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HomeMy WebLinkAboutAGMT - OCTA (C-1-2784 Master Funding M2)OCTA September 29, 2020 Mr. Steve Myrter City of Seal Beach — Department of Public Works 211 81h street Seal Beach, CA 90740 RECEIVED MAR p 1 2021 CITY CL ks CITY OF SEAL BEACH Subject: Agreement No. C-1-2784, City of Seal Beach, "M2 CTFP Master Funding Agreement" — Letter Agreement No. 8 Dear Mr. Myrter: This Letter Agreement serves as the Orange County Transportation Authority's (OCTA) approval to amend Agreement No. C-1-2784, Attachment A-7 "Projects List." OCTA is deleting Attachment A-7, in its entirety, as identified in Article 4 "Responsibilities of Agency," paragraph A, and in lieu thereof is inserting the revised "Project List," attached hereto as Attachment A-8, which is incorporated and made a part of the Agreement. All provisions set forth in Master Funding Agreement No. C-1-2784 apply. The following additional provisions apply to Board approved Project P project(s): 1. In-kind or soft match shall be itemized by Lead Agency and or participating cities. 2. The Lead Agency agrees to ensure that technical representatives from the project's Traffic Forum meet and participate regularly during the entirety of the project. 3. The Lead Agency agrees to manage the project for all participating agencies. 4. The Lead Agency agrees to develop and execute an agreement with the participating agencies outlining the roles and responsibilities, flow -down contractual elements, and project match share for completion of the project consistent with the Measure M Comprehensive Transportation Funding Guidelines and referenced documents, the project application, and this letter. 5. The Lead Agency agrees to provide updated timing plans, traffic counts, and other appropriate data to OCTA in formats consistent with the ROADS database at the completion of the Primary Implementation phase of the project. 6. The Lead Agency agrees to cooperate with OCTA and coordinate outreach efforts for the Primary Implementation phase project. If you have any questions, please feel free to contact Alfonso Hernandez at (714) 560-5363. Please execute this Letter Agreement and return the signed original to the attention of: Luis Martinez, Associate Contract Administrator, Procurement Contracts Administration and Materials Management Department 600 South Main Street, 41" Floor Orange, CA 92868 Phone: (714) 560-5767, Email: Imartinezl(a-octa.net Upon full execution of the letter agreement, the effective date will be August 1, 2020. Agreement No. C-1-2784, City of Seal Beach Master Funding Agreement — Letter Agreement No. 8 Page 2 Accepted and Agreed Kia Mortazavi Executive Director, Planning Orange County Transportation Authority Ste iter Director of Public Works City of Seal Beach Tr' Yw- Pia Veesapen Interim, Director, Contracts Administration & Materials Management Orange County Transportation Authority II/ ILl2b Date q-� R4 AGREEMENT NO. C-1-2784 ATTACHMENT A-8 LETTER AGREEMENT NO.8 M2 CTFP MASTER FUNDING AGREEMENT City of Seal Beach - Project List Project Description CTFP Amount Programmed Fiscal Year Board Date Letter Agreement No. Project O "Regional Capacity Program" Cumulative P ram Total I $ - Project X "Environmental Clean Up" Filter Inserts Installation Project $ 10,700 2012-13 8/13/2012 1 Filter Inserts and Screen Installation Project $ 38,000 2013-14 9/23/2013 3 2014 Environmental Cleanup Program Project $ 15,000 2014-15 9/22/2014 5 Fiscal Year 2018-19 Storm Water Pollutant Capture Project $ 159,454 2018-19 9/10/2018 6 2019 Environmental Cleanup Program Project $ 100,000 2019-20 1 9/9/2019 1 7 Cumulative Pro ram Total 1 $ 323,154 Project P "Regional Traffic Signal Synchronization Program" Seal Beach TMC Relocation $ 586,720 2013-14 4/8/2013 2 Seal Beach Boulevard Signa Synchronizations and Advanced Transportation Controller Upgrades $ 546,750 2020-21 5/11/2020 8 Cumulative Program Total $ 1,133,470 Total (Ali Projects) $ 1,456,624 Page 24 of 24 OCTA AFFILIATED AGENCIES Orange County Transit District Local Transportation Authority Service Authority for Freeway Emergencies Consolidated Transportation Service Agency Congestion Management Agency March 3, 2020 Mr. Steve Myrter City of City of Seal Beach Department of Public Works 211 Eight Street Seal Beach, CA 90740 RECEIVED MAR 10 2020 CITY CLERK. CITY OF SEAL BEACH SUBJECT: AMENDMENT NO. 7 TO AGREEMENT NO. C-1-2784 Dear Mr. Myter: Enclosed for your records is a copy of the above -referenced subject. If you have any questions, please call Luis Martinez at (714) 560-5767. Sincerely, Cathy Foreman Office Specialist Contracts Administration and Materials Management Enclosure Orange County Transportation Authority 550 South plain Street,! P.O. Box 14184 / Orange / California 92863-1584 i (714) 560 -OCTA (6282) RECEIVED OCTA MAR 10 2020 November 8, 2019 CITY CLERK BOARD OF DIRECTORS CITY OF SEAT. BEACH Mr. Steve Myrter Tim Shaw Chairman City of Seal Beach — Department of Public Works 211 Eighth Street Steve Jones Vice Chairman Seal Beach, CA 90740 Lisa A. Bartlett Director Subject: Agreement No. C-1-2784, City of Seal Beach, "M2 CTFP Master Funding Agreement" — Letter Agreement No. 7 Doug Chaffee Director Dear Mr. Myrter: Laurie Davies Director This Letter Agreement serves as the Orange County Transportation Authority's (OCTA) Barbara Delgleize Director approval to amend Agreement No. C-1-2784, Attachment A-6 "Projects List". OCTA is deleting Attachment A-6, in its entirety, as identified in Article 4 "Responsibilities of Agency", Andrew Do Director paragraph A, and in lieu thereof is inserting the revised "Project List", attached hereto as Attachment A-7, which is incorporated and made a part of the Agreement. All provisions set Michael Hennessey Director forth in Master Funding Agreement No. C-1-2784 apply. Gene Hernandez Director If you have any questions, please feel free to contact Alfonso Hernandez at (714) 560-5363. Jose F Moreno Director Please execute this letter agreement and return the signed original to the attention of: Joe Muller Luis Martinez, Associate Contract Administrator, Procurement Director Contracts Administration and Materials Management Department Mark A. Murphy 600 South Main Street, 4th Floor Director Orange; CA 92868 Richard Murphy Phone: (714) 560-5767, Email: Imartinez1@octa.net Director Miguel Pulido Upon full executio' f the Iter agreement, the effective date will be September 23, 2019. Director Michelle Steel;Accepted and A reDirector Donald P Wagner 1,41, Director A;4�GregoryT Winterbottom ia Mortazavi Ste rter /nng Director Director, Director of Public Works Ryan Chamberlain unty Transportation Authority City of Seal Beach Ex-Officio Member J(Orane CHIEF EXECUTIVE OFFICE Virgini Abadessa Darrell E. Johnson Dire r, Contracts Administration & Materials Management Chief Executive Officer Orange County Transportation Authority Date 1 Orange County Transportation Authority 550 South Main Street / P.O. Box 14184 / Orange / California 92863-1584 / (714) 560-OCTA (6282) AGREEMENT NO. C-1-2784 ATTACHMENT A-7 LETTER AGREEMENT NO. 7 M2 CTFP MASTER FUNDING AGREEMENT City of Seal Beach - Project List Project Description CTFP Amount Programmed Fiscal Year Board Date Letter Agreement No. Project O "RegionalCapacity Program" Cumulative Program Total 1 $ - Project X "Environmental Clean Up" Filter Inserts Installation Project $ 10,700 2012-13 8/13/2012 1 Filter Inserts and Screen Installation Project $ 38,000 2013-14 9/23/2013 3 2014 Environmental Cleanup Program Project $ 15,000 2014-15 9/22/2014 5 Fiscal Year 2018-19 Storm Water Pollutant Capture Project $ 159,454 2018-19 9/10/2018 6 2019 Environmental Cleanup Program Project $ 100,000 2019-20 9/9/2019 7 Letter Agreement No. 7Total $ 100,000 Cumulative Program Total $ 323,154 Project P "Regional Traffic Signal Synchronization Program"_ Seal Beach TMC Relocation $ 586,720 2013-14 4/8/2013 2 Cumulative Program Total $ 586,720 Total (All Projects} $ 909,874 Page 1 of 1 M OCTA BOARD OF DIRECTORS Lisa A. Bartlett Chairwoman Tim Shaw Vice Chairman Laurie Davies Director Barbara Delgleize Director Andrew Do Director Lon Donchak Director Michael Hennessey Director Steve Jones Director Mark A. Murphy Director Richard Murphy Director At Murray Director Shawn Nelson Director Miguel Edited Director Todd Spitzer Director Michelle Steel Director Tom Tait Director GregoryT Winterbottom Director (Vacant) Ex -Officio Member CHIEF EXECUTIVE OFFICE Darrell E Johnson Chief Executive Officer October 25, 2018 Mr. Steve Myrter City of City of Seal Beach Department of Public Works 211 Eight Street Seal Beach, CA 90740 SUBJECT: AMENDMENT NO. 6 TO AGREEMENT NO. C-1-2784 Dear Mr. Myter: Enclosed for your records is a copy of the above -referenced subject. If you have any questions, please call Luis Martinez at (714) 560-5767. Sincerely, Cathy Foreman Office Specialist Contracts Administration and Materials Management Enclosures Orange County Transportation Authority 550 South Main Street / P.O. Box 14184 /Orange /California 92863-1584 /(714) 560 -OCTA (6282) m OCTA BOARD OF DIRECTORS Lisa A. Bartlett Chairwoman Tim Shaw Vice Chairman Laurie Davies Director Barbara Delgleize Director Andrew Do Director Lori Donchak Director Michael Hennessey Director Steve Jones Director Mark A. Murphy Director Richard Murphy Director At Murray Director Shawn Nelson Director Miguel Pulido Director Todd Spitzer Director Michelle Steel Director Tom Tait Director GregoryT Winterbottom Director (Vacant) Ex -Officio Member CHIEF EXECUTIVE OFFICE Darrell E. Johnson Chief Executive Officer September 21, 2018 Mr. Steve Myrter City of Seal Beach — Department of Public Works 211 Eighth Street Seal Beach, CA 90740 Subject: Agreement No. C-1-2784, City of Seal Beach, "M2 CTFP Master Funding Agreement" — Letter Agreement No. 6 Dear Mr. Myrter: This Letter Agreement serves as the Orange County Transportation Authority's (OCTA) approval to amend Agreement No. C-1-2784, Attachment A-5 "Projects List". OCTA is deleting Attachment A-5, in its entirety, as identified in Article 4 "Responsibilities of Agency', paragraph A, and in lieu thereof is inserting the revised "Project List", attached hereto as Attachment A-6, which is incorporated and made a part of the Agreement. All provisions set forth in Master Funding Agreement No. C-1-2784 apply. If you have any questions, please feel free to contact Brianna Martinez at (714) 560-5857. Please execute this letter agreement and return the signed original to the attention of: Luis Martinez, Associate Contract Administrator, Procurement Contracts Administration and Materials Management Department 600 South Main Street, 4`h Floor Orange, CA 92868 Phone: (714) 560-5767, Email: Imartinez1@octa.net Upon full execution Accepted and agreement, the effective date will be September 10, 2018. Kia Mortazav - Executive Director, ing OrAe County Transportation Authority Steve Myrter Director of Public Works City of Seal Beach Directcir/ Contracts Administration & Materials Management Orange County Transportation Authority 1 olCyl It, � Date Orange County Transportation Authority 550 South Main Street/ P.O. Box 14184 / Orange / California 92863-1584 / (714) 560 -OCTA (6282) AGREEMENT NO. C-1-2784 ATTACHMENT A-6 LETTER AGREEMENT NO. 6 M2 CTFP MASTER FUNDING AGREEMENT City of Seal Beach - Project List Project Description CTFP Amount Programmed Fiscal Year Board Date Letter Agreement No. Project O 'Regional Capacity Program" Cumulative Program Total $ Project X "Environmental Clean Up" Filter Inserts Installation Project $ 10,700 2012-13 8/13/2012 1 Filter Inserts and Screen Installation Project $ 38,000 2013-14 9/23/2013 3 2014 Environmental Cleanup Program Project $ 15,000 2014-15 9/22/2014 5 Fiscal Year 2018-19 Storm Water Pollutant Capture Project $ 159,454 2018-19 9/10/2018 6 Cumulative Program Total $ 223,154 Project P "Regional Traffic Signal Synchronization Program" Seal Beach TMC Relocation $ 586,720 2013-14 4/8/2013 2 Cumulative Program Total $ 586,720 Total (All Projects) $ 809,874 Page 1 of 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 AMENDMENT NO. 2TO MASTER FUNDING AGREEMENT NO. C-1-2784 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITY OF SEAL BEACH FOR M2 COMPREHENSIVE TRANSPORTATION FUNDING PROGRAMS THIS AMENDMENT NO. 2 is effective this ? 6ay of ,) I 2014, by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange, California 92863-1584, a public corporation of the State of California (hereinafter referred to as "AUTHORITY"), and the City of Seal Beach , 211 8th Street. Seal Beach, California, 90740, a municipal corporation (hereinafter referred to as "AGENCY") each individually known as "Party" and collectively known as the "Parties". WITNESSETH: WHEREAS, by Agreement No. C-1-2784 dated August 19, 2011, as last changed by Letter Agreement No. 4 dated November 15, 2013, AUTHORITY and AGENCY entered into a Master Funding Agreement that defines the specific terms and conditions and funding responsibilities between AUTHORITY and AGENCY for Comprehensive Transportation Funding Programs (CTFP) and Local Fair Share Program Net Revenues; WHEREAS, currently Letter Agreements and Amendments to the Master Funding Agreement (Amendments) are numbered sequentially as issued; and WHEREAS, the Letter Agreements are sub -agreements to the Master Funding Agreement; and WHEREAS, the AUTHORITY and AGENCY desire to separate the Letter Agreements from the Amendments and assign separate numbering conventions to each; and Page 1 of 4 AMENDMENT NO. 2 TO AGREEMENT NO. C-1-2784 1 WHEREAS, due to the change in the numbering convention for the Letter Agreements and 2 Amendments, this Amendment No. 2 will revise the numbering for Amendments to Agreement No. C-1- 3 2784 issued to date as follows: Amendment No 3 dated October 1, 2013 is changed to Amendment 4 No. 1, with the subsequent Amendments to the Master Funding Agreement to be numbered 5 sequentially beginning with this Amendment No. 2; and 6 WHEREAS, the next Letter Agreement to be issued will be No. 5 with Attachment A-5; Letter 7 Agreement No. 3 and Attachment A-4 will not be used; and 8 WHEREAS, AUTHORITY is revising the audit language with no change to the maximum 9 cumulative obligation; and 10 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and AGENCY that 11 agreement No. C-1-2784 is hereby amended in the following particulars only: 12 1. Amend ARTICLE 5. DELEGATED AUTHORITY, page 6 of 10, to delete in its entirety and 13 in lieu thereof insert: 14 "The actions required to be taken by AGENCY in the implementation of this Agreement are 15 delegated to its Director of Public Services, or his/her designee, and the actions required to be taken by 16 AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief Executive 17 Officer or designee." 18 2. Amend ARTICLE 6. AUDIT AND INSPECTION, page 6 of 10, last changed by Amendment 19 No. 3 dated'October 7, 2013 (now identified as Amendment No 1), to delete in its entirety and in lieu 20 thereof insert: 21 "AUTHORITY and AGENCY shall maintain a complete set of records in accordance with 22 generally accepted accounting principles. Upon reasonable notice, AGENCY shall permit the 23 authorized representatives of the AUTHORITY to inspect and audit all work, materials, payroll, 24 contracts, books, accounts, and other data and records of AGENCY for a period of five (5) years after 25 final payment by AUTHORITY for CTFP projects. For the Local Fair Share program, upon reasonable 26 notice, AGENCY shall permit the authorized representatives of the AUTHORITY to inspect and audit all Page 2 of 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 AMENDMENT NO.3 Distributed: j��� j Accounting CAMM FPA Vend,/ �`��/��1' CA /7) MASTER FUNDING AGREEMENT NO. C-1-2784 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITY OF SEAL BEACH M2 COMPREHENSIVE TRANSPORTATION FUNDING PROGRAMS THIS AMENDMENT NO. 3 is effective this .. ( day of ((✓U1\� 2013, by and between the Orange County Transportation Authority ("AUTHORITY"), and the City of Seal Beach, a municipal corporation (hereinafter referred to as "AGENCY'). WITNESSETH: WHEREAS, by Agreement No. C-1-2784 dated August 19, 2011, as last changed by Letter Agreement No. 2, AUTHORITY and AGENCY entered into a Master Funding Agreement that defines the specific terms and conditions and funding responsibilities between AUTHORITY and AGENCY for Comprehensive Transportation Funding Programs (CTFP) and Local Fair Share Program Net Revenues; WHEREAS, AUTHORITY is revising the audit provision language with no change to the maximum cumulative obligation; and WHEREAS, AUTHORITY is updating the contact notice information; and NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and AGENCY that Agreement No. C-1-2784 is hereby amended in the following particulars only: 1. Amend ARTICLE 3. RESPONSIBILITIES OF AUTHORITY, page 4 of 10, Paragraph G, to delete in its entirety and in lieu thereof insert: "AUTHORITY, or agents of AUTHORITY, may upon close-out off each PROJECT(s) under this Agreement, perform a technical or field review to ensure that CTFP Guidelines were followed. Page 1 of 2 1 2 3 4 5 6 7 8 9 10 11 12 14 15 16 17 18 19 20 21 22 23 m 25 AMENDMENT AMENDMENT NO.3 TO AGREEMENT NO. C-1-2784 Such review may be performed after an acceptable final report has been submitted for each PROJECT(s). If the review determines that any of the activities performed are ineligible for CTFP funding, AGENCY must return the amount of funding used to perform the ineligible activity to AUTHORITY in accordance with Article 4.G." 2. Amend ARTICLE 6. AUDIT AND INSPECTION, page 7 of 10, line 1, to delete "a period of four (4) years" and in lieu thereof insert "a period of five (5) years." The balance of Agreement No. C-1-2784 remains unchanged IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to Agreement C-1-2784 to be executed as of the date first above written. CITY OF SEAL WCH r By: Jill R. Ingram City Manager ATTESV r By: Linda Devine City Clerk APPROVED AS TO FORM: By: w /;/S Quinn M. Barrow City Attorney Dated: 10/07 n? ORANGE C TY T SP fi10N AUTHORITY By: Meena Katakia , Manager, Capital Projects APPRED AS TO FORM: By: Kennard R. Smart, Jr. General Counsel Page 2 of 2 1 2 3 M 5 6 7 8 9 10 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 AMENDMENT NO. 2 TO AGREEMENT NO. C-1-2784 work, materials, payroll, contracts, books, accounts, and other data and records of AGENCY for a period of five (5) years after expenditure of funds or five (5) years after final payment of debt service where local fair share revenues were pledged, whichever is longer. 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 contracts with AGENCY's contractor(s)." 3. Amend ARTICLE 8. ADDITIONAL PROVISIONS, page 9 of 10, Paragraph L, to update AUTHORITY's contact information. To AGENCY: City of Seal Beach 211 8th Street. Seal Beach, CA, 90740 ATTENTION: Sean Crumby Director of Public Works Tel: (562) 431-2527 E-mail: scrum by@sealbeach ca gov To AUTHORITY: Orange County Transportation Authority 550 South Main Street P.O. Box 14184 Orange, CA 92863-1584 ATTENTION: Michael Le Associate Contract Administrator Tel:(714) 560 — 5314 E-mail. mlel(o)octa.net Page 3 of 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 AMENDMENT NO. 2 TO AGREEMENT NO. C-1-2784 The balance of Agreement No. C-1-2784 remains unchanged IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to Agreement C-1-2784 to be executed as of the date first above written. CITY OF SEAL EACH ORANGE COUNTY TRANSPORTATION AUTHORITY r By - YG By: EX1XWA.)PW t9( J JW R. I ng ram �Meena Katakia Rx City Manager Manager, Capital Projects ATTE T APPROV D AS TO FORM: By: By: Linda Devine Kennard R Smart, Jr. City Clerk General Counsel APPROVED AS TPoPORM: am Steven L. Flower Dated: L % Page 4 of 4 1 AMENDMENT NO. 3 2 MASTER FUNDING AGREEMENT NO. C-1-2784 3 BETWEEN 4 ORANGE COUNTY TRANSPORTATION AUTHORITY 5 AND 6 CITY OF SEAL BEACH 7 FOR 8 M2 COMPREHENSIVE TRANSPORTATION FUNDING PROGRAMS-- 9 THIS AMENDMENT NO. 3 is effective this day of 2013, by and 10 between the Orange County Transportation Authority ("AUTHORITY"), and the City of Seal Beach, a 11 municipal corporation (hereinafter referred to as "AGENCY"). 12 WITNESSETH: 13 ` WHEREAS, by Agreement No. C-1-2784 dated August 19, 2011, as last changed by Letter 14 Agreement No. 2, AUTHORITY and AGENCY entered into a Master Funding Agreement that defines 15 the specific terms and conditions and funding responsibilities between AUTHORITY and AGENCY for 16 Comprehensive Transportation Funding Programs (CTFP) and Local Fair Share Program Net 17 Revenues; 18 WHEREAS, AUTHORITY is revising the audit provision language with no change to the 19 maximum cumulative obligation; and 20 WHEREAS, AUTHORITY is updating the contact notice information; and 21 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and AGENCY that 22 Agreement No. C-1-2784 is hereby amended in the following particulars only: 23 1. Amend ARTICLE 3. RESPONSIBILITIES OF AUTHORITY, page 4 of 10, Paragraph 24 G, to delete in its entirety and in lieu thereof insert: 25 "AUTHORITY, or agents of AUTHORITY, may upon close-out off each PROJECT(s) under this 26 Agreement, perform a technical or, field review to ensure that CTFP Guidelines were followed. Page 1 of 2 2 3 4 5 6 7; 8 9 10. 11 12 13 14 15 16 17 ...18 19 20 21 22 23 24 25 AMENDMENT NO.3 TO AGREEMENT NO. C-1-2784 Such review may be performed after an acceptable final report has been submitted for each PROJECT(s). If the review determines that any of the activities performed are ineligible for CTFP funding, AGENCY must return the amount of funding used to perform the ineligible activity to AUTHORITY in accordance with Article 4.G." 2. Amend ARTICLE 6. AUDIT AND INSPECTION, page 7 of 10, line 1, to delete "a period of four (4) years' and in lieu thereof insert "a period of five (5) years." The balance of Agreement No. C-1-2784 remains unchanged -1N WITNESS`WHEREOF; the parties hereto -have -caused this -Amendment No. C-1-2784 to be executed as of the date first above written.. CITY OF SEAL WCH ORANGE COUNTY TRANSPORTATION AUTHORITY r By: a92By: J 11 R. Ingram U Meena Katakia City Manager Manager, Capital Projects ATTE T. APPR ED AS TO FORM: By: By: Linda Devine Kennard R. Smart, Jr. City Clerk General Counsel -APPROVED AS TyO}F,ORM: By: - - -Al/ _ Quinn M. Barrow City Attorney Dated: lD�D7�/3 Page 2 of 2 • • Distributed: 8 Accounting CAMM FPA PMLCI,%l�l/fGr/^ OCTA Vendor ; CA m G1uz BOARD OF DIRECTORS May 9, 2013 GregoryT Winlerbollom Chairman Mr. Sean Crumby Shawn Nelson City of Seal Beach Vice Chairman 211 Eighth Street Pa(ncla Bales Seal Beach, CA 90740 Director Lori Donchak Subject: Agreement No. C-1-2784, City of Seal Beach, "M2 CTFP Master Director Funding Agreement" — Letter Agreement No. 2 Gail Eastman Director Dear Mr. Crumby: Matthew Harper Director This Letter Agreement serves as the Orange County Transportation Authority's Michael Hennessey Director (OCTA) approval to amend Agreement No. C-1-2784, Attachment A-1 "Project Slew Jones List". OCTA is deleting Attachment A-1, in its entirety, as identified in Article 4 Director "Responsibilities of Agency", paragraph A, and in lieu thereof is inserting the Jeffrey Lalloway revised "Project List", attached hereto as Attachment A-2, which is incorporated Director and made a part of the Agreement. All provisions set forth in Master Funding Gary A. Miller Agreement No. C-1-2784 apply. Director John Moorlach The following additional provisions apply to Project P projects) approved by the Director Board on April 8, 2013: AI Murmy Director 1. In-kind or soft match shall be itemized by Lead Agency and or participating Janet Nguyen DIreCIIN cities. Miguel Pulido 2. The Lead Agency agrees to ensure that technical representatives from the Director project's Traffic Forum meet and participate regularly during the entirety of the Tim Shaw project. Director 3. The Lead Agency agrees to manage the project for all participating agencies. Todd Spitzer 4- The Lead Agency agrees to develop and execute an agreement with the Direct" participating agencies outlining the roles and responsibilities, flow -down Frank Ury contractual elements, and project match share for completion of the project Director consistent with the Measure M Comprehensive Transportation Funding Ryan Chamberlain Guidelines and referenced documents, the project application, and this letter. EK Officio Member 5. The Lead Agency agrees to provide updated timing plans, traffic counts, and other appropriate data to OCTA in formats consistent with the ROADS CHIEF EXECUTIVE OFFICE database at the completion of the Primary Implementation phase of the project. Darrell Johnson 6. The Lead Agency agrees to cooperate with OCTA and coordinate outreach Chief Executive Officer efforts for the Primary Implementation phase project. Orange County Transportation Authority 550 South Main Street /P.O. Box 14184 /Orange /California 92863-1584 / (714) 560 -OCTA (6282) Ll Agreement No. 1-2784, City of Seal Beach Master Funding Agreement — Letter Agreement No. 2 Page 2 0 If you have any questions, please feel free to contact Roger Lopez at (714) 560-5438. Please execute this letter agreement and return the signed originals to the attention of Marvin Cruz, Senior Contract Administrator at (714) 560-5568, mcruzca)-octa.net. Upon full execution of the letter agreement, the effective date will be April 8, 2013. Kia Mortazavi Executive Director, ning Orange County Transportation Authority Meena Kata as " Department Manager Orange County Transportation Authority Date Accepted and Agreed Sean Crumby Director of Public City of Seal Beach • PREEMENT NO. C-1-2784 ATTACHMENT A-2 LETTER AGREEMENT NO. 2 M2 CUP MASTER FUNDING AGREEMENT City of Seal Beach - Project List Project Description CTFP Amount Programmed Fiscal Year Board Date Letter Agreement No. Cumulative Program Total $0.00 Project X "Environmental Clean,Up" Filter Inserts Installation Project $10,700.00 2012-13 8/13/2012 1 Cumulative Program Total $10,70D.00 Project P "Regional Traffic Signal=Synchronizaton- Tog ram, Seal Beach TMC Relocation $586,720.00 2013-14 4/8/2013 2 Cumulative Program Total $586,720.00 Total.(All Projects) `$597;420,00 =_ U p O n ry u o f I a N I U — u H .f ✓ r q a O N H a o a Pai > u o N i 0 H ry — I � o N E i o -- a ti i b K 7 H x w a \ n z « M a « H O H 0 a O b o o ro I o H H g a o i I o H O H w a � w 1 U N H \ H x q ar a � O I K o jH I I N H pI ro M N H I a\ 0 L HO I a N\ 1 ro o ° o a o a w o u� ro z o w H a [7y�II RRRwEEEE£w11111 U 0 0 0 oG x E 4 a o « N w ❑ i d � � x w H a O O H apq w « A H >rrv}l x 17 iC -H H 15 7. Y W 0 Ri M p W WEw ri byy N 3 H W ry pWy ; a N O N U 177 L a q H U �L a H a q 0 a o N U Fq N q a H o ,ol F o: O H>u a n W O J� m i H o V O N P O •• z z a O p Hp N d w H O PRO O aq a O �p O iC W � u T� H 0 •• q A N R H pO7 w R a O r� a i Da a ro J1 a H NF U\ > w H itlU1 D pl H l it n L 7, U N N [5z� Y w U' � OOW Wi M O •O a a K N a �C w PI R W L M O v° n a KKK d o ' I b N H W H r7 W 4 w F E K 11 U p L w N N o N O .0w] a F 0 "'rtdd"` w a K O 4 KE a wo z P •.�i b u tp u n o a o ff .ai H ani d u u 7 Hp yp o H y a o w w H u" zK o q 0 W w M 0 a a E u i a i d H w P4 AFFILIATED AGENCIES Orange County Transit District Local Transportation Authority Service Authonly for Freeway Emergencies Consolidaled Transportation Service Agency Congestion Management Agency Service Authority for Abandoned Vehicles September 7, 2012 City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 Distributed: 1011 11Z Accounting CAMM FPA m C:. P1va PM LAI Vendor,/ CA M &q I-` Subject: Agreement No. C-1-2784, City of Seal Beach, "M2 CTFP Master Funding Agreement" — Letter Agreement No. 1 Dear Mr. Crumby: This Letter Agreement serves as the Orange County Transportation Authority's (OCTA) approval to amend Agreement No. C-1-2784, Attachment A "Projects List". OCTA is deleting Attachment A, in its entirety, as identified in Article 4 "Responsibilities of Agency", paragraph A, and in lieu thereof is inserting the revised "Project List", attached hereto as Attachment A-1, which is incorporated and made a part of the Agreement. All provisions set forth in Master Funding Agreement No. C-1-2784 apply. The following additional provisions to the subject project was approved by the Board on August 13, 2012: Project X "Environmental Clean Up Program" anticipates using in kind services such as ongoing operation and maintenance of projects must include semi-annual reporting and expenditure verification of matching funds including backup documentation as part of the semi-annual review (SAR) reporting process and include in the M2 Eligibility Expenditure Report due within six months of the end of the jurisdiction's fiscal year. Failure to provide reporting and or evidence of on-going in-kind services for the life of the project will result in disqualification of Agency participation on future competitive calls for Comprehensive Transportation Funding Programs (CTFP) projects. If you have any questions, please feel free to contact Roger Lopez at (714) 560-5438. Orange County Transportation Authority 550 South Main Street / P.O. Box 14184 /Orange /California 92853-1584 / (714) 560 -OCTA (6282) Agreement No. 1-2784, City of Seal Beach Master Funding Agreement — Letter Agreement No. 1 Page 2 Please execute this letter agreement and return the signed original to the attention of Marvin Cruz, Senior Contract Administrator at (714) 560-5568, mcruz(a)octa.net. Upon full execution of the letter agreement, the effective date will be August 13, 2012. Kia Mortazavi v Executive Director, Planning Orange County Transportation Authority Meena Kata is Department Manager Orange Count Transportation Authority Date Accepted and Agreed Sean Crumby Director of Public 1 City of Seal Beach • • AGREEMENT NO. C-1-2784 ATTACHMENT A-1 LETTER AGREEMENT NO. 1 M2 CTFP MASTER FUNDING AGREEMENT City of Seal Beach - Project List Project Description CTFPLetter Amount SLPP Amount Fiscal Year Board Date Agreement No. Project O "Regional Capacity Program" Cumulative Program Total $0.00 Project X "Environmental Clean Up" Filter Inserts Installation Project $10,700.00 $0.00 2012-13 8/13/2012 1 Cumulative Program Total 1 $10,700.001 1 - Project P "Regional Traffic Signal Synchronization Program" Cumulative Program Total $0.00 Total (All Projects)l $10,700.00 -- i 1 O O M N O Y O f4 r o U o m M Y n •.r N ri fi a a N > U a ro N — O m Y H U O q Y O m N a N i N N N e m U a C w o H 0 -- i 0 o i V ro Y o a fa i o i o o H — Y -M ro er � Y Y a a z ' i N 0' O H ♦ a [9 o H H a o v r a Y H � Ik ei qN � ' O a' o pm b H E Y 7? 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C-1-2784 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITY OF SEAL BEACH FOR M2 COMPREHENSIVE TRANSPORTATION FUNDING PROGRAMS THIS AGREEMENT is effective this 10% 1-H day of A-uc,--t,usT 2011, by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange, California 92863-1584, a public corporation of the State of California (hereinafter referred to as "AUTHORITY"), and the City of Seal Beach, 211 Eighth Street, Seal Beach, CA 90740, a municipal corporation (hereinafter referred to as "AGENCY"). RECITALS: WHEREAS, Voters approved Renewed Measure M (M2) on November 7, 2006; and WHEREAS, Orange County Local Transportation Authority Ordinance No. 3 outlines the M2 Transportation Ordinance and Investment Plan to fund transportation facility and service improvement programs for a period of thirty years commencing on April 1, 2011; and WHEREAS, AUTHORITY and AGENCY agree that M2 funding is subject to AGENCY fulfilling M2 eligibility requirements; and WHEREAS, AUTHORITY's Board of Directors approved the Renewed Measure M Eligibility Guidelines - Local Agency Preparation Manual on January 25, 2010 and subsequent amendments on March 14, 2011 and April 11, 2011; and WHEREAS, AUTHORITY's Board of Directors approved the Comprehensive Transportation Funding Programs (CTFP) Guidelines on March 22, 2010; and WHEREAS, AUTHORITY will periodically update the Renewed Measure M2 Eligibility Guidelines - Local Agency Preparation Manual and the CTFP Guidelines whereby the most recent Page 1 of 10 L:\Camm\Marvin\CooperativeAgreements\CTFP Master Funding Agreement\Agreements\C-1-2784 City of Seal Beach.docx 0 MASTER FUN NG AGREEMENT NO. C-1-2784 1 update is incorporated herein by reference; and 2 WHEREAS, AUTHORITY has approved AGENCY's competitive project(s) (hereinafter referred 3 to as "PROJECT(s)") as specified in Attachment A "Projects List" to receive funding under the CTFP; 4 and 5 WHEREAS, AUTHORITY has determined that AGENCY's PROJECT(s) has met the 6 requirements of and is eligible under the CTFP Guidelines; and 7 WHEREAS, AGENCY's "Project List' may be amended to include new projects with each g competitive call for projects and will be incorporated by Letter Agreement executed by both parties and g incorporated herein; and 10 WHEREAS, the Letter Agreement may include additional requirements for PROJECT(s) funded 11 with sources other than M2 or Local Fair Share Net Revenues sources; and 12 WHEREAS, AUTHORITY and AGENCY agree that Local Fair Share Program Net Revenues 13 are distributed on a formula basis to eligible jurisdictions; and 14 WHEREAS, payment terms for this Master Funding Agreement will be in accordance with 15 Chapter 10 of the CTFP Guidelines; and 16 WHEREAS, this Master Funding Agreement defines the specific terms and conditions and 17 funding responsibilities between AUTHORITY and AGENCY for CTFP and Local Fair Share Program 18 Net Revenues; and 19 WHEREAS, AUTHORITY's Board of Directors approved this Master Funding Agreement on 20 June 27, 2011; and 21 WHEREAS, the AGENCY's City Council approved this Agreement on the 25 1h day of 22 J N �y 2011; 23 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and AGENCY as 24 follows: 25 ARTICLE 1. COMPLETE AGREEMENT 26 A. This Agreement, including any attachments incorporated herein and made applicable by Page 2 of 10 L:\Camm\Marvin\CooperativeAgreements\CTFP Master Funding Agreement\Agreements\C-1-2784 City of Seal Beach.docx MASTER FAING AGREEMENT NO. C-1-2784 1 reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this 2 agreement between AUTHORITY and AGENCY and it supersedes all prior representations, 3 understandings, and communications. The invalidity in whole or in part of any term or condition of this :-4 Agreement shall not affect the validity of other term(s) or conditions(s) of this Agreement. The above 5 referenced Recitals are true and correct and are incorporated by reference herein. 6 B. AUTHORITY'S failure to insist on any instance(s) of AGENCY's performance of any 7 term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of g AUTHORITY's right to such performance or to future performance of such term(s) or condition(s), and .• g AGENCY's obligation in respect thereto shall continue in full force and effect. Changes to any portion of 10 this Agreement shall not be binding upon AUTHORITY except when specifically confirmed in writing by 11 an authorized representative of AUTHORITY by way of a written amendment to this Agreement and 12 issued in accordance with the provisions of this Agreement. 13 C. AGENCY's failure to insist on any instance(s) of AUTHORITY's performance of any 14 term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of 15 AGENCY's right to such performance or to future performance of such term(s) or condition(s), and 16 AUTHORITY's obligation in respect thereto shall continue in full force and effect. Changes to any 17 portion of this Agreement shall not be binding upon AGENCY except when specifically confirmed in 18 writing by an authorized representative of AGENCY by way of a written amendment to this Agreement 19 and issued in accordance with the provisions of this Agreement. 20 ARTICLE 2. SCOPE OF AGREEMENT 21 This Agreement specifies the roles and responsibilities of both AUTHORITY and AGENCY as 22 they pertain to the subjects and projects addressed herein. Both AUTHORITY and AGENCY agree 23 that each will cooperate and coordinate with the other in all activities covered by this Agreement and 24 any other supplemental agreements, including Letter Agreements, which may be required to facilitate 25 purposes thereof. 26 Page 3 of 10 L:\Camm\Marvin\Cooperative Agreements\CTFP Master Funding Agreement\Agreements\C-1-2784 City of Seal Beach.docx • -2784 MASTER FUN NG AGREEMENT NO. C-1 1 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY 2 AUTHORITY agrees to the following responsibilities for funding of PROJECT(s): „3 A. AUTHORITY shall allocate M2 Net Revenues as specified in Ordinance No. 3 and pay 4 AGENCY in accordance with the policies and procedures contained in the CTFP manual and 5 AUTHORITY's Board of Directors approved PROJECT budgets. 6 B. AUTHORITY shall provide guidance and oversight of the M2, state and federal funds in 7 compliance with M2 eligibility guidelines, CTFP Guidelines, state and federal funding requirements and 8 allocation and reporting requirements. 9 C. Within thirty (30) days of receipt of an acceptable initial payment CTFP invoice and 10 within sixty (60) days for an acceptable final payment invoice for eligible expenditures, AUTHORITY 11 shall, in accordance with Chapter 10 of the CTFP Guidelines, remit to AGENCY the required 12 reimbursement for applicable planning, environmental, engineering, right-of-way and construction 13 activities. 14 D. AUTHORITY shall pay Net Revenues allocated for the Local Fair Share Program to 15 eligible AGENCY within sixty (60) days of receipt by AUTHORITY. 16 E. AUTHORITY shall process any required Federal Transportation Improvement Program 17 (FTIP) amendments, Subject to state and federal regulations and guidelines prepared by the Southern 18 California Association of Governments. 19 F. At the request of AGENCY, AUTHORITY shall, in accordance with AUTHORITY 20 specification and no cost to the AGENCY excluding installation and removal expenses, provide signage 21 for all construction PROJECT(s) that are in excess of FIVE HUNDRED THOUSAND DOLLARS 22 ($500,000) and exceed a ninety (90) day construction schedule. 23 G. AUTHORITY, or agents of AUTHORITY, may upon close-out of each PROJECT(s) 24 under this Agreement, perform an audit and or technical review to ensure that CTFP Guidelines policies 25 and procedures were followed. Such audit shall be performed within one hundred and eighty (180) 26 days of AUTHORITY receiving the final report for each PROJECT(s). If the audit or technical review Page 4 of 10 L:\Carnm\Marvin\CooperativeAgreements\CTFP Master Funding Agreement\Agreements\C-1-2784 City of Seal Beach.docx 0 MASTER FUNDING AGREEMENT NO. C-1-2784 1 determines that any of the activities performed are ineligible for CTFP funding, AGENCY must return .2 the amount of funding used to perform the ineligible activity to AUTHORITY in accordance with Article 3 4.G. 4 ARTICLE 4. RESPONSIBILITIES OF AGENCY 5 AGENCY agrees to the following responsibilities for PROJECT(s): 6 A. AGENCY or AGENCY's designee will act as the lead agency for all phases of the 7 PROJECT(s) identified in Attachment A, approved for M2 funding. g B. AGENCY agrees that M2 funding is subject to AGENCY meeting all of the requirements g outlined in the M2 Eligibility Guidelines and CTFP Guidelines. 10 C. AGENCY agrees to implement and complete PROJECT(s) funded under this 11 Agreement in accordance with the CTFP Guidelines, M2 Eligibility requirements and application 12 submitted to AUTHORITY. 13 D. AGENCY agrees to submit all PROJECT information to the Federal Transportation 14 Improvement Program and OCFundTracker during semi-annual reviews and as requested by the 15 AUTHORITY in accordance with the prescribed deadlines. 16 E. AGENCY agrees to obligate funds in the programmed year in accordance with the 17 CTFP Guidelines and adhere to any additional requirements identified in any and all Letter 18 Agreement(s) amended hereto. 1 g F. AGENCY agrees to enter into and required Letter Agreement for PROJECT(s) approved 20 by the Board to define specific funding and reporting requirements. 21 G. AGENCY shall return funds expended on activities, other than those approved by the 22 AUTHORITY's Board of Directors, within thirty (30) .day's of AUTHORITY's written demand. Any 23 AGENCY which uses funds for other than transportation purposes shall be deemed ineligible to receive 24 funds for a period of five (5) years. 25 H. AGENCY agrees to dispose of any acquired right-of-way in excess of the required 26 transportation use. Excess right-of-way must be identified at the time of initial payment submittal and Page 5of10 L:\Camm\Marvin\CooperativeAgreements\CTFP Master Funding Agreement\Agreements\C-1-2784 City of Seal Beach.dom • MASTER FUN IG AGREEMENT NO. C-1-2784 1 prior to the disposal process. Resolution of any issues regarding whether or not a right-of-way is :-2 excess to the transportation improvement will be by the mutual agreement of AUTHORITY and 3 AGENCY. Excess land acquired with CTFP funds shall be sold by AGENCY in accordance with 4 Government Code Sections 54220-54232 and proceeds from the sale shall be returned immediately to 5 AUTHORITY. 6 I. AGENCY will comply with all federal, state and local laws and regulations, including the 7 Renewed Measure M2 Eligibility Guidelines — Local Agency Preparation Manual and the CTFP 8 Guidelines, which are incorporated herein by reference. 9 J. AGENCY shall install and remove signage for all competitively awarded construction 10 PROJECT(s) that are in excess of $500,000 and exceed a 90 day construction period in accordance 11 with AUTHORITY specifications during construction period. AGENCY may request AUTHORITY 12 furnished signage or it may choose to provide AGENCY furnished signage so long as said signage 13 conforms to AUTHORTY specifications as follows: Signage shall include a Measure M2 logo that is a 14 minimum of twelve inches (12") tall, an OCTA logo that is a minimum of three inches (3") tall (image 15 files provided by OCTA upon request), verbiage stating "Street Improvements Funded by Measure M" 16 in Myriad Pro, bold condensed font at two hundred and fifty six (256) pt. and "Your dollars at Work" in 17 Myriad Pro, bold condensed font at one hundred and eighty (180) pt. 18 ARTICLE 5. DELEGATED AUTHORITY 19 The actions required to be taken by AGENCY in the implementation of this Agreement are 20 delegated to its Director of Public Works, or his/her designee, and the actions required to be taken by 21 AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief Executive 22 Officer. 23 ARTICLE 6. AUDIT AND INSPECTION 24 AUTHORITY and AGENCY shall maintain a complete set of records in accordance with 25 generally accepted accounting principles. Upon reasonable notice, AGENCY shall permit the 26 authorized representatives of the AUTHORITY to inspect and audit all work, materials, payroll, books, Page 6 of 10 L:\Camm\Marvin\CooperativeAgreements\CTFP Master Funding Agreement\Agreements\C-1-2784 City of Seal Beach.docx • MASTER FANG AGREEMENT NO. C-1-2784 1 accounts, and other data and records of AGENCY for a period of four (4) years after final payment, or 2 completion of audit by the AUTHORITY, or after final payment of debt service where local fair share 3 revenues were pledged, whichever is longer. For purposes of audit, the date of completion of this 4 Agreement shall be the date of AUTHORITY's payment of AGENCY's final billing (so noted on the 5 invoice) under this Agreement. AUTHORITY shall have the right to reproduce any such books, records, 6 and accounts. The above provision with respect to audits shall extend to and/or be included in contracts 7 with AGENCY's contractor(s). g ARTICLE 7. INDEMNIFICATION g A. AGENCY shall indemnify, defend and hold harmless AUTHORITY, its officers, directors, 10 employees and agents from and against any and all claims (including attorney's fees and reasonable 11 expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker's 12 compensation subrogation claims, damage to or loss of use of property alleged to be caused by the 13 negligent acts, omissions or willful misconduct by AGENCY, its officers, directors, employees or agents 14 in connection with or arising out of the performance of this Agreement. 15 B. AUTHORITY shall indemnify, defend and hold harmless AGENCY, its officers, directors, 16 employees and agents from and against any and all claims (including attorney's fees and reasonable 17 expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker's 18 compensation subrogation claims, damage to or loss of use of property alleged to be caused by the 1.g negligent acts, omissions or willful misconduct by AUTHORITY, its officers, directors, employees or 20 agents in connection with or arising out of the performance of this Agreement. 21 C. The indemnification and defense obligations of this Agreement shall survive its 22 expiration or termination. 23 ARTICLE 8. ADDITIONAL PROVISIONS 24 A. Term of Agreement: This Agreement shall continue in full force and effect through final 25 acceptance of PROJECT by AUTHORITY, or until March 31, 2041 whichever is later. This Agreement 26 may be extended at the mutual consent of both parties. Page 7 of 10 L:\Camm\Marvin\CooperativeAgreements\CTFP Master Funding Agreemerit\Agreements\C-1-2784 City of Seal Beach.docx I 0 MASTER FUNNING AGREEMENT NO. C-1-2784 1 B. Termination: This agreement is null and void if PROJECT is not awarded. However, 2 AUTHORITY agrees to reimburse AGENCY for any costs incurred up to the official date of notification 3 to AGENCY that PROJECT will not be awarded. 4 C. AUTHORITY and AGENCY shall comply with all applicable federal, state, and local 5 laws, statues, ordinances and regulations of any governmental authority having jurisdiction over the 6 PROJECT(s). 7 D. Legal Authority: AUTHORITY and AGENCY hereto consent that they are authorized to 8 execute this Agreement on behalf of said parties and that, by so executing this agreement, the parties g hereto are formally bound to the provisions of this Agreement. 10 E. Severability: If any term, provision, covenant or condition of this Agreement is held to be 11 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the 12 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or 13 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 14 F. Counterparts of Agreement: This Agreement may be executed and delivered in any 15 number of counterparts, each of which, when executed and delivered shall be deemed an original and 16 all of which together shall constitute the same agreement. Facsimile signatures will be permitted. 17 G. Force Majeure: Either Party shall be excused from performing its obligations under this 18 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable 19 cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God; 20 commandeering of material, products, plants or facilities by the federal, state or local government; 21 national fuel shortage; or a material act or omission by the other party; when satisfactory evidence of 22 such cause is presented to the other Party, and provided further that such nonperformance is 23 unforeseeable, beyond the control and is not due to the fault or negligence of the Party not performing. 24 H. Assignment: Neither this Agreement, nor any of the Parties rights, obligations, duties, or 25 authority hereunder may be assigned in whole or in part by either Party without the prior written consent 26 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed Page 8 of 10 LACammWlanrin\Cooperative Agreements\CTFP Master Funding Agreement\Agreements\C-1-2784 City of Seal Beach.docx 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 MASTER FUNNING AGREEMENT NO. C-1-2784 void and of no force and effect. Consent to one assignment shall not be deemed consent to any subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. I. Obligations To Comply with Law: Nothing herein shall be deemed nor construed to authorize or require any Party to issue bonds, notes or other evidences of indebtedness under the terms, in amounts, or for purposes other than as authorized by local, state or federal law. J. Governing Law: The laws of the State of California and applicable local and federal laws, regulations and guidelines shall govern this Agreement. K. Litigation fees: Should litigation arise out of this Agreement for the performance thereof, the court shall award costs and expenses, including attorney's fees, to the prevailing party. L. Notices: Any notices, requests, or demands made between the parties pursuant to this Aareement are to be directed as follows: To AGENCY: To AUTHORITY: City of Seal Beach Orange County Transportation Authority 211 Eighth Street 550 South Main Street Seal Beach, CA 90740 P,O. Box 14184 Orange, CA 92863-1584 ATTENTION: Sean Crumby, Director of Public ATTENTION: Marvin Cruz, Senior Contract Works Administrator Tel: (562) 430-8763 Tel: (714) 560 — 5568 Email: scrumbya-ci.sea l-beach.ca. us Email: mcruz(cDocta.net Page 9 of 10 LACammwlarvin\Cooperative Agreements\CTFP Master Funding Agreement\Agreements\C-1-2784 City of Seal Beach.docx 1 2 3 . •4 .. 5 6 7 8 9- 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 6 MASTER FANG AGREEMENT NO. C-1-2784 This Agreement shall be made effective upon execution by both parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-1-2784 to be executed on the date first above written. CITY OF SEAL BEACH ORANGE O TY RANSP RTATION AUTHORITY By: (;- :IR �By: Jit R. Ingram Will Kempton IfinpK City Manager Chief Executive Officer ATTEST- APPR VED AS TO FORM: ;�&'IIA 11 By:By: Lin 8a Devine Kennard R. Smart, Jr. City Clerk General Counsel APPROVED AS TO FORM: APPROVAL AGEjKIf-'Y Aft me By: By: t_ Quinn M. Barrow Kia Mortazavi City Attorney Executive Director, tanning Dated: Dated: F' F-// Page 10 of 10 L:\Camm\Marvin\CooperativeAgreements\CTFP Master Funding Agreement\Agreements\C-1-2784 City of Seal Beach.docx • *GREEMENT NO. C-1-2784 ATTACHMENT A M2 CTFP MASTER FUNDING AGREEMENT City of Seal Beach - Project List lProject Description No oroiects awarded under 2010 call CTFP I ProgrammedI I Agreement Amount Fiscal Year Board Date No.