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HomeMy WebLinkAboutAGMT - California Dept. of Transportation SR-22/Studebaker Off-Ramp (No. 07-4920) , • 07-LA-22-1.2 EA: 2P630 District Agreement 07-4920 32257 COOPERATIVE AGREEMENT This agreement, effective on done Z 1 i 2-011 , is between the State of California, acting through its Department of Transportation, referred to as CALTRANS, and: City of Seal Beach, a body politic and municipal corporation or chartered city of the State of California, referred to as SEAL BEACH. City of Long Beach, a body politic and municipal corporation or chartered city of the State of California, referred to as LONG BEACH. For the purpose of this agreement, the term LOCAL AGENCIES collectively refers to SEAL BEACH and LONG BEACH. For the purpose of this agreement, the term PARTNERS collectively refers to CALTRANS and LOCAL AGENCIES (all signatory parties to this agreement). The term PARTNER refers to any one of those signatory parties individually. RECITALS 1. California Streets and Highways Code sections 114 and 130 authorize PARTNERS to enter into a cooperative agreement for performance of work within the State Highway System (SHS) right of way. 2. This agreement outlines the terms and conditions of cooperation between PARTNERS to successfully complete the construction of this project. For the purpose of this agreement, modify lane striping and configuration at the intersection of westbound SR-22 and Studebaker Road off-ramp in Orange County will be referred to as PROJECT. All responsibilities assigned in this agreement to successfully complete the construction of PROJECT will be referred to as OBLIGATIONS. 3. There are no prior PROJECT-related cooperative agreements. 4. No PROJECT deliverables have been completed prior to this agreement. 5. The estimated date for OBLIGATION COMPLETION is December 31, 2012. 6. From this point forward, PARTNERS define in this agreement the terms and conditions under which they will accomplish OBLIGATIONS. H Line, -3 iki 9: 1 ? PACT Version 10.1.201102_17 ? • • RESPONSIBILITIES 7. SEAL BEACH is SPONSOR for 100% of PROJECT. 8. CALTRANS will provide IQA for the portions of WORK within existing and proposed SHS right of way. CALTRANS retains the right to reject noncompliant WORK, protect public safety,preserve property rights, and ensure that all WORK is in the best interest of the SHS. 9. CALTRANS and SEAL BEACH will each be a FUNDING PARTNER for this agreement. Their funding commitments are defined in the FUNDING SUMMARY. 10. LONG BEACH is the CEQA lead agency for PROJECT. 11. LONG BEACH is IMPLEMENTING AGENCY for PA&ED. 12. SEAL BEACH is IMPLEMENTING AGENCY for PS&E, R/W and CONSTRUCTION. SCOPE Scope: General 13. PARTNERS will perform all OBLIGATIONS in accordance with federal and California laws, regulations, and standards; FHWA STANDARDS; and CALTRANS STANDARDS. 14. IMPLEMENTING AGENCY for a PROJECT COMPONENT will provide a Quality Management Plan (QMP) for that component as part of the PROJECT MANAGEMENT PLAN. 15. Any PARTNER may, at its own expense, have representatives observe any OBLIGATIONS performed by another PARTNER. Observation does not constitute authority over those OBLIGATIONS. 16. Each PARTNER will ensure that all of its personnel participating in OBLIGATIONS are appropriately qualified, and if necessary licensed, to perform the tasks assigned to them. 17. PARTNERS will invite each other to participate in the selection and retention of any consultants who participate in OBLIGATIONS. 18. If WORK is done under contract (not completed by a PARTNER's own employees) and is governed by the California Labor Code's definition of"public works" (section 1720(a)(a)), that PARTNER will conform to sections 1720— 1815 of the California Labor Code and all applicable regulations and coverage determinations issued by the Director of Industrial Relations. PACT Version 10.1.2011_02_17 2 of 28 • • 19. IMPLEMENTING AGENCY for each PROJECT COMPONENT included in this agreement will be available to help resolve problems generated by that component for the entire duration of PROJECT. 20. CALTRANS will issue, upon proper application, the encroachment permits required for WORK within SHS right of way. Contractors and/or agents, and utility owners will not perform WORK without an encroachment permit issued in their name. 21. If any PARTNER discovers unanticipated cultural, archaeological, paleontological, or other protected resources during WORK, all WORK in that area will stop and that PARTNER will notify all PARTNERS within 24 hours of discovery. WORK may only resume after a qualified professional has evaluated the nature and significance of the discovery and a plan is approved for its removal or protection. 22. PARTNERS will hold all administrative draft and administrative final reports, studies, materials, and documentation relied upon, produced, created, or utilized for PROJECT in confidence to the extent permitted by law. Where applicable, the provisions of California Government Code section 6254.5(e) will govern the disclosure of such documents in the event that PARTNERS share said documents with each other. PARTNERS will not distribute, release, or share said documents with anyone other than employees, agents, and consultants who require access to complete PROJECT without the written consent of the PARTNER authorized to release them, unless required or authorized to do so by law. 23. If any PARTNER receives a public records request, pertaining to OBLIGATIONS, that PARTNER will notify PARTNERS within five (5) working days of receipt and make PARTNERS aware of any disclosed public records. PARTNERS will consult with each other prior to the release of any public documents related to the PROJECT. 24. If HM-1 or HM-2 is found during a PROJECT COMPONENT, IMPLEMENTING AGENCY for that PROJECT COMPONENT will immediately notify PARTNERS. 25. CALTRANS, independent of PROJECT, is responsible for any HM-1 found within the existing SHS right of way. CALTRANS will undertake HM MANAGEMENT ACTIVITIES related to HM-1 with minimum impact to PROJECT schedule. 26. SEAL BEACH, independent of PROJECT, is responsible for any HM-1 found within PROJECT limits and outside the existing SHS right of way. SEAL BEACH will undertake or cause to be undertaken HM MANAGEMENT ACTIVITIES related to HM-1 with minimum impact to PROJECT schedule. PACT Version 1O.1.201102_17 3 of 28 • • 27. If HM-2 is found within PROJECT limits, the public agency responsible for the advertisement, award, and administration (AAA) of the PROJECT construction contract will be responsible for HM MANAGEMENT ACTIVITIES related to HM-2. 28. CALTRANS' acquisition or acceptance of title to any property on which any HM-1 or HM-2 is found will proceed in accordance with CALTRANS' policy on such acquisition. 29. PARTNERS will comply with all of the commitments and conditions set forth in the environmental documentation, environmental permits, approvals, and applicable agreements as those commitments and conditions apply to each PARTNER's responsibilities in this agreement. 30. IMPLEMENTING AGENCY for each PROJECT COMPONENT will furnish PARTNERS with written quarterly progress reports during the implementation of OBLIGATIONS in that component. 31. Upon OBLIGATION COMPLETION, ownership or title to all materials and equipment constructed or installed for the operations and/or maintenance of the SHS within SHS right of way as part of WORK become the property of CALTRANS. CALTRANS will not accept ownership or title to any materials or equipment constructed or installed outside SHS right of way. 32. IMPLEMENTING AGENCY for a PROJECT COMPONENT will accept, reject, compromise, settle, or litigate claims of any non-agreement parties hired to do WORK in that component. 33. PARTNERS will confer on any claim that may affect OBLIGATIONS or PARTNERS' liability or responsibility under this agreement in order to retain resolution possibilities for potential future claims. No PARTNER will prejudice the rights of another PARTNER until after PARTNERS confer on claim. 34. PARTNERS will maintain, and will ensure that any party hired by PARTNERS to participate in OBLIGATIONS will maintain, a financial management system that conforms to Generally Accepted Accounting Principles (GAAP), and that can properly accumulate and segregate incurred PROJECT costs, and provide billing and payment support. 35. PARTNERS will comply with the appropriate federal cost principles and administrative requirements outlined in the Applicable Cost Principles and Administrative Requirements table below. These principles and requirements apply to all funding types included in this agreement. Applicable Cost Principles and Administration Requirements.; PACT Version 10.1.2011_02_17 4 of 28 • • The federal cost principles and administrative requirements associated with each organization type apply to that organization. Organization Type Cost Principles Administrative Requirements Federal Governments 2 CFR Part 225 OMB A-102 State and Local Government 2 CFR, Part 225 49 CFR, Part 18 Educational Institutions 2 CFR, Part 220 2 CFR, Part 215 Non-Profit Organizations 2 CFR, Part 230 2 CFR, Part 215 For Profit Organizations 48 CFR, Chapter 1, 49 CFR, Part 18 Part 31 CFR (Code of Federal Regulations) OMB (Office of Management and Budget) Related URLS: • Various OMB Circular: http://www.whitehouse.gov/omb/grants_circulars • Code of Federal Regulations: http://www.gpoaccess.gov/CFR 36. PARTNERS will maintain and make available to each other all OBLIGATIONS-related documents, including financial data, during the term of this agreement. 37. PARTNERS will retain all OBLIGATIONS-related records for three (3) years after the final voucher. 38. PARTNERS have the right to audit each other in accordance with generally accepted governmental audit standards. CALTRANS, the state auditor, FHWA, and LOCAL AGENCIES will have access to all OBLIGATIONS-related records of each PARTNER, and any party hired by a PARTNER to participate in OBLIGATIONS, for audit, examination, excerpt, or transcription. The examination of any records will take place in the offices and locations where said records are generated and/or stored and will be accomplished during reasonable hours of operation. The auditing PARTNER will be permitted to make copies of any OBLIGATIONS-related records needed for the audit. The audited PARTNER will review the draft audit, findings, and recommendations, and provide written comments within 30 calendar days of receipt. Upon completion of the final audit, PARTNERS have 30 days to refund or invoice as necessary in order to satisfy the obligation of the audit. Any audit dispute not resolved by PARTNERS is subject to dispute resolution. Any costs arising out of the dispute resolution process will be paid within 30 calendar days of the final audit or dispute resolution findings. 39. Any PARTNER that hires another party to participate in OBLIGATIONS will conduct a pre-award audit of that party in accordance with the Local Assistance Procedures Manual. PACT Version 10.1.2011_02_17 5 of 28 • • 40. PARTNERS will not incur costs beyond the funding commitments in this agreement. If IMPLEMENTING AGENCY anticipates that funding for WORK will be insufficient to complete WORK, IMPLEMENTING AGENCY will promptly notify SPONSOR. IMPLEMENTING AGENCY has no obligation to perform WORK if funds to perform WORK are unavailable. 41. If WORK stops for any reason, IMPLEMENTING AGENCY will place all facilities impacted by WORK in a safe and operable condition acceptable to CALTRANS. 42. If WORK stops for any reason, each PARTNER will continue to implement all of its applicable commitments and conditions included in the PROJECT environmental documentation, permits, agreements, or approvals that are in effect at the time that WORK stops, as they apply to each PARTNER's responsibilities in this agreement, in order to keep PROJECT in environmental compliance until WORK resumes. 43. Each PARTNER accepts responsibility to complete the activities that it selected on the SCOPE SUMMARY. Activities marked with "N/A" on the SCOPE SUMMARY are not included in the scope of this agreement. Scope: Environmental Permits, Approvals and Agreements 44. Each PARTNER identified in the Environmental Permits table below accepts the responsibility to complete the assigned activities. Environmental Permits - - - • Permit Coordinate Prepare Obtain Implement Renew Amend NPDES SEAL SEAL SEAL SEAL SEAL SEAL SWRCB _ BEACH BEACH BEACH BEACH BEACH BEACH State Waste SEAL SEAL SEAL SEAL SEAL SEAL Discharge BEACH BEACH BEACH BEACH BEACH BEACH Requirements (Porter Cologne) RWQCB Air Quality SEAL SEAL SEAL SEAL SEAL SEAL Permits BEACH BEACH BEACH BEACH BEACH BEACH Scope: Project Approval and Environmental Document (PA&ED) 45. LONG BEACH is the CEQA lead agency for PROJECT. LONG BEACH will determine the type of environmental documentation required and will cause that documentation to be prepared. 46. Any PARTNER involved in the preparation of CEQA environmental documentation will follow the CALTRANS STANDARDS that apply to the CEQA process including,but not PACT Version 10 1.2011 02 17 6 of 28 limited to, the guidance provided in the Standard Environmental Reference available at www.dot.ca.gov/ser. 47. CALTRANS is the CEQA responsible agency for PROJECT and will review, comment, and concur on all environmental documentation (including, but not limited to, studies, reports, public notices, and public meeting materials, determinations, administrative drafts, and final environmental documents) at appropriate stages of development prior to approval and public availability. 48. LONG BEACH will prepare the appropriate CEQA environmental documentation to meet CEQA requirements. 49. Any PARTNER preparing any portion of the CEQA environmental documentation, including any studies and reports, will submit that portion of the documentation to CALTRANS for review, comment, and concurrence at appropriate stages of development prior to public availability. If the CEQA lead agency makes any changes to the CEQA documentation, the CEQA lead agency will allow CALTRANS to review, comment, and concur on those changes prior to the CEQA lead agency's approval and public availability. 50. LONG BEACH will prepare, publicize, and circulate all CEQA-related public notices and will submit said notices to CALTRANS for review, comment, and concurrence prior to publication and circulation. If the CEQA lead agency makes any changes to the notices, the CEQA lead agency will allow CALTRANS to review, comment, and concur on those changes prior to publication and circulation. 51. The CEQA lead agency will attend all CEQA-related public meetings. LONG BEACH will plan, schedule, prepare materials for, and host all CEQA-related public meetings and will submit all materials to CALTRANS for review, comment, and concurrence at least 10 working days prior to the public meeting date. If the CEQA lead agency makes any changes to the materials, the CEQA lead agency will allow CALTRANS to review, comment, and concur on those changes at least three (3) working days prior to the public meeting date. PACT Version 10.1.2011 0z 17 7 of 28 • • 52. The PARTNER preparing the environmental documentation, including the studies and reports, will ensure that qualified personnel remain available to help resolve environmental issues and perform any necessary work to ensure that PROJECT remains in environmental compliance. Scope: Plans, Specifications, and Estimate (PS&E) 53. SEAL BEACH will ensure that the engineering firm preparing the plans, specifications, and estimate will not be employed by or under contract to the PROJECT construction contractor. SEAL BEACH will not employ the engineering firm preparing the plans, specifications, and estimate for construction management of PROJECT. However, SEAL BEACH may retain the engineering firm during the construction PROJECT COMPONENT to check shop drawings, do soil foundation tests, test construction materials, and perform construction surveys. 54. SEAL BEACH will identify and locate all utility facilities within PROJECT area as part of PS&E responsibilities. The plans, specifications, and estimate for PROJECT will identify all utility facilities not relocated or removed in advance of the construction PROJECT COMPONENT. 55. SEAL BEACH will make all necessary arrangements with utility owners for the timely accommodation, protection, relocation, or removal of any existing utility facilities that conflict with construction of PROJECT or that violate CALTRANS' encroachment policy. Scope: Right of Way (R/W) 56. SEAL BEACH will provide a land surveyor licensed in the State of California to be responsible for surveying and right of way engineering. All survey and right of way engineering documents will bear the professional seal, certificate number, registration classification, expiration date of certificate, and signature of the responsible surveyor. 57. SEAL BEACH will provide CALTRANS-approved verification of its arrangements for the protection, relocation, or removal of all conflicting facilities and that such work will be completed prior to construction contract award or as otherwise stated in the PROJECT plans, specifications, and estimate. This verification must include references to all required SHS encroachment permits. PACT Version 10.1.2011_02_17 8 of 28 • 58. SEAL BEACH will utilize a public agency currently qualified by CALTRANS or a properly licensed consultant for all right of way activities. A qualified right of way agent will administer all right of way consultant contracts. SEAL BEACH will submit a draft Right of Way Certification document to CALTRANS six weeks prior to the scheduled milestone date for review. SEAL BEACH will submit a final Right of Way certification document to CALTRANS prior to PROJECT advertisement for approval. 59. SEAL BEACH will prepare and provide to CALTRANS a Right of Way Certification prior to PROJECT advertisement. 60. All right of way conveyances must be completed prior to OBLIGATION COMPLETION. 61. CALTRANS' acceptance of right of way title is subject to review of an Updated Preliminary Title Report provided by SEAL BEACH verifying that the title is free of all encumbrances and liens. Upon acceptance, SEAL BEACH will provide CALTRANS with a Policy of Title Insurance in CALTRANS' name. 62. The California Transportation Commission will hear any Resolutions of Necessity. Scope: CONSTRUCTION 63. SEAL BEACH will advertise, open bids, award, and approve the construction contract in accordance with the California Public Contract Code and the California Labor Code. SEAL BEACH will not advertise the construction contract until CALTRANS completes or accepts the final plans, specifications, and estimate package; CALTRANS approves the Right of Way Certification; and SPONSOR verifies full funding of CONSTRUCTION SUPPORT and CONSTRUCTION CAPITAL. By accepting responsibility to advertise and award the construction contract, SEAL BEACH also accepts responsibility to administer the construction contract. 64. SEAL BEACH will provide a RESIDENT ENGINEER and construction support staffs that are independent of the design engineering company and construction contractor. 65. SEAL BEACH will implement changes to the construction contract through contract change orders (CCOs). PARTNERS will review and concur on all CCOs over 550,000. CALTRANS must approve all CCOs affecting public safety or the preservation of property, all design and specification changes, and all major changes as defined in the CALTRANS Construction Manual prior to implementing the CCO. PACT Version 10.1.2011_02_17 9 of 28 • • 66. If the lowest responsible construction contract bid is greater than the funding commitment to CONSTRUCTION CAPITAL, all PARTNERS must be involved in determining how to proceed. If PARTNERS do not agree in writing on a course of action within 15 working days, this agreement will terminate. 67. SEAL BEACH will require the construction contractor to furnish payment and performance bonds naming SEAL BEACH as obligee, and CALTRANS as additional obligee, and to carry liability insurance in accordance with CALTRANS specifications. 68. SEAL BEACH will prepare a Quality Management Plan (QMP) for WBS activity 5.270.35.20 (Source Inspection), and will submit it to CALTRANS for review and approval. After SEAL BEACH submits the proper permit application and CALTRANS approves the QMP, CALTRANS will issue the encroachment permit(s) for the construction contract. 69. As IMPLEMENTING AGENCY for CONSTRUCTION, SEAL BEACH is responsible for maintenance within PROJECT limits as part of the construction contract. 70. PARTNERS confirm that maintenance will be handled through an existing maintenance agreement. COST Cost: General 71. The cost of any awards,judgments, or settlements generated by OBLIGATIONS is an OBLIGATIONS COST. 72. CALTRANS, independent of PROJECT, will pay all costs for HM MANAGEMENT ACTIVITIES related to HM-1 found within the existing SHS right of way. 73. SEAL BEACH, independent of PROJECT, will pay or cause to be paid, all costs for HM MANAGEMENT ACTIVITIES related to HM-1 found within PROJECT limits and outside of the existing SHS right of way. 74. HM MANAGEMENT ACTIVITIES costs related to HM-2 are CONSTRUCTION SUPPORT and CONSTRUCTION CAPITAL costs. 75. The cost to comply with and implement the commitments set forth in the environmental documentation is an OBLIGATIONS COST. 76. The cost to ensure that PROJECT remains in environmental compliance is an OBLIGATIONS COST. PACT Version 10.1.2011_02_17 10 of 28 • • 77. The cost of any legal challenges to the CEQA environmental process or documentation is an OBLIGATIONS COST. 78. Independent of OBLIGATIONS COST, CALTRANS will fund the cost of its own IQA for WORK done within existing or proposed future SHS right of way. 79. Independent of OBLIGATIONS COST, LOCAL AGENCIES will fund the cost of their own IQA for WORK done outside existing or proposed future SHS right of way. 80. CALTRANS will provide encroachment permits to PARTNERS, their contractors, consultants and agents, at no cost. 81. Fines, interest, or penalties levied against a PARTNER will be paid, independent of OBLIGATIONS cost,by the PARTNER whose actions or lack of action caused the levy. That PARTNER will indemnify and defend each other PARTNER. 82. Travel, per diem, and third-party contract reimbursements are an OBLIGATIONS COST only after those hired by PARTNERS to participate in OBLIGATIONS incur and pay those costs. Payments for travel and per diem will not exceed the rates paid rank and file state employees under current California Department of Personnel Administration (DPA) rules current at the effective date of this agreement. 83. The cost of any engineering support performed by CALTRANS includes all direct and applicable indirect costs. CALTRANS calculates indirect costs based solely on the type of funds used to pay support costs. State and federal funds are subject the current Program Functional Rate. Local funds are subject to the current Program Functional Rate and the current Administration Rate. Caltrans periodically adjusts the Program Functional Rate and the Administration Rate. 84. If CALTRANS reimburses SEAL BEACH for any costs later determined to be unallowable, SEAL BEACH will reimburse those funds. 85. The cost to place PROJECT right of way in a safe and operable condition and meet all environmental commitments is an OBLIGATIONS cost. 86. Because IMPLEMENTING AGENCY is responsible for managing the scope, cost, and schedule of a project component, if there are insufficient funds available in this agreement to place the right of way in a safe and operable condition, the appropriate IMPLEMENTING AGENCY accepts responsibility to fund these activities until such time as PARTNERS amend this agreement. That IMPLEMENTING AGENCY may request reimbursement for these costs during the amendment process. PACT Version 10.1.2011_02_17 11 of 28 • • • 87. If there are insufficient funds in this agreement to implement applicable commitments and conditions included in the PROJECT environmental documentation, permits, agreements, and/or approvals that are in effect at a time that WORK stops, each PARTNER implementing commitments or conditions accepts responsibility to fund these activities, as they apply to each PARTNER's responsibilities, until such time are PARTNERS amend this agreement. Each PARTNER may request reimbursement for these costs during the amendment process. 88. PARTNERS will pay invoices within 30 calendar days of receipt of invoice. Cost: Environmental Permits, Approvals and Agreements 89. The cost of coordinating, obtaining, complying with, implementing, and if necessary renewing and amending resource agency permits, agreements, and/or approvals is an OBLIGATIONS COST. Cost: Project Approval and Environmental Document (PA&ED) 90. The cost to prepare, publicize, and circulate all CEQA-related public notices is an OBLIGATIONS COST. 91. The cost to plan, schedule, prepare, materials for, and host all CEQA-related public hearings is an OBLIGATIONS COST. Cost: Plans, Specifications, and Estimate (PS&E) 92. SEAL BEACH will determine the cost to positively identify and locate, protect, relocate, or remove any utility facilities whether inside or outside SHS right of way in accordance with federal and California laws and regulations, and CALTRANS' policies, procedures, standards, practices, and applicable agreements including, but not limited to, Freeway Master Contracts. Cost: CONSTRUCTION Support 93. The cost to maintain the SHS within PROJECT limits is an OBLIGATIONS COST until OBLIGATION COMPLETION, after which, the cost of maintenance will be handled through an existing maintenance agreement. Cost: CONSTRUCTION Capital 94. PARTNERS will exchange funds for a fixed cost to be invoiced as a lump sum (single payment). PACT Version 10.1.2011_02_17 12 of 28 SEAL BEACH will invoice CALTRANS for a lump sum (single payment) of$250,000 upon execution of this agreement. SCHEDULE 95. PARTNERS will manage the schedule for OBLIGATIONS through the work plan included in the PROJECT MANAGEMENT PLAN. GENERAL CONDITIONS 96. PARTNERS understand that this agreement is in accordance with and governed by the Constitution and laws of the State of California. This agreement will be enforceable in the State of California. Any PARTNER initiating legal action arising from this agreement will file and maintain that legal action in the Superior Court of the county in which the CALTRANS district office that is signatory to this agreement resides, or in the Superior Court of the county in which PROJECT is physically located. 97. All OBLIGATIONS of CALTRANS under the terms of this agreement are subject to the appropriation of resources by the Legislature, the State Budget Act authority, and the allocation of funds by the California Transportation Commission. 98. Any PARTNER performing IQA does so for its own benefit. No one can assign liability to that PARTNER due to its IQA activities. 99. Neither SEAL BEACH nor LONG BEACH nor any officer or employee thereof are responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by CALTRANS and or its agents, under or in connection with any work, authority, or jurisdiction conferred upon CALTRANS under this agreement. It is understood and agreed that CALTRANS will fully defend, indemnify, and save harmless SEAL BEACH and LONG BEACH and all of their officers and employees from all claims, suits,or actions of every name, kind, and description brought forth under,but not limited to, tortious, contractual, inverse condemnation, or other theories or assertions of liability occurring by reason of anything done or omitted to be done by CALTRANS and/or its agents under this agreement. 100. Neither CALTRANS nor LONG BEACH nor any officer or employee thereof is responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by SEAL BEACH and/or its agents under or in connection with any work, authority, or jurisdiction conferred upon SEAL BEACH under this agreement. It is understood and agreed that SEAL BEACH will fully defend, indemnify, and save harmless CALTRANS and LONG BEACH and all of its officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under,but not limited to, tortious, contractual, inverse condemnation, or other theories or assertions of PACT Version 10.1.2011_02_17 13 of 28 liability occurring by reason of anything done or omitted to be done by SEAL BEACH and/or its agents under this agreement. 101. Neither CALTRANS nor SEAL BEACH nor any officer or employee thereof is responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by LONG BEACH and/or its agents under or in connection with any work, authority, or jurisdiction conferred upon LONG BEACH under this agreement. It is understood and agreed that LONG BEACH will fully defend, indemnify, and save harmless CALTRANS and SEAL BEACH and all of its officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, but not limited to, tortious, contractual, inverse condemnation, or other theories or assertions of liability occurring by reason of anything done or omitted to be done by LONG BEACH and/or its agents under this agreement. 102. PARTNERS do not intend this agreement to create a third party beneficiary or define duties, obligations, or rights in parties not signatory to this agreement. PARTNERS do not intend this agreement to affect their legal liability by imposing any standard of care for fulfilling OBLIGATIONS different from the standards imposed by law. 103. PARTNERS will not assign or attempt to assign OBLIGATIONS to parties not signatory to this agreement. 104. PARTNERS will not interpret any ambiguity contained in this agreement against each other. PARTNERS waive the provisions of California Civil Code section 1654. 105. A waiver of a PARTNER's performance under this agreement will not constitute a continuous waiver of any other provision. An amendment made to any article or section of this agreement does not constitute an amendment to or negate all other articles or sections of this agreement. 106. A delay or omission to exercise a right or power due to a default does not negate the use of that right or power in the future when deemed necessary. 107. If any PARTNER defaults in its OBLIGATIONS, a non-defaulting PARTNER will request in writing that the default be remedied within 30 calendar days. If the defaulting PARTNER fails to do so, the non-defaulting PARTNER may initiate dispute resolution. 108. PARTNERS will first attempt to resolve agreement disputes at the PROJECT team level. If they cannot resolve the dispute themselves, the CALTRANS district director and the executive officer of SEAL BEACH and LONG BEACH will attempt to negotiate a resolution. If PARTNERS do not reach a resolution, PARTNERS' legal counsel will initiate mediation. PARTNERS agree to participate in mediation in good faith and will share equally in its costs. PACT Version 10.1.2011_02_17 14 of 28 • • Neither the dispute nor the mediation process relieves PARTNERS from full and timely performance of OBLIGATIONS in accordance with the terms of this agreement. However, if any PARTNER stops fulfilling OBLIGATIONS, any other PARTNER may seek equitable relief to ensure that OBLIGATIONS continue. Except for equitable relief, no PARTNER may file a civil complaint until after mediation, or 45 calendar days after filing the written mediation request, whichever occurs first. PARTNERS will file any civil complaints in the Superior Court of the county in which the CALTRANS district office signatory to this agreement resides. The prevailing PARTNER will be entitled to an award of all costs, fees, and expenses, including reasonable attorney fees as a result of litigating a dispute under this agreement or to enforce the provisions of this article including equitable relief. 109. PARTNERS maintain the ability to pursue alternative or additional dispute remedies if a previously selected remedy does not achieve resolution. 110. If any provisions in this agreement are deemed to be, or are in fact, illegal, inoperative, or unenforceable, those provisions do not render any or all other agreement provisions invalid, inoperative, or unenforceable, and PARTNERS will automatically sever those provisions from this agreement. 111. PARTNERS intend this agreement to be their final expression and supersede any oral understanding or writings pertaining to OBLIGATIONS. 112. If during performance of WORK additional activities or environmental documentation is necessary to keep PROJECT in environmental compliance, PARTNERS will amend this agreement to include completion of those additional tasks. 113. PARTNERS will execute a formal written amendment if there are any changes to OBLIGATIONS. 114. This agreement will terminate upon OBLIGATION COMPLETION or an amendment to terminate this agreement, whichever occurs first. However, all indemnification, document retention, audit, claims, environmental commitment, legal challenge, and ownership articles will remain in effect until terminated or modified in writing by mutual agreement. 115. The following documents are attached to, and made an express part of this agreement: SCOPE SUMMARY, FUNDING SUMMARY. PACT Version 10.1.2011_02_17 15 of 28 • • DEFINITIONS CALTRANS—The California Department of Transportation CALTRANS STANDARDS — CALTRANS policies and procedures, including, but not limited to, the guidance provided in the Guide to Capital Project Delivery Workplan Standards (previously known as WBS Guide) available at http://www.dot.ca.gov/hq/projmgmt/guidance.htm. CEQA (California Environmental Quality Act) —The act (California Public Resources Code, sections 21000 et seq.) that requires state and local agencies to identify the significant environmental impacts of their actions and to avoid or mitigate those significant impacts, if feasible. CFR (Code of Federal Regulations)—The general and permanent rules published in the Federal Register by the executive departments and agencies of the federal government. CONSTRUCTION CAPITAL — See PROJECT COMPONENT. CONSTRUCTION SUPPORT— See PROJECT COMPONENT. COOPERATIVE AGREEMENT CLOSURE STATEMENT—A document signed by PARTNERS that verifies the completion of all OBLIGATIONS included in this agreement and in all amendments to this agreement. COST—The responsibility for cost responsibilities in this agreement can take one of three assignments: • OBLIGATIONS COST—A cost associated with fulfilling OBLIGATIONS that will be funded as part of this agreement. The responsibility is defined by the funding commitments in this agreement. • PROJECT COST —A cost associated with PROJECT that can be funded outside of OBLIGATIONS. A PROJECT COST may not necessarily be part of this agreement. This responsibility is defined by the PARTNERS' funding commitments at the time the cost is incurred. • PARTNER cost—A cost that is the responsibility of a specific PARTNER, independent of PROJECT. FHWA—Federal Highway Administration FHWA STANDARDS —FHWA regulations, policies and procedures, including, but not limited to, the guidance provided at www.fhwa.dot.gov/topics.htm. FUNDING PARTNER—A PARTNER that commits a defined dollar amount to fulfill OBLIGATIONS. Each FUNDING PARTNER accepts responsibility to provide the funds identified on the FUNDING SUMMARY under its name. PACT Version 10.1.2011_02_17 16 of 28 • • FUNDING SUMMARY—The table that designates an agreement's funding sources, types of funds, and the PROJECT COMPONENT in which the funds are to be spent. Funds listed on the FUNDING SUMMARY are "not-to-exceed" amounts for each FUNDING PARTNER. GAAP (Generally Accepted Accounting Principles) —Uniform minimum standards and guidelines for financial accounting and reporting issued by the Federal Accounting Standards Advisory Board that serve to achieve some level of standardization. See http://www.fasab.gov/accepted.html. HM-1 —Hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law whether it is disturbed by PROJECT or not. HM-2—Hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law only if disturbed by PROJECT. HM MANAGEMENT ACTIVITIES —Management activities related to either HM-1 or HM-2 including, without limitation, any necessary manifest requirements and disposal facility designations. IMPLEMENTING AGENCY—The PARTNER responsible for managing the scope, cost, and schedule of a PROJECT COMPONENT to ensure the completion of that component. IQA (Independent Quality Assurance) —Ensuring that IMPLEMENTING AGENCY's quality assurance activities result in WORK being developed in accordance with the applicable standards and within an established Quality Management Plan (QMP). IQA does not include any work necessary to actually develop or deliver WORK or any validation by verifying or rechecking work performed by another partner. LOCAL AGENCIES - The term that collectively references all of non-CALTRANS signatory agencies to this agreement. OBLIGATION COMPLETION—PARTNERS have fulfilled all OBLIGATIONS included in this agreement, and all amendments to this agreement, and have signed a COOPERATIVE AGREEMENT CLOSURE STATEMENT. OBLIGATIONS —All responsibilities included in this agreement. OBLIGATIONS COST— See COST. OMB (Office of Management and Budget)—The federal office that oversees preparation of the federal budget and supervises its administration in Executive Branch agencies. PA&ED (Project Approval and Environmental Document) — See PROJECT COMPONENT. PARTNER—Any individual signatory party to this agreement. PACT Version 10.1.2011 02 17 17 of 28 • • PARTNERS —The term that collectively references all of the signatory agencies to this agreement. This term only describes the relationship between these agencies to work together to achieve a mutually beneficial goal. It is not used in the traditional legal sense in which one PARTNER's individual actions legally bind the other partners. PROJECT—The undertaking to Modify lane striping and configuration at the intersection of westbound SR-22 and Studebaker Road off-ramp in Orange County. PROJECT COMPONENT—A distinct portion of the planning and project development process of a capital project as outlined in California Government Code, section 14529(b). • PID (Project Initiation Document) —The activities required to deliver the project initiation document for PROJECT. • PA&ED (Project Approval and Environmental Document)—The activities required to deliver the project approval and environmental documentation for PROJECT. • PS&E (Plans, Specifications, and Estimate)—The activities required to deliver the plans, specifications, and estimate for PROJECT. • R/W (Right of Way) SUPPORT—The activities required to obtain all property interests for PROJECT. • R/W (Right of Way) CAPITAL—The funds for acquisition of property rights for PROJECT. • CONSTRUCTION SUPPORT —The activities required for the administration, acceptance, and final documentation of the construction contract for PROJECT. • CONSTRUCTION CAPITAL—The funds for the construction contract. PROJECT COST— See COST. PROJECT MANAGEMENT PLAN—A group of documents used to guide a project's execution and control throughout that project's lifecycle. PS&E (Plans, Specifications, and Estimate)—See PROJECT COMPONENT. QMP (Quality Management Plan) —An integral part of the Project Management Plan that describes IMPLEMENTING AGENCY's quality policy and how it will be used. RESIDENT ENGINEER—A civil engineer licensed in the State of California who is responsible for construction contract administration activities. Said engineer must be independent of the design engineering company and the construction contractor. R/W (Right of Way) SUPPORT — See PROJECT COMPONENT. SCOPE SUMMARY—The attachment in which each PARTNER designates its commitment to specific scope activities within each PROJECT COMPONENT as outlined by the Guide to Capital Project Delivery Workplan Standards (previously known as WBS Guide) available at http://www.dot.ca.gov/hq/projmgmtiguidance.htm. PACT Version 10.1.2011_02_17 18 of 28 • • SHS (State Highway System) —All highways, right of way, and related facilities acquired, laid out, constructed, improved, or maintained as a state highway pursuant to constitutional or legislative authorization. SPONSOR—Any PARTNER that accepts the responsibility to establish scope of PROJECT and the obligation to secure financial resources to fund PROJECT. SPONSOR is responsible for adjusting the PROJECT scope to match committed funds or securing additional funds to fully fund the PROJECT scope. If a PROJECT has more than one SPONSOR, funding adjustments will be made by percentage (as outlined in Responsibilities). Scope adjustments must be developed through the project development process and must be approved by CALTRANS as the owner/operator of the SHS. SFM (State Furnished Material) —Any materials or equipment supplied by CALTRANS. WORK—All scope activities included in this agreement. PACT Version 10.1.2011 02 17 19 of 28 CONTACT INFORMATION The information provided below indicates the primary contact data for each PARTNER to this agreement. PARTNERS will notify each other in writing of any personnel or location changes. Contact information changes do not require an amendment to this agreement. The primary agreement contact person for CALTRANS is: Eric Wang, Project Manager 100 South Main Street Los Angeles, California 90012 Office Phone: (213) 897-8816 Email: eric_wang @dot.ca.gov The primary agreement contact person for SEAL BEACH is: Michael Ho, City Engineer 211 8th Street Seal Beach, California 90740 Office Phone: (562) 431-2527 Fax Number: (562) 430-8763 Email: mho @sealbeachca.gov The primary agreement contact person for LONG BEACH is: Mark Christoffels, City Engineer 333 West Ocean Blvd Long Beach, California 90802 Office Phone: (562) 570-6771 Fax Number: (562) 570-6012 Email: mark.christoffels @longbeach.gov PACT Version 10.1.201102_17 20 of 28 • Diss Agreement 07-4920 SIGNATURES PARTNERS declare that: 1. Each PARTNER is an authorized legal entity under California state law. 2. Each PARTNER has the authority to enter into this agreement. 3. The people signing this agreement have the authority to do so on behalf of their public agencies. STATE OF CALIFORNIA CITY OF SEAL BEACH DEPARTMENT OF TRANSPORTATION APPROVED APPROVED }� \ Bylm�/?� By: , I 7R 0�9Qr ichael Miles 4N4 .� .s31AcflyiAt Jill R. Ingram District Director SR- City Manager Date: /// Date: 1p/d,, I CERTIFIED AS TO FUNDS: By: �l CIA k�� / Li da evme i City Clerk By: L. - - _ C - / District Budget Manager Date: (,L//7 / // Date: 7/ 1S/2-u// APPROVED AS TO FORM AND PROCEDURE Quinn Barrow City Attorney Date: &A 7/// PACT Version 10.20110217 21 of 28 • Dist•Agreement 07-4920 CITY OF LONG BEACH APPROVED Assistant City Manager _. By: • , EXECUTED PURSUANT Pat Wes TO SECTION 301 OF THE CITY CHARTER. City M ager Date: 7•zq it ;y Larry Herrera y Clerk Date: APPROVED A` TO F' •M AND PROCEDURE By: _ Robert Sh. non City Att. ey Date. APPROVED AS TO FORM [lc , 20 ( t ROBERT E. SHANNO�ty Attorney •By r LINDA TRAN : DEPUTY CITY 'ATP NEY PACT Version 10.20110217 22 of 28 • • 07-LA-22-1.2 EA: 2P630 District Agreement 07-4920 SCOPE SUMMARY C UJ) L t O z N O co u) CO r CO 'U l—re Cu Z O J To a cn a) Q a) O o C) U) J 2 160 Perform Preliminary Engineering Studies and Draft Project Report X X 05 Updated Project information X 10 Engineering Studies X 15 Draft Project Report X 20 Engineering and Land Net Surveys X 30 Environmental Study Request(ESR) X 40 NEPA Delegation X 45 Base Maps and Plan Sheets for Project Report and Environmental X Studies 2 165 Perform Environmental Studies and Prepare Draft Environmental X Document 05 Environmental Scoping of Alternatives Identified for Studies in X Project Initiation Document 10 General Environmental Studies X 15 Biological Studies X 20 Cultural Resource Studies X 05 Archaeological Survey X 05 Area of Potential Effects/Study Area Maps X 10 Native American Consultation X 15 Records and Literature Search X 20 Field Survey X 25 Archaeological Survey Report X 99 Other Archaeological Survey Products X 10 Extended Phase I Archaeological Studies X 05 Native American Consultation X 10 Extended Phase I Proposal X 15 Extended Phase I Field Investigation X 20 Extended Phase I Materials Analysis X 25 Extended Phase I Report X 99 Other Phase I Archaeological Study Products X 15 Phase II Archaeological Studies X 05 Native American Consultation X 10 Phase II Proposal X 15 Phase II Field Investigation X 20 Phase II Materials Analysis X 25 Phase II Report X 99 Other Phase II Archaeological Study Products X PACT Version 9.1 3.31.08 23 of 28 • Dist•Agreement 07-4920 20 Historical and Architectural Resource Studies X Preliminary Area of Potential Effects/Study Area Maps for 05 X Architecture 10 Historic Resources Evaluation Report-Archaeology X 15 Historic Resource Evaluation Report-Architecture(HRER) X 20 Bridge Evaluation X 99 Other Historical and Architectural Resource Study Products X 25 Cultural Resource Compliance Consultation Documents X 05 Final Area of Potential Effects/Study Area Maps X 10 PRC 5024.5 Consultation X 15 Historic Property Survey Report/Historic Resources Compliance X Report 20 Finding of Effect X 25 Archaeological Data Recovery Plan/Treatment Plan X 30 Memorandum of Agreement X 99 Other Cultural Resources Compliance Consultation Products X 25 Draft Environmental Document or Categorical Exemption/Exclusion X 10 Section 4(F)Evaluation X 20 Environmental Quality Control and Other Reviews X 25 Approval to Circulate Resolution X 30 Environmental Coordination X 99 Other Draft Environmental Document Products X 30 NEPA Delegation X 2 170 Permits,Agreements, and Route Adoptions during PA&ED X component 05 Required permits X 15 Railroad Agreements X 20 Freeway Agreements X 25 Agreement for Material Sites X 30 Executed Maintenance Agreement X 40 Route Adoptions X 45 MOU From Tribal Employment Rights Office (TERO) X 55 NEPA Delegation X 2 175 Circulate Draft Environmental Document and Select Preferred X X Project Alternative Identification 05 DED Circulation X 10 Public Hearing X 15 Public Comment Responses and Correspondence X 20 Project Preferred Alternative X 25 NEPA Delegation X 2 180 Prepare and Approve Project Report and Final Environmental X X Document 05 Final Project Report X 10 Final Environmental Document X X 05 Approved Final Environmental Document X 05 Draft Final Environmental Document Review X 10 Revised Draft Final Environmental Document X 15 Section 4(F)Evaluation X PACT Version 10.20110217 24 of 28 • Dist•Agreement 07-4920 20 Findings X 25 Statement of Overriding Considerations X 30 CEQA Certification X 40 Section 106 Consultation and MOA X 45 Section 7 Consultation X 50 Final Section 4(F)Statement X 55 Floodplain Only Practicable Alternative Finding X 60 Wetlands Only Practicable Alternative Finding X 65 Section 404 Compliance X 70 Mitigation Measures X Public Distribution of Final Environmental Document and Respond 10 X To Comments 15 Final Right of Way Relocation Impact Document X 99 Other Final Environmental Document Products X 15 Completed Environmental Document X 05 Record of Decision(NEPA) X 10 Notice of Determination (CEQA) X 20 Environmental Commitments Record X 99 Other Completed Environmental Document Products X 20 NEPA Delegation X 3 185 Prepare Base Maps and Plan Sheets for PS&E Development X 4 195 Right of Way Property Management and Excess Land X 40 Property Management X 45 Excess Land X 4 200 Utility Relocation X 15 Approved Utility Relocation Plan X 20 Utility Relocation Package X 25 Utility Relocation Management X 30 Utility Close Out X 99 Other Utility Relocation Products X 3 205 Permits,Agreements during PS&E Component X 05 Required permits X 15 Railroad Agreements X 25 Agreement for Material Sites X 30 Executed Maintenance Agreement X 45 MOU From Tribal Employment Rights Office(TERO) X 55 NEPA Delegation X 4 220 RIGHT OF WAY ENGINEERING X 05 Existing Land Net X 10 Land Net Map X 15 Right of Way Maps X 20 Acquisition Documents X 25 Documents to Convey Property Rights X 35 Field Located Right of Way X 4 225 Obtain Right of Way Interests for Project Right of Way Certification X 50 Parcel and Project Documentation X PACT Version 10.20110217 25 of 28 • • Dist•Agreement 07-4920 60 Right of Way Appraisals X 65 Right of Way Acquisition X 70 Right of Way Relocation Assistance X 75 Right of Way Clearance X 80 Right of Way Condemnation X 3 230 Prepare Draft Plans,Specifications, and Estimates X 05 Draft Roadway Plans X 10 Draft Highway Planting Plans X 15 Draft Traffic Plans X 20 Transportation Management Plan X 25 Draft Utility Plans X 05 New Facility Plans X 10 Utility Relocation Plans X 99 Other Draft Utility Plan Products X 30 Draft Drainage Plans X 35 Draft Specifications X 40 Draft Plans, Specifications, and Estimates Quantities and Estimates X 55 Structures Draft Plans, Specifications, and Estimates Incorporation X 60 Updated Project Information for Plans, Specifications,and Estimates X Package 90 NEPA Delegation X 99 Other Draft Plans,Specifications,and Estimates Products X 3 235 Mitigate Environmental Impacts and Clean Up Hazardous Waste X 05 Environmental Mitigation X 10 Detailed Site Investigation for Hazardous Waste X 15 Hazardous Waste Management Plan X 20 Hazardous Waste Plans, Specifications, and Estimates X 25 Hazardous Waste Clean-Up X 30 Hazardous Substances Disclosure Document(HSDD) X 35 Long Term Mitigation Monitoring X 40 Updated Environmental Commitments Record X 45 NEPA Delegation X 3 240 Draft Structures Plans, Specifications, and Estimates X 4 245 Post Right of Way Certification Work X 50 Parcel and Project Documentation X 60 Right of Way Appraisals X 65 Right of Way Acquisition X 70 Right of Way Relocation Assistance X 75 Right of Way Clearance X 80 Right of Way Condemnation X 3 250 FINAL STRUCTURES PS&E PACKAGE X 3 255 Circulate, Review,and Prepare Final District Plans, Specifications, X _and Estimates Package 05 Circulated and Reviewed Draft District Plans, Specifications, and X Estimates Package 10 Updated Plans, Specifications, and Estimates Package X 15 Environmental Re-Evaluation X PACT Version 10.20110217 26 of 28 • Dist•Agreement 07-4920 20 Final District Plans, Specifications, and Estimates Package X 25 Geotechnical Information Handout X 30 Materials Information Handout X 35 Construction Staking Package and Control X 40 Resident Engineers Pending File X 45 NEPA Delegation X 50 Secured Lease for Resident Engineer Office Space or Trailer X 55 Contractor Outreach X 65 Right of Way Certification Document X 70 Right of Way Engineering Products X 75 Upgraded/Updated Right of Way Certification Document X 95 Right of Way Certification Activity X 3 260 Contract Bid Documents Ready to List X 3 265 Awarded and Approved Construction Contract X 5 270 Construction Engineering and General Contract Administration X 10 Construction Staking Package and Control X 15 Construction Stakes X 20 Construction Engineering Work X 25 Construction Contract Administration Work X 05 Secured Lease for Resident Engineer Office Space or Trailer X 10 Set Up Construction Project Files X 15 Pre-Construction Meeting X 20 Progress Pay Estimates X 25 Weekly Statement of Working Days X 30 Construction Project Files and General Field Office Clerical Work X 35 Labor Compliance Activities X 40 Approved Subcontractor Substitutions X 45 Coordination X 50 Civil Rights Contract Compliance X 99 Other Construction Contract Administration Products X 30 Contract Item Work Inspection X 35 Construction Material Sampling and Testing X 40 Safety and Maintenance Reviews X 45 Relief From Maintenance Process X 55 Final Inspection and Acceptance Recommendation X 60 Plant Establishment Administration X 65 Transportation Management Plan Implementation During X Construction 80 Long-Term Environmental Mitigation/Mitigation Monitoring During X Construction Contract 99 Other Construction Engineering and General Contract X Administration Construction Engineering and General Contract Administration of 5 275 X Structures Work 5 285 Contract Change Order Administration X 5 290 Resolve Contract Claims X 5 295 Accept Contract, Prepare Final Construction Estimate,and Final X Report PACT Version 10.20110217 27 of 28 c • Dist•Agreement 07-4920 4 300 FINAL RIGHT OF WAY ENGINEERING X 35 Right of Way Record Map X FUNDING SUMMARY r 0 a) 0 0) a W C u C CD d W z on O U 0 U U- ~. - a O. 0 CO re 0 STATE CALTRANS MINOR B $0 $0 $0 $250,000 $0 SEAL: LOCAL ' a ,Measure $0 $130 000 i $0 $400,000 $50,000 BEACH:' . !'r..:. ,; ,rq'o LOCAL LONG - City $100,000 $0 $0 $0 $0 BEACH Subtotals by Component $100,000 $130,000 $650,000 $50,000 m cd cd c - o @m )` ` V C la a 0 O. 0 « F- 7 O 7 7 I- 7 > 7 .3 7 U U- 0 u. d u. y fq co m m LL STATE CALTRANS MINOR B .. -.$0 '$250,000 .$250,000 SEAL` , LOCAL Measure : $180,000. $400,000 =$580,000' BEACH , LOCAL LONG City $100 000 $0' :$100,000 . >BEACH f; -. s t Subtotals by Component $280,000 $650,000 $930,000 PACT Version 10.20110217 28 of 28