Consultant must also obtain and submit documentation to the Authority
showing the truck number, owner's name, California Highway Patrol CA number,
and if applicable, the DBE certification number of the owner of the truck for all trucks
used during that month.
5. "Final Report- Utilization of Disadvantaged Business Enterprises (DBE), First
Tier Subconsultants"
Upon completion of the contract, a summary of these records must be
prepared on the: "Final Report - Utilization of Disadvantaged Business Enterprises
DBE), First Tier Subconsultants" and certified correct by the Consultant or the
Consultant's authorized representative, and must be furnished to the Engineer. The
form must be furnished to the Authority within ninety (90) days from the date of
contract acceptance. The amount of $10,000 will be withheld from payment until a
satisfactory form is submitted.
Disadvantaged Business Enterprises (DBE) Certification Status Change"
If a DBE Sub is decertified during the life of the project, the decertified
Subconsultant must notify the Consultant in writing with the date of decertification.
If a Subconsultant becomes a certified DBE during the life of the project, the
Subconsultant must notify the Consultant in writing with the date of certification
Attach DBE certification /Decertification letter). The Consultant must furnish the
written documentation to the AUTHORITY.
Exhiibiirttcr1D
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT D
Upon completion of the contract, the "Disadvantaged Business Enterprises
DBE) Certification Status Change" must be signed and certified correct by the
Consultant indicating the DBEs' existing certification status. If there are no changes,
please indicate "No Changes ". The certified form must be furnished to the Authority
within ninety (90) days from the date of contract acceptance.
V. DBE Eligibility and Commercially Useful Function Standards
A DBE must be certified at the time of Proposal submission:
A certified 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.
2. A DBE may participate as a Prime Consultant, Subconsultant, joint venture partner with
a Prime or Subconsultant, vendor of material or supplies, or as a trucking company.
3. 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.
4. At time of proposal submission, DBEs must be certified by the California Unified
Certification Program (CUCP). Listings of DBEs certified by the CUCP are available
from the following sources:
A. 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.
5. 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.
V1. DBE Crediting Provisions
1. When a DBE is proposed to participate in the contract, either as a Prime Consultant or
Subconsultant, at any tier, only the value of the work proposed to be performed by the
DBE with its own forces may be counted towards DBE participation. If the Consultant
is a DBE joint venture participant, only the DBE proportionate interest in the joint
venture must be counted.
2. If a DBE intends to subcontract part of the work of its subcontract to a lower -tier
Subconsultant, the value of the subcontracted work may be counted toward DBE
participation only if the Subconsultant is a certified DBE and actually performs the work
Exhibit D
25E4$
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT D
with their own forces. Services subcontracted to a Non -DBE firm may not be credited
toward the Prime Consultant's DBE attainment.
3. Consultant is to calculate and credit participation by eligible DBE vendors of equipment,
materials, and suppliers toward DBE attainment, as follows:
A. Sixty percent (60 %) of expenditure(s) for equipment, materials and supplies
required under the Contract, obtained from a regular dealer; or
B. One hundred percent (100 %) of expenditure(s) for equipment, materials
and supplies required under the Contract, obtained from a DBE
manufacturer.
4. The following types of fees or commissions paid to DBE Subconsultants, Brokers, and
Packagers may be credited toward the prime Consultant's 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:
A. 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;
B. 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, or a regular dealer in, the
material and supplies;
C. Fees and commissions charged for providing any insurance specifically
required in performance of the Contract
5. Consultant may count the participation of DBE trucking companies toward DBE
attainment, as follows:
A. The DBE must be responsible for the management and supervision of the
entire trucking operation for which it is responsible on a particular contract.
B. The DBE must itself own and operate at least one fully licensed, insured,
and operational truck used on the contract.
C. 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.
D. 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.
E. 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.
F. 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
Exhibit D
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT D
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.
6. If the Consultant listed a non - certified 1$I tier Subconsultant to perform work on this
contract, and the non - certified Subconsultant subcontracts a part of its work or
purchases materials and /or supplies from a lower tier DBE certified Subconsultant or
Vendor, the value of work performed by the lower tier DBE firm's own forces can be
counted toward DBE participation on the contract. If a DBE Consultant performs the
installation of purchased materials and supplies they are eligible for full credit of the
cost of the materials.
VII. Performance of DBE Subconsultants
DBEs must perform work or supply materials as listed in the "DBE Participation
Commitment Form" specified under "DBE Proposal Submission Requirements" of these special
provisions. Do not terminate a DBE listed Subconsultant for convenience and perform the work
with your own forces or obtain materials from other sources without prior written authorization from
the AUTHORITY.
The AUTHORITY grants authorization to use other forces or sources of materials for
requests that show any of the following justifications (written approval from the AUTHORITY must
be- obtained- prior -to effectuating -a- substitution):
1. Listed DBE fails or refuses to execute a written contract based on plans and specifications
for the project.
2. You stipulate a bond is a condition of executing the subcontract and the listed DBE fails to
meet your bond requirements.
3. Work requires a Consultants' license and listed DBE does not have a valid license under
Consultants License Law.
4. Listed DBE fails or refuses to perform the work or furnish the listed materials.
5. Listed DBE's work is unsatisfactory and not in compliance with the contract.
6. Listed DBE delays or disrupts the progress of the work.
7. Listed DBE becomes bankrupt or insolvent.
If a listed DBE Subconsultant is terminated, you must make good faith efforts to find
another DBE Subconsultant to substitute for the original DBE. The substitute DBE must perform
at least the same amount of work as the original DBE under the contract to the extent needed to
meet the DBE goal.
The substitute DBE must be certified as a DBE at the time of request for substitution. The
AUTHORITY does not pay for work or material unless it is performed or supplied by the listed
DBE, unless the DBE is terminated in accordance with this section.
Exhibit D
2c5
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT D
Vlll. Additional DBE Subconsultants
In the event Consultant identifies additional DBE Subconsultants or suppliers not
previously identified by Consultant for DBE participation underthe contract, Consultant must notify
the Authority by submitting "Request for Additional DBE Firm" to enable Consultant to capture all
DBE participation. Consultant must 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).
IX. DBE "Frauds" and "Fronts"
Only legitimate DBEs are eligible to participate as DBEs in the Authority's federally -
assisted contracts. Proposers are cautioned against knowingly and willfully using "fronts." The
use of "fronts" and "pass through" subcontracts to non - disadvantaged firms constitute criminal
violations. Further, any indication of fraud, waste, abuse or mismanagement of Federal funds
should be immediately reported to the Office of Inspector General, U.S. Department of
Transportation at the toll -free hotline: (800) 424 -9071; or to the following: 245 Murray Drive,
Building 410, Washington, DC 20223; Telephone: (202) 406 -570.
X. Consultant's Assurance Clause Regarding Non - Discrimination
In compliance with State and Federal anti - discrimination laws, the Consultant must 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, the Consultant must affirm that they will
consider, and utilize Subconsultants and vendors, in mannerconsistent with non - discrimination
objectives.
XI. Prompt Pavment Clause
Upon receipt of payment by Authority, Consultant agrees to promptly pay each
Subconsultant for the satisfactory work performed under this Agreement, no later than seven (7)
calendar days. Consultant agrees further to return retainage payments to each Subconsultant
within thirty (30) calendar days after the Subconsultant's work is satisfactorily completed. Authority
reserves the right to request the appropriate documentation from Consultant showing payment
has been made to the Subconsultants. Any delay or postponement of payment from the above
referenced time frames may occur only for good cause following written approval by Authority.
In accordance with 49 CFR part 26.29 "Prompt Payment Provisions" (DBE Final Rule) the
Authority will elect to utilize the following method to comply with the prompt payment of retainage
requirement:
Hold retainage from the Consultant and provide for prompt and regular incremental
acceptances of portions of the Consultant, pay retainage to prime Consultants based on these
acceptances, and require a contract clause obligating the Consultant to pay all retainage owed to
the Subconsultants for satisfactory completion of the accepted work within thirty (30) days after
payment to the Consultant.
Exhibit D
COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT D
Failure to comply with this provision or delay in payment without prior written approval from
Authority will constitute noncompliance, which may result in appropriate administrative sanctions,
including, but not limited to a withhold of two (2 %) percent of the invoice amount due per month
for every month that payment is not made.
These prompt payment provisions must be incorporated in all subcontract agreements
issued by Consultant under this Agreement. Each subcontract must require the Subconsultant to
make payments to sub - Subconsultants and suppliers in a similar manner.
Al. Administrative Remedies and Enforcement
Consultant must fully comply with the DBE contract requirements, including the Authority's
DBE Program and Title 49 CFR, Part 26 "Participation of Disadvantaged Businesses in
Department of Transportation Financial Assistance Programs" and ensure that all Subconsultants
regardless of tier are also fully compliant. Consultant's failure to comply constitutes a material
breach of contract, wherein the Authority will impose all available administrative sanctions
including payment withholdings, necessary to effectuate full compliance. In instances
of identified non - compliance, a Cure Notice will be issued to the Consultant identifying the DBE
non - compliance matter(s) and specifying the required course of action for remedy.
The Consultant must be given ten (10) working days from the date of the Cure Notice to
remedy or to (1) File a written appeal accompanied with supporting documentation and /or (2)
Request a hearing with the Authority to reconsider the Authority's DBE determination. Failure to
respond within the ten (10) working day period must constitute a waiver of the Consultant's right
to appeal. If the Consultant files an appeal, the Authority, - must issue -a- written - determination and /or
set a hearing date within ten (10) working days of receipt of the written appeal, as applicable. A
final Determination will be issued within ten (10) working days after the hearing, as applicable.
If, after review of the Consultant's appeal, the Authority decides to uphold the decision to
impose DBE administrative remedies on the Consultant, the written determination must state the
specific remedy(s) to be imposed.
Failure to comply with the Cure Notice and /or to remedy the identified DBE non - compliance
matter(s) is a material breach of contract and is subject to administrative remedies, including,
withholding at minimum of two (2 %) percent of the invoice amount due per month for every month
that the identified non - compliance matter(s) is not remedied. Upon satisfactory compliance the
Authority will release all withholdings.
In addition to administrative remedies defined in this section, the Authority is not precluded
from invoking other contractual and /or legal remedies available under federal, state or local laws.
ARTICLE 6. ACCESS TO RECORDS AND REPORTS
CONSULTANT 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
CONSULTANT's accounting books, records, payroll documents and facilities of CONSULTANTwhich
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. CONSULTANT shall
maintain such books, records; data and documents in accordance with generally accepted accounting
Exhibit D
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT D
principles and shall clearly identify and make such items readily accessible to such parties during
CONSULTANT'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. CONSULTANT
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
4220.117, 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. CONSULTANT 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
CONSULTANT 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
CONSULTANT 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. CONSULTANT 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. CONSULTANT agrees
to include the requirements of this section in all subcontracts that may involve international air
transportation.
ARTICLE 10. TRANSPORTATION OF EQUIPMENT MATERIALS OR COMMODITIES BY OCEAN
VESSEL
A. CONSULTANT 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. CONSULTANT 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
Exhibit D
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT D
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
0 of this Article to AUTHORITY (through CONSULTANT 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. CONSULTANT 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. ALCOHOL AND DRUG POLICY
A. CONSULTANT agrees to establish and implement an alcohol and drug program that
complies with 41 U.S.0 sections 701 -707, (the Drug Free Workplace Act of 1988),which is attached
to this Agreement as Exhibit B, and produce any documentation necessary to establish its compliance
with sections 701 -707.
B. Failure to comply with this Article may result in nonpayment or termination of this
Agreement.
ARTICLE 13. PRIVACY ACT
CONSULTANT 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, CONSULTANT agrees to obtain the express consent of the Federal Government
before CONSULTANT or its employees operate a system of records on behalf of the Federal
Government. CONSULTANT 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
CONSULTANT agrees to avoid organizational conflicts of interest. An organizational conflict
of interest means that due to other activities, relationships or contracts, CONSULTANT is unable, or
potentially unable to render impartial assistance or advice to the Authority; CONSULTANT's objectivity
in performing the work identified in the Scope of Work is or might be otherwise impaired; or
CONSULTANT has an unfair competitive advantage. CONSULTANT is obligated to fully disclose to
the AUTHORITY in writing Conflict of Interest issues as soon as they are known to CONSULTANT.
CONSULTANT is obligated to fully disclose to the AUTHORITY in writing Conflict of Interest issues
as soon as they are known to CONSULTANT. All disclosures must be submitted in writing to
AUTHORITY pursuant to the Notice provision herein. This disclosure requirement is for the entire term
of this Agreement.
Exhibit D
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT D
ARTICLE 15. CODE OF CONDUCT
CONSULTANT 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.
CONSULTANT 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 CONSULTANT 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 CONSULTANT written notice thereof. Upon termination, AUTHORITY shall pay
CONSULTANT 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 CONSULTANT in accordance with the provisions of the FAR referenced
above. Upon receipt of said notification, CONSULTANT agrees to comply with all applicable
provisions of the FAR pertaining to termination for convenience.
B. AUTHORITY may terminate this Agreement for CONSULTANT's default if a federal or
state proceeding for the relief of debtors is undertaken by or against CONSULTANT, or if
CONSULTANT makes an assignment for the benefit of creditors, or for cause if CONSULTANT 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 afterwritten
notice thereof by AUTHORITY. CONSULTANT 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 CONSULTANT under this Agreement. Such termination
shall comply with CFR Title 48, Chapter 1, Part 49, of the FAR.
ARTICLE 18. RECYCLED PRODUCTS
CONSULTANT 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. CONSULTANT agrees to
include this requirement in all of its subcontracts.
The following additional provisions apply to all purchases over $25,000
Exhibit D
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COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT D
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 orfirm 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 copythereofto CONSULTANT.
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, CONSULTANT 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, CONSULTANT 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
Exhibit D
25641
L: \Camm\ CLERICAL\ WORDPROCWGREEWAG53583_corrected 2016.04.27.docx
COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT D
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.
ARTICLE 21. CLEAN WATER REQUIREMENTS
CONSULTANT 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.
CONSULTANT 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. CONSULTANT agrees to include this requirement in all of its
subcontracts.
ARTICLE 22. CLEAN AIR
CONSULTANT 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. CONSULTANT 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. CONSULTANT agrees to include this requirement
in all of its subcontracts.
ARTICLE 23. LOBBYING
CONSULTANT's 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. CONSULTANT 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.
Ill
L: \Camm\ CLERICAL \WORDPROC\AGREE\AG53583_cz5Ur2016r27.docx
COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT D
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.
CONSULTANT 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.
2
Exhibit D
L: \Carom\ CLERICAL \WORDPROC AGREE1AG53583 coged 16. Rdom
COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT E
CITY SUPPORT WORK PLAN
OC Streetcar
City Work Plan
Design Phase
112912016
Position 2015T.WCost HourlyRot °wlBurden nPr°jst TatalHours
12 Months
4 Months 8131115 - 1213 11 5)
mralatslraponS
C.,danala¢n
AdminlslralfonRCaordlnation Froled N.1e11nB'+ ConslmdicnPaekvOeRex MSFR Rtvi.,Ie PlanReNews
asinon¢
nd Wban
DesignParlicipalion PublieOutreach
Bl.w¢nkydvdlintioncmcolings,
mocAm"w/
doslonen. agreamenlmeetings, and
o0ermonlinpn,
26 W,flnoo
Bi weeky
ccosofla's. eellnBS, ansainpsWdatipus, a9reomonlmeetings, and
atherme¢lin9s.
WA MD.,latoPlan
RWm 41 (WS WA
Pvdlclpalion in
aOCT withmOGTA
commuaIf/
meetings, and
adrtinallonanowings.
Pubt. Works Director 512,915 521625 0J% 60 60
CI Re resenlaGVe Prond
Ci Re resent¢Ifva(Pr000l) 531.312 5195.]0 23,1% 160 160
Admialslralive Stall
gtlminlstmllve Slvll 53506 537.84 5.8% 40 40
Ciy En fader
Ci En fneor 55.977 5106.78 1.5% 32
22
24
10 29
a
Pmolpal CivilEngineer 59,394 5195,70 1.5% 48
72
24
20
16
24
6
Tanflo Reviewer 531974 5105.50 0.4% 24
24
B
20
16
CMI Raw.at
CMII ROVidwer 53.974 5165.50 0.4% 24
24
0
20
16
Dminn a R¢vfewer
Drama °Reviewer 3.974 5165.58 0.4% 24
24
0
00
16
0 erafmns Reviewer
O rattans Reviewer 51A03 51]5.36 0.4% 8
24
8
40 10
Landsco oRavfewor
Landsea ort va¢wor S979 S122.32 1 0.4% 8
24
8
00
WalerlSew¢r Reviewer
Wrla,lsOwer Raw.ar 53.9]4 5185.50 049A 24
24
a 18
C°nslntctnblil Reviewer
ConsWClablll Reviewer SUES S105.70 0.4% 8
24
8
Slallonlu nDesign Roylower
SlationlUrbanoast,Reviewor so 5122.32 0.0% 0
8 40
Me B Pod Safely Revbwel
Bike R Pon Snf,v Revi¢w¢r 50 5105.50 0.0% 0
8 16
Public Outreach Land
P.M. Outreach Lead 5.080 5459.01 1.5% 32
96
32
Gil,rAttarnay 510107 5210.56 149% 40
120
40
8
8
ROW Support
ROW Su atl s0 5210.56 0.0% 0
00
Svlltlln B Plannln Dv artm an!
9uildin RPlannln Oe artm on'
Permit Ra0ew NSF-
Sil¢Plan Reviow NSF- Plnnnin S4,965 5155.16 0.0% 32
8 R
32
BuldinPermitRevewMSF - n
Sila Plan Review MSF - Bualdin 3.103 5155,10 0.0% 20
0
20
Fit. Permit Revl¢w NSF -Fire
SitePlanReSaw WF -Fire _ "_" SA6 5155:16" 0.0°6 3"
6 1515
5 "
Permll Re view NSF-PO
SIIePlan Ra,eaw NSF - PD one 515516 0.098 5
0 10
5
Silo Plan RaNaw TPSS - Plomm,
2015 Toral $107,823 602 260 144 0 150 0 48
Position 2018 TotalCost HourlyRatawlBurdnn onPrated TotalHours
12 Months 11112016 12/3112016)
mralatslraponSC.,danala¢n Pro ad MeeBngs ConslruclaonPackageReview MSF BTPSS Silo Plnn
Rnviews
Slalian and Urban
Los, P.A1.T,Ullon PublicOutreach
Bl.w¢nkydvdlintioncmcolings,
mocAm"w/
doslonen. agreamenlmeetings, and
o0ermonlinpn,
26 W,flnoo
30O.
2016w
0%2016) fi0 %Reviver
Nov. 2016)
Permit Submittal
Reiww(MF51
its Plan Rs,A.
TPSS)
Pssuasi.flcapalionoslollnvrs:
3L Man Cancepl
Review Packages
Iholwilladdrdas
slops,TPSS,OC3,
dla
dattdpolaonin
mce CTA, ilhOLTqcommunityanottfin,1. and
coardfnaliananoann,s.
PubllcWorks Dimclor 5511900 521625 11.5% 1 240 240
CI Re resenlaGVe Prond 5133.976 5195.70 32.7% 680 fiW
Admialslralive Stall 520,51, 507.64 5,8% 120 120
Ciy En fader 52).2]0 186.76 7.0% 145 22 40 10 29
Pend alCivil En ineer M4 314 195.70 B.S% 200 72 00 20 10 24
Tmlrra Revl¢wer 542.057 5165.58 11.3 °6 254 24 210 20
CMI Raw.at 37.421 0105.58 e.9% 226 24 102 20
Dminn a R¢vfewer 5274498 165.58 4.1% 168 24 02 00
0 erafmns Reviewer 55.7" 5175.35 13.4% 318 24 244 40 10
Landsco oRavfewor 519.571 122.32 3.11% 100 24 66 00
WalerlSew¢r Reviewer 525,102 5185.58 7.6% 159 24 134
C°nslntctnblil Reviewer 352,448 5195.70 12.9% 266 24 249
Slallonlu nDesign Roylower 55.071 122.32 2.3% 40 8 40
Me B Pod Safely Revbwel 53,914 5165.50 4.2% 24 8 16
Public Outreach Land 15365 159.01 4.5% 90 96
Ci Allvme S26.952 5210.56 5.8% 128 120 8
ROW Support 516,045 5210.58 3,0°6 80 00
Svlltlln B Plannln Dv artm an!
Permit Ra0ew NSF- 56.962 1.3% 45 8 R 20
BuldinPermitRevewMSF - n 56.$69 155.16 0.4% 0
Fit. Permit Revl¢w NSF -Fire 3,583 155.16 0.4% 2323 6 1515
Permll Re view NSF-PO 52,703 155.16 0.1% 19 0 10
Silo Plan RaNaw TPSS - Plomm, 54.500 155.165155.16 3.1% 2
Site Plan flevinw TPSS - SUildin 51.086 5155,18 0.19+ 77 2 65
Slle Plan Roviaw TPSS - Fire 51.080 5155.16 0.1% 7 2 5
SIIe Plan ReviewTPSS - PD 51.008 5155.16 O.tA 7 2 5
2 "16 Total 5077,300 3062 1040 566 1250 752 g0 144
Exhibit E
5 L: \Camm\ CLERICAL \WORDPROCWGREE\AG53583_correcte 01 .0 .27.l
COOPERATIVE AGREEMENT NO. C -5 -3583
EXHIBIT E
Position 2017 TaalCost Rate onPreled TehlHours
12 Months 1/1/2017 12131!2017)
Inisimti.n4Coerdlnatlon Project MaotlnOs canstrudlanPackageRnlmy M13FBTPSSSiIOPIen
R.WOwe
Slvlion.od Urban
Design PVdlole.ic. PublicOutreach
64vmokyaoordlong., hmalin0s, meeting. wl
designers, agreementmeetings, and
met meoltnas.
90 % ROW.. Jan. 2017) Ready to Old
Rovlew(Oct. 2017)
Permll Submillel
Rovlow(TP55) WA
Pad1.1p010n In
ma.Uap; withOCTA, communiy
m.olings, and
co.rnlordmi
m.olin05.
Public Walks Director 51.900 5216.25 11.5/ 240 240
Package R.vtews Design Padicipalion Oul ... ch
CityR ... seentativo (Project) 133.076 195.70 323% 880 600
R.A.
Administrative shor 510,517 87.64 5.0% 120 120
CI En ineer 25.402 SIR6.78 6.5% 136
eo.ttllantion
72 40
Padicipalion in
24
Pdnai al CIWI En ineer S36,40 5195.70 8.5% 186
meetings.
72 80 10
meellnOs an
24
TmlfacRoOlwer 531,491 5165.58 8.8% 192
meolingswl
24 150 t0
OCTA
In" Reviewer 531,460 5185.58 8.7% 190
designers, -
24 156 10
admmbnil,
Duch.. Reviewm 513.412 1135.58 SAY. 81
Ornament
24 47 10
meetings, and
Oerallons Reviewer 556617 5175.36 15.6% 324
meetings, and
24 300
e canft.lion
Landsea .Reviewer 9.786 5122.32 318% 50
m.otings.
24 56
a ltn0%
POSltlan
W.tONbwr.rR.WOwor 522,353 S185SB 6.0% 135
20 Manama
24 101 10
Public Wmks Director
Consiruclabli Rcvi.wer 583.407 5195.70 15.6% 324 24 300
Clay Re msenlogve (Pe.1.0
Salton Urban Cesl aReviower 50 5122.32 0,0% 0
AdminalmBVe Staff
Elk. B PenSale Reviewer 3.074 5165.58 1.2% 24 1 8 16
ci En ineer
Public Oulmach Lead 15.265 5159.01 4.6% 96
42 14
W
CRYAlt.on.y 518,845 210.55 3.8% 80
42
80
14
Traffic Redewm
ROW Su ad 18.845 5210.56 3.5% 80
14
80
Civil Reviewer
Building 6 Plannin g Oa .amen
5165.58 0.7% 14 14
Droina .R.vivwer
Pormii RmA.vTPSS- Plmmin 2327 5155.16 0.0% 15
14
15
Operations
Pelmtl R.WewTPSS- Bellgin 511.172 5155.16 0.0% 72
14
72
Lvntlsca.. Review.t
Permll ReviewTPSS -Fir. 52.327 5155.16 0.0% 15
14
15
WaterlSevver Reviewer
Permit ROWewTPSS -PO 1.852 5155.16 0.0% 12
14
12
Consemotabat, Reviewer
2017T.ta1 $556,938 3082 1040 480 1254 154 0 144
Exhibit E
2565
L:\Camm\CLERICAL\WORDPROCVAGREE\AG53583-carfected 2016.04.27.docx
7 Months 111!2018 613112018)
Pdminislretion& Construction MSFBTPSSShe Plan SNIIOn.nd Urban PublicCoordinationProjectManagePackageR.vtews Design Padicipalion Oul ... chR.A.
el weekly
eo.ttllantion Padicipalion in
meetings. meellnOs an
meolingswl OCTA
designers, - WA WA 141A - - admmbnil,
Ornament meetings, and
meetings, and e canft.lion
Total2018Total on Tehl m.otings. a ltn0%
POSltlan Cost Rate project Hours 20 Manama
Public Wmks Director 530.275 I 5215.25 1 11.5% 140 140
Clay Re msenlogve (Pe.1.0 60.495 S195.70 28.9% 350 35D
AdminalmBVe Staff 6.135 87.64 5.8% 70 70
ci En ineer 510.460 186.78 2.7% 55 42 14
Principal Civil Engineer S10.959 195.70 2.7% 55 42 14
Traffic Redewm 2,318 S165.5B 0.7% 14 14
Civil Reviewer 62.318 5165.58 0.7% 14 14
Droina .R.vivwer 52,318 5185,58 0.7% 14 14
Operations 62.4 5 517545 0.7% 14 14
Lvntlsca.. Review.t 51.712 122.32 0.7% 14 14
WaterlSevver Reviewer S2,31B 5165.58 0.7% 14 14
Consemotabat, Reviewer 52]40 3105.70 0 .7% 14 14
St.IIoNUrbon Dml nRevievrer 50 5122.32 0.0 °% 0
Dike B PenSafety Reviaw SO 165.$8 0.0% 0
Public Outreach Lead 38.905 159.01 2.7% 56 56
Cil All... 1 5210.56 0.0% 0
ROWSU od So 5210.55 1 0.0% 1 0
Building 4 Plemang De artment
Permit ReviewTPSS - Plannin 50 5155,10 0.0% 0
Permit Rrod wTPSS- Buiidin 50 5155.16 0.0' /. 0
Permit ReviewTPS$ -Fite s0 5155.16 0.0% 0
Permll ReviewTPSS -PD 50 155.16 0.0% 0
2018 Ter.) $151,408 626 %a 162 0 0 0 84
Toot City Design Phase Casts 51.493.469
NOTESLfeldilivnal Work, as darned by the Agam meal, will be addressed with. separate work plan and scope, Addaona1 Workiv wo,kNatcannel be defaced at this Than and Includes, but not limited lo. Right ofWaycondemnationandEnvironmentalUpdates,
2. Billable roles eta based .I No latest Cosl Nloc.h.n Plan Ier each classification and splutter! using a 2080 hours productive rate.
3. Positions na mtomnced In . Cost Nlocallon Plan have b.em Pmroled based on a similar CastMocatton Plan p.sldons. The actualrole wouitl be bnsetl on the autliletl Cosl Nlocali.n Plan.
Exhibit E
2565
L:\Camm\CLERICAL\WORDPROCVAGREE\AG53583-carfected 2016.04.27.docx
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AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C -5 -3583
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF SANTA ANA
FOR
THE DESIGN PHASE OF THE OC STREETCAR PROJECT
THIS AMENDMENT NO. 1 is effective this day of , 2017, by
and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184,
Orange California 92863 -1584, a public entity of the State of California (hereinafter referred to as
AUTHORITY "), and the City of Santa Ana, a charter city and a municipal corporation (hereinafter
referred to as "CITY "), each individually known as "Party" and collectively referred to as "Parties ".
WITNESSETH:
WHEREAS, AUTHORITY and CITY entered into Cooperative Agreement No. C -5 -3583, dated
August 1, 2015 (the "Agreement'), for support of the design phase of the OC Streetcar; and
WHEREAS, the Parties agree that the AUTHORITY will provide the necessary funds to acquire
the specified properties necessary for construction and operation of OC Streetcar; and
WHEREAS, pursuant to the terms set forth in Exhibit C, "Financial Obligations ", Additional City
Support, Sections 5.1.3 and 5.2.2, the AUTHORITY requested and the CITY agreed to amend Exhibit
B, "Project Scope" for additional right -of -way support services for the acquisition of specified properties
for construction and operation of the OC Streetcar; and
WHEREAS, the Parties agree that the CITY will act as the lead agency and provide support
services required to acquire the specified properties; and
F1
Exhibit 2
25fi4aical \wordproc \agree \amend \am 153583rvl .docx
AMENDMENT NO. 1 TO
AGREEMENT NO. C -5 -3583
1 WHEREAS, pursuant to the terms set forth in Exhibit C, "Financial Obligations ", Additional City
2 Support, Sections 5.1.3 and 5.2.2, the Parties have agreed to perform the work upon re- allocation of
3 existing budgeted funds; and
4 WHEREAS, the Parties agree the estimated cost for this Additional City Support is Three
5 Hundred Ninety -One Thousand Two Hundred Seventy -One Dollars ($391,271.00), with no change to
6 the AUTHORITY's maximum cumulative payment obligation as set forth in Article 7 of the Agreement;
7 and
8 WHEREAS, the Parties agree that the CITY is subject to periodic cost reviews for this work as
9 provided in Exhibit C, "Financial Obligations', Section 5.2.3; and
10 WHEREAS, the CITY has agreed to track and submit invoicing for the right -of -way support
11 services in accordance with Exhibit C, "Financial Obligations "; and
12 WHEREAS, the CITY's City Council approved this Amendment No. 1 on
13 2017.
14 NOW, THEREFORE, it is mutually understood and agreed upon by the AUTHORITY and CITY
15 that the Agreement is hereby amended in the following particulars only:
16 1. Amend Exhibit B, "Project Scope" to incorporate Exhibit B, "Project Scope,
17 Amendment No. 1 ", which is attached hereto and by this reference, made part of the Agreement.
18 2. Delete Exhibit E, "City Support Work Plan" and replace in its entirety with Exhibit E,
19 "City Support Work Plan, Amendment No. 1 ", which is attached hereto and by this reference, made part
20 of the Agreement.
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AMENDMENT NO.1 TO
AGREEMENT NO, C -5 -3583
The balance of said Agreement remains unchanged.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Agreement
No. C -5 -3583 to be executed on the date first above written.
CITY OF SANTA ANA ORANGE COUNTY TRANSPORTATION
AUTHORITY
By:
Gerardo Mouet
Acting City Manager
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By: OrL v
ISis Carvalho
Ci y Attorney
ATTEST:
Bv:
Maria D. Huizar
City Clerk
Dated:
By:
Meena Katakia
Manager, Capital Projects
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AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C -5 -3583
PROJECT SCOPE
EXHIBIT B
Project Scope — Additional Support Services for Right of Way Acquisition
In order to secure the necessary Right of Way Certification for delivery of the Project, it may
become necessary to initiate eminent domain proceedings, defend inverse condemnation actions,
and provide for the retention of consultants or expert witnesses. The CITY hereby agrees to be
the lead agency for all eminent domain proceedings and activities pertaining to Assessor Parcel
Numbers 007 - 100 -04, 007 - 100 -05 and 007 - 110 -17 and their respective owners and occupants,'
including hearing and adopting Resolutions of Necessity, filing Complaints in Eminent Domain
and obtaining Orders for Prejudgment Possession.
In an effort to maintain a consensus on Project costs, the CITY agrees to inform AUTHORITY of
any proposal made by property owners or business owners to reach a legal settlement. The CITY
will invite AUTHORITY staff to any mediation or legal settlement conference in all litigated matters.
The CITY and AUTHORITY will meet and seek to reach consensus on the negotiated purchase
price of real property and payment for loss of business goodwill amount over the approved legal
expert fair market value appraisals, prior to the CITY's agreement to settlement(s) or prior to
entering into stipulated judgments(s). As part of reaching consensus, the CITY will share with
AUTHORITY decision makers all appraisals, deposition transcripts and documents pertinent to
the analysis of just compensation. These documents are confidential and will only be circulated
among AUTHORITY staff and legal counsel for the purpose of reaching a consensus on just
compensation and loss of business goodwill.
As specified in Exhibit C, "Financial Obligations ", this work shall be tracked separately and
segregated as an independent task within the City Support Work Plan and invoiced accordingly.
Assessor Parcel Numbers 007 - 100 -04 and -05 are currently owned by Federico Valdivia,
Successor Trustee of the Valdivia Family Trust and occupied by a single business, SA
Recycling LLC. Assessor Parcel Number 007- 110 -17 is currently owned by Salvador Navarro
and is comprised of several residential structures.
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OC STREETCAR EXPENDITURE PLAN
FUND
Public Works Department
ACCOUNTING
UNIT
03217664
ACCOUNT
66220
FY 2015-16
158,812
FY2016-17
529,524
FY 2017-18
168,910
Design Consultant 03217664 66220 0 231,415 7,000
Right of Way Consultant 03217664 66220 0 114,049 0
Right of Way Consultant 03217663 66220 0 277,222
City Attorney 03217663 66220 6,537 0 0
FY TOTAL: 165,349 1,152,210 175,910
DESIGN PHASE TOTAL: $ 1,493,469.00
Exhibit 3
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