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HomeMy WebLinkAboutAGMT - OCTA (Agreement C-6-1126 I-405 Improvement Project and Amendment No 1, 2, 3, 4, and 5) Distributed 6/26/2024 Accounting ❑ CAMM FPA ❑ PM D Mak, J Mills, D Bui, S Grish Vendor CAMM M Bornman 1 AMENDMENT NO. 5 TO 2 AGREEMENT NO. C-6-1126 3 BETWEEN 4 ORANGE COUNTY TRANSPORTATION AUTHORITY 5 AND 6 CITY OF SEAL BEACH 7 FOR 8 1-405 IMPROVEMENT PROJECT 9 THIS AMENDMENT NO. 5, is effective this 25tlt day of June ,2024 ("Effective Date"), 10 by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, 11 Orange, California, a public corporation of the State of California (hereinafter referred to as 12 "AUTHORITY"), and the City of Seal Beach, 211 Eighth Street, Seal Beach, California, 90740 a 13 municipal corporation duly organized and existing under the constitution and laws of the State of 14 California (hereinafter referred to as "CITY"), each individually known as "Party", and collectively known 15 as "Parties'. 16 WITNESSETH: 17 WHEREAS, by Agreement No C-6-1126 dated July 29, 2016, as last changed by 18 Amendment No. 4 dated July 5, 2023, AUTHORITY and CITY entered into a cooperative agreement, in 19 cooperation and partnership with the California Department of Transportation, herein referred to as 20 "CALTRANS", for the specific terms, conditions, and funding responsibilities between the AUTHORITY 21 and CITY for improvements defined as adding one general purpose lane from Euclid Street to Interstate 22 605 (1-605), plus adding an additional median lane which will be combined with the existing high- 23 occupancy vehicle lane and operated as dual express lanes in each direction of the Interstate 405 from 24 State Route 73 to 1-605, replacing and/or widening structures, and other additional geometric and 25 interchange improvements, including improvements to CITY-owned and operated streets, and traffic/ 26 / Page 1 of 3 1398236 I AMENDMENT NO. 5 TO AGREEMENT NO. C-6-1126 1 facilities hereafter referred to as CITY FACILITIES potentially impacted by this project, all of which are 2 hereafter referred to as"PROJECT"; and 3 WHEREAS, CITY and AUTHORITY agree to extend the term of the Agreement by six(6) months 4 through December 31, 2024 to allow for contract acceptance and closeout of the PROJECT; and 5 WHEREAS, the CITY's City Council approved this Amendment No. 5 on the 24th day of 6 June , 2024. 7 NOW, THEREFORE, it is mutually understood and agreed by the AUTHORITY and CITY that the 8 Agreement, is hereby amended in the following particulars only: 9 1. Amend ARTICLE 10.ADDITIONAL PROVISIONS, page 15 of 18, paragraph A, line 6, as 10 last changed by Amendment No. 3 dated April 25, 2023, to delete "June 30, 2024" as the expiration date 11 of the Agreement and, in lieu thereof, insert "December 31, 2024." 12 / 13 / 14 / 15 / 16 / 17 / 18 / 19 / 20 / 21 / 22 / 23 / 24 / 25 / 26 / Page 2 of 3 I;9824,I AMENDMENT NO. 5 TO AGREEMENT NO. C-6-1126 1 The balance of Agreement No. C-6-1126, as amended, remains unchanged. 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 to 3 Agreement No. C-6-1126 to be executed as of the date of the last signature below. 4 CITY OF SEAL BEACH ORANGE COUNTY TRANSPORTATION AUTHORITY 5 6 B By: Lydia Bilynsky(Jun 25,2024 14:39 PDT) ill R. Ingram Lydia Bilynsky 7 City Manager Department Manager, Capital Projects 8 9 ATTE : APPROVED AS TO FORM: /' /^ 10 jlaii'res Don ch 11 By: By: James Donich (Jun 25,2024 13:32 PDT) Gloria D. Harper James M. Donich 12 City Clerk General Counsel 13 14 APPROVAL RECOMMENDED 15 16 By: Iris Lee 17 Public Works Director 18 19 APPROVED AS TO FORM: 20 21 BY. Nicholas R. Ghirelli 22 City Attorney 23 24 ?5 26 Page 3 of 3 I398236I 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 22 23 24 25 26 HE Distributed 7/6/2023 CAMM ❑ FPA PM D Mak, D Bui, S Grish Vendor CAMM R Hashem AMENDMENT NO. 4 TO AGREEMENT NO. C-64126 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITY OF SEAL BEACH FOR 1.445 IMPROVEMENT PROJECT THIS AMENDMENT NO. 4, is effective this 5th day of July/ . 2023 ("Effective Date"), by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange, California, a public corporation of the State of California (hereinafter referred to as "AUTHORITY"), and the City of Seal Beach, 211 Eighth Street, Seal Beach, California, 90740 a municipal corporation duly organized and existing under the constitution and laws of the State of California (hereinafter referred to as "CITY"), each individually known as "Party', and collectively known as "Parties". WHEREAS, by Agreement No C-6-1125 dated July 29, 2016, as last changed by Amendment No. 3 dated April 25, 2023, AUTHORITY and CITY entered into a cooperative agreement, in cooperation and partnership with the California Department of Transportation, herein referred to as "CALTRANS", for the specific terms, conditions, and funding responsibilities between the AUTHORITY and CITY for improvemerits defined as daaifi one general purpose'lane from Euciid Street toTfersiate 605(1=605); plus adding an additional median lane which will be combined with the existing high -occupancy vehicle lane and operated as dual express lanes in each direction of the Interstate 405 from State Route 73 to 1-605, replacing and/or widening structures, and other additional geometric and interchange improvements, including improvements to CITY -owned and operated streets, and traffic facilities hereafter referred to as CITY FACILITIES potentially impacted by this project, all of which are hereafter Page 1 of 4 i AMENDMENT NO. 4 TO AGREEMENT NO. C-6-1126 1 referred to as "PROJECT"; and 2 WHEREAS, the Agreement assumed a certain level of CITY SERVICES, as related to 3 improvements to CITY FACILITIES and negotiated the dollar amount at that time; and 4 WHEREAS, AUTHORITY and CITY have agreed to amend this Agreement, in the amount of 5 Two Hundred Thousand Dollars ($200,000), to reimburse CITY for additional CITY SERVICES, as 6 related to improvements to CITY FACILITIES, identified in the Agreement as: 7 • Review and approval of plans, specifications, and other pertinent engineering plans, and 8 reports, and for oversight construction inspection services 9 • Review and acceptance of Transportation Management Plan (TMP) 10 • Traffic engineering and oversight detour inspections 11 • CITY police services, and; 12 WHEREAS, AUTHORITY and CITY agree that this Amendment No. 4 brings the total agreement 13 amount to Nine Hundred Forty Thousand Six Hundred Dollars ($940,600.00); and 14 WHEREAS, CITY agrees to manage the staff and consultants to provide CITY SERVICES within 15 the Maximum Obligation amount as amended herein; and 16 WHEREAS, the AUTHORITY's Board of Directors approved this Amendment No. 4 on the 17 12th day of June , 2023; and 18 WHEREAS, the CITY's Council approved this Amendment No. 4 on the 26th day of 19 June , 2023. 20 _ NOW, THEREFORE, it is mutually understood and agreed by the AUTHORITY and CITY that 22 Agreement No. C-6-1126 is hereby amended in the following particulars only: 23 1. Amend ARTICLE 3. RESPONSIBILITY OF AUTHORITY, as follows: 24 a) Page 5 of 18, paragraph EE: to delete in its entirety and, in lieu thereof, insert: 25 "EE. To reimburse CITY for combined costs identified as "CITY SERVICES", and in 26 accordance with the attached REVISED SCHEDULE A, "REIMBURSEMENT SCHEDULE FOR /:�> COMBINED CITY SERVICES, CITY OF SEAL BEACH." Page 2 of 4 Y 3 4 5 6 7 8 rI 11 12 13 14 AMENDMENT NO. 4 TO AGREEMENT NO. C-6-1126 b) Page 5 of 18, paragraph GG: to delete in its entirety and, in lieu thereof, insert: "GG. AUTHORITY's reimbursement for CITY SERVICES will not exceed the combined maximum amount shown on REVISED SCHEDULE A." 2. Amend ARTICLE 7. MAXIMUM OBLIGATION, page 13 of 18, to delete in its entirety and, in lieu thereof, insert: "Notwithstanding any provisions of this Agreement to the contrary, AUTHORITY and CITY mutually agree that AUTHORITY's maximum cumulative payment obligation hereunder shall be "Nine Hundred Forty Thousand Six Hundred Dollars ($940,600.00) unless agreed to and amended by both Parties. In the event it is determined that pavement mitigation is required, AUTHORITY's maximum cumulative obligation for pavement mitigation shall be addressed in a future amendment to this Agreement." 3. Amend Agreement's "SCHEDULE A, REIMBURSEMENT SCHEDULE FOR COMBINED CITY SERVICES, CITY OF SEAL BEACH, Amendment No. 3" to delete SCHEDULE A in its entirety and, in lieu thereof, insert the "REVISED SCHEDULE A, REIMBURSEMENT SCHEDULE FOR COMBINED CITY SERVICES, CITY OF SEAL BEACH, Amendment No. 4" attached to this Amendment. 15 I 16 ! 17 I 18 / 19 / 20 / 22 I 23 24 jw,25 Page 3 of 4 m 1 2 3 4 5 6' 7' 8 9 10 11 12 13 14 15 16 17 18 19 20 22 23 24 25 26 AMENDMENT NO. 4 TO AGREEMENT NO. C-6-1126 The balance of Agreement C-6-11.26 remains unchanged. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to Agreement No. C-6-1126 to be executed on the date of the last signature below. CITY OF SEAL BEACH ORANGE COUNTY TRANSPORTATION AUTHORITY Damtt i ,7ohilson By; By: Darrell E. Johnson (Jul 5,2023 16:41 PDT) Thomas Moore Darrell E. Johnson Mayor Chief Executive Officer ATTEST: City Clerk APPROVAL RECOMMENDED B' Iris Lee, P.E. Public Works Director APPROVED AS TO FORM: By._ �r Nicholas R. Ghirelli City Attorney Attachment: CC APPROVED AS TO FORM: )EA1 IPpAgj�, ,lamesDoniqflu15, 2023 07:51 CDT) * James M. Donich General Counsel APPROVAL RECOMMENDED: By: Jam Beil (Jul 5,2025-08:03 PDT) James G. Beil, P.E. Executive Director, Capital Programs Revised Schedule A— Maximum Reimbursement Schedule for Combined City Services, City of Seal Beach Page 4 of 4 ' �Occ CM 2U ZB LU e 22 DLLJ 2M w� �2 LLJ > � w a 0 O Q Il Q a) \� 22§ J � q 2 % O F c' ui �/ q _ D: w . \ CD k / a) C c 6- k @ % R ; £ E � 2 q O §C: @ CO / 0M LU > § CO ^ k HE CLE § § 3;� § ¢ k ® c W E� cu ca 0- 0 0 \ CLJ CL ca M, ° § c co . �7 E § $ 7 R ' 2 CO -2 � 2 ;_ ;_ 2 Q §c ( 2 \ 0 n, @ 0- a - f/ q n It m � 7§ W � 0 om @c /0 o0 /w �§ C/) ƒE : F- z k/ 0— L.0- R ƒ/ �2 a °E 0- /� _2 k CD %- 2 �E Ee £� \CD w e ? _ n£ ]� _ 2 22 L)/k k2 R a) 7 f « » . e 2ff ak f±2 £k 0 E 0 _$ E M � k \ E 2£ \:3� a) r_ E \ƒ§ )� ± a ? W CIS =0-I � k 2 § E � � a x, 7E/ E®o CD 0 \C)k 2O� �f) �»2 «� kE£ £ § % $ E = E o @ o /%§ //§ /</ 2 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. 4 TO AGREEMENT NO. C-6-1126 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITY OF SEAL BEACH FOR 1-405 IMPROVEMENT PROJECT THIS AMENDMENT NO. 4. is effective this L.6V� day of V,)UMC_ , 2023 ("Effective Date"), by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange, California, a public corporation of the State of California (hereinafter referred to as "AUTHORITY"), and the City of Seal Beach, 211 Eighth Street, Seal Beach, California, 90740 a municipal corporation duly organized and existing under the constitution and laws of the State of California (hereinafter referred to as "CITY"), each individually known as "Party", and collectively known as "Parties". WITNESSETH: WHEREAS, by Agreement No C-6-1126 dated July 29, 2016, as last changed by Amendment No. 3 dated April 25, 2023, AUTHORITY and CITY entered into a cooperative agreement, in cooperation and partnership with the California Department of Transportation, herein referred to as "CALTRANS", for the specific terms, conditions, and funding responsibilities between the AUTHORITY and CITY for improvements defined as adding one general purpose lane from Euclid Street to Interstate 605 (1-605), plus adding an additional median lane which will be combined with the existing high -occupancy vehicle lane and operated as dual express lanes in each direction of the Interstate 405 from State Route 73 to 1-605, replacing and/or widening structures, and other additional geometric and interchange improvements, including improvements to CITY -owned and operated streets, and traffic facilities hereafter referred to as CITY FACILITIES potentially impacted by this project, all of which are hereafter Page 1 of 4 PR 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 22 23 24 25 26 AMENDMENT NO. 4 TO AGREEMENT NO. C-6-1126 referred to as "PROJECT'; and WHEREAS, the Agreement assumed a certain level of CITY SERVICES, as related to improvements to CITY FACILITIES and negotiated the dollar amount at that time; and WHEREAS, AUTHORITY and CITY have agreed to amend this Agreement, in the amount of Two Hundred Thousand Dollars ($200,000), to reimburse CITY for additional CITY SERVICES, as related to improvements to CITY FACILITIES, identified in the Agreement as: • Review and approval of plans, specifications, and other pertinent engineering plans, and reports, and for oversight construction inspection services • Review and acceptance of Transportation Management Plan (TMP) • Traffic engineering and oversight detour inspections • CITY police services, and; WHEREAS, AUTHORITY and CITY agree that this Amendment No. 4 brings the total agreement amount to Nine Hundred Forty Thousand Six Hundred Dollars ($940,600.00); and WHEREAS, CITY agrees to manage the staff and consultants to provide CITY SERVICES within the Maximum Obligation amount as amended herein; and A WHEREAS, the AUTHORITY's Board of Directors approved this Amendment No. 4 on the 12th day of June , 2023; and WHEREAS, the CITY's Council approved this Amendment No. 4 on the day of 2023. NOW, THEREFORE, it is mutually understood and agreed by the AUTHORITY and CITY that Agreement No. C-6-1126 is hereby amended in the following particulars only: 1. Amend ARTICLE 3. RESPONSIBILITY OF AUTHORITY, as follows: a) Page 5 of 18, paragraph EE: to delete in its entirety and, in lieu thereof, insert: "EE. To reimburse CITY for combined costs identified as "CITY SERVICES", and in accordance with the attached REVISED SCHEDULE A, "REIMBURSEMENT SCHEDULE FOR COMBINED CITY SERVICES, CITY OF SEAL BEACH." Page 2 of 4 AMENDMENT NO. 4 TO AGREEMENT NO. C-6-1126 1 b) Page 5 of 18, paragraph GG: to delete in its entirety and, in lieu thereof, insert: 2 "GG. AUTHORITY's reimbursement for CITY SERVICES will not exceed the combined 3 maximum amount shown on REVISED SCHEDULE A." 4 2. Amend ARTICLE 7. MAXIMUM OBLIGATION, page 13 of 18, to delete in its entirety and, in lieu 5 thereof, insert: 6 "Notwithstanding any provisions of this Agreement to the contrary, AUTHORITY and CITY mutually 7 agree that AUTHORITY's maximum cumulative payment obligation hereunder shall be "Nine Hundred 8 Forty Thousand Six Hundred Dollars ($940,600.00) unless agreed to and amended by both Parties. In 9 the event it is determined that pavement mitigation is required, AUTHORITY's maximum cumulative 10 obligation for pavement mitigation shall be addressed in a future amendment to this Agreement." 11 3. Amend Agreement's "SCHEDULE A, REIMBURSEMENT SCHEDULE FOR COMBINED CITY 12 SERVICES, CITY OF SEAL BEACH, Amendment No. 3" to delete SCHEDULE A in its entirety and, in 13 lieu thereof, insert the "REVISED SCHEDULE A, REIMBURSEMENT SCHEDULE FOR COMBINED 14 CITY SERVICES, CITY OF SEAL BEACH, Amendment No. 4" attached to this Amendment. 15 / 16 / 17 / 18 / t 19 / 20 / 22 / 23 / 24 / L11125 / 26 / Page 3 of 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 22 23 24 25 26 WRA AMENDMENT NO. 4 TO AGREEMENT NO. C-6-1126 The balance of Agreement C-6-1126 remains unchanged. I IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to Agreement No. C-6-1126 to be executed on the date of the last signature below. CITY OF SEAL BEACH ORANGE COUNTY TRANSPORTATION AUTHORITY By: T omas oore Mayor ATTEST: P� nCHGJ o�ptED U By: Gloria D. Harp City Clerk OCTOBEA� APPROVAL RECOMMENDED B� Iris Lee, P.E. Public Works Director APPROVED AS TO FORM: By: Nicholas R. Ghirelli City Attorney Attachment: Darrell E. Johnson Chief Executive Officer APPROVED AS TO FORM: James M. Donich General Counsel APPROVAL RECOMMENDED: By: James G. Beil, P.E. Executive Director, Capital Programs Revised Schedule A— Maximum Reimbursement Schedule for Combined City Services, City of Seal Beach Page 4 of 4 0 c T O� z U 1.—O Z Mz in z� ww w Q/ V w �QN 1.1. W IL O U Q w m LU U) U. O H U aci •� � o Q C) o rn T—cYi O 0 C) (D LO p m o m 0 � C cn w U)L > LLI C w � U m L L U ED cU a) a) U Q CL L O N U Q � ,Q � C o0 O 0 Co M d �W c 1— 0 > U 2 "U 0 .-. a) P LL' a) U a) Q ca a) m cn Ca U E v Cn 0=3 a) a Q- a) o U 42 cmE .� a) (� o > ca p cn c 4- (B U U -O cc cn C U _ C L C6 �- O C a) �. C a) m a) CD > Q Qca U a) V > ) acn ry CL 0 - M co 11, a) .cu 4- s 0 O U) u1 C E U O a)j O �� m �. C O i-- z Q- �U O L L O Y CE 3 cu ca 0 -0 E a) O Ca O N CO E Q 0 U) = a) w ) .E U a) a) C O Cl) -C C C6 O co C O N N co Ua) 7 _r_ c a) n ca(a -r- -0E a) co C 0 0� cya) 3 o c N 0E0 0U) E = -0 E CU ca m 0) CU �0�>, a) a) EL E� aa)) ct�' W 2 =3 cn a) a) Q E a) + > C a) E�.E cu O a a) Q. = � co ca CU a)�� Q.> ca E m c m E�'X Cha) cn aa)) E� >,°O a) � w (� O 'O O O I— N U U) ., a) O Q �+ C O O a) "cts E O E U a) -0 a) a) N N _ w< Sm N 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 TO AGREEMENT NO. C-6-1126 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITY OF SEAL BEACH FOR 1-406 IMPROVEMENT PROJECT THIS AMENDMENT NO. 3, is effective this 25th day of April , 2023 ("Effective Date"), by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange, California, a public corporation of the State of California (hereinafter referred to as "AUTHORITY"), and the City of Seal Beach, 211 Eighth Street, Seal Beach, California, 90740 a charter city duly organized and existing under the constitution and laws of the State of California (hereinafter referred to as "CITY"), each individually known as "Party", and collectively known as "Parties". WITNESSETH: WHEREAS, by Agreement No C-6-1126 dated July 29, 2016, as last changed by Amendment No. 2 dated January 21, 2022, AUTHORITY and CITY entered into a cooperative agreement, in cooperation and partnership with the California Department of Transportation, herein referred to as "CALTRANS", for the specific terms, conditions, and funding responsibilities between the AUTHORITY and CITY for improvements defined as adding one general purpose lane from Euclid Street to Interstate 605 (1-605), plus adding an additional median lane which will be combined with the existing high - occupancy vehicle lane and operated as dual express lanes in each direction of the Interstate 405 from State Route 73 to 1-605, replacing and/or widening structures, and other additional geometric and interchange improvements, including improvements to CITY -owned and operated streets, and traffic facilities hereafter referred to as CITY FACILITIES potentially impacted by this project, all of which are hereafter referred to as "PROJECT; and Page 1 of 3 1398236.1 N { AMENDMENT NO. 3 TO AGREEMENT NO. C-6-1126 1 WHEREAS, CITY and AUTHORITY agree to extend the term of the Agreement by fourteen (14) 2 months to allow for contract acceptance and closeout of the PROJECT; and 3 WHEREAS, the CITY's City Council approved this Amendment No. 3 on the 24th day 4 of April 2023. 5 NOW, THEREFORE, it is mutually understood and agreed by the AUTHORITY and CITY that the 6 Agreement, is hereby amended in the following particulars only: 7 1. Amend ARTICLE 10. ADDITIONAL PROVISIONS, page 15 of 18, paragraph A, line 6, 8 to delete "April 30, 2023" as the expiration date of the Agreement and, in lieu thereof, insert "June 30, 9 2024." 10 J 11 12 I 13 I 14 15 16 J 17 I 18 J 19 I 20 J 21 J 22 23 I 24 I 25 J 26 J Page 2 of 3 1398236.1 I w 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 261 AMENDMENT NO. 3 TO AGREEMENT NO. C-6-1126 The balance of Agreement No. C-6-1126, as previously amended, remains unchanged. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to Agreement No. C-6-1126 to be executed as of the date of the last signature below. CITY OF SEAL BEACH ORANGE COUNTY TRANSPORTATION AUTHORITY By. Meena Katakia (Apr 25, 202314:48 PDT) ill R. IngramU Meena Katakia City Manager Manager, Capital Projects MW" City Clerk APPROVAL RECOMMENDED B Iris Lee, P.E. Public Works Director APPROVED AS TO FORM: By: Nicholas R. Ghirelli City Attorney 1398236.1 APPROVED AS TO FORM: Z -1'=2z Byiames Don' (Apr 25,,202314:38 PDT) James M. Donich General Counsel Page 3 of 3 2 3 4 5 6 7 8 9 10 14 15 16 17 18 19 20 21 22 23 24 25 26 AMENDMENT NO. 2 TO AGREEMENT NO. C-6-1126 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITY OF SEAL BEACH FOR 1-405 IMPROVEMENT PROJECT THIS AMENDMENT NO. 2, is effective this 13" day of December , 2021 ("Effective Date"), by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange, California, a public corporation of the State of California (hereinafter referred to as "AUTHORITY"), and the City of Seal Beach, 211 Eighth Street, Seal Beach, California, 90740 a municipal corporation duly organized and existing under the constitution and laws of the State of California (hereinafter referred to as "CITY'), each individually known as "Party", and collectively known as "Parties". WITNESSETH: WHEREAS, by Agreement No C-6-1126 dated July 29, 2016, as last changed by Amendment No. 1 dated June 11, 2019, AUTHORITY and CITY entered into a cooperative agreement, in cooperation and partnership with the California Department of Transportation, herein referred to as "CALTRANS", for the specific terms, conditions, and funding responsibilities between the AUTHORITY and CITY for improvements defined as adding one general purpose lane from Euclid Street to Interstate 605 (1-605), plus adding an additional median lane which will be combined with the existing high -occupancy vehicle lane and operated as dual express lanes in each direction of the Interstate 405 from State Route 73 to 1- 605, replacing and/or widening structures, and other additional geometric and interchange improvements. including improvements to CITY -owned and operated streets, and traffic facilities hereafter referred to as CITY FACILITIES potentially impacted by this project, all of which are hereafter Page 1 of 4 AMENDMENT NO. 2 TO AGREEMENT NO. C-6-1126 1 referred to as "PROJECT"; and 2 WHEREAS, the Agreement assumed a certain level of CITY SERVICES, as related to 3 improvements to CITY FACILITIES and negotiated the dollar amount at that time; and 4 WHEREAS, AUTHORITY and CITY have agreed to amend this Agreement, in the amountof Three 5 Hundred Seventy Thousand Dollars ($370:000), to reimburse CITY for additional CITY SERVICES, as 6 related to improvements to CITY FACILITIES, identified in the Agreement as: 7 Review and approval of plans, specifications, and other pertinent engineering plans, and 8 reports, and for oversight construction inspection services 9 Review and acceptance of Transportation Management Plan (TMP) 10 Traffic engineering and oversight detour inspections 11 CITY police services, and 12 WHEREAS, AUTHORITY and CITY agree that this Amendment No. 2 brings the total agreement 13 amount to Seven Hundred Forty Thousand Six Hundred Dollars ($740,600.00); and 14 WHEREAS, CITY agrees to manage the staff and consultants to provide CITY SERVICES within 15 the Maximum Obligation amount as amended herein; and 16 WHEREAS, the AUTHORITY's Board of Directors approved this Amendment No. 2 on October 17 11, 2021; and 18 WHEREAS, the CITY's Council approved this Amendment No. 2 on the 13th day of 19 December .2021 20 NOW, THEREFORE, it is mutually understood and agreed by the AUTHORITY and CITY that 21 Agreement No. C-6-1126 is hereby amended in the following particulars only: 22 1. Amend ARTICLE 3. RESPONSIBILITY OF AUTHORITY, as follows: 23 a) Page 5 of 18, paragraph EE: to delete in its entirety and, in lieu thereof, insert: 24 "EE. To reimburse CITY for combined costs identified as "CITY SERVICES", and in accordance with 25 the attached REVISED SCHEDULE A, "REIMBURSEMENT SCHEDULE FOR COMBINED CITY 26 SERVICES, CITY OF SEAL BEACH." Page 2 of 4 AMENDMENT NO. 2 TO AGREEMENT NO. C-6-1126 1 b) Page 5 of 18, paragraph GG: to delete in its entirety and, in lieu thereof, insert: 2 "GG. AUTHORITY's reimbursement for CITY SERVICES will not exceed the combined maximum 3 amount shown on REVISED SCHEDULE A." 4 2. Amend ARTICLE 7. MAXIMUM OBLIGATION, page 13 of 18, to delete in its entirety and, in lieu 5 thereof, insert: 6 "Notwithstanding any provisions of this Agreement to the contrary, AUTHORITY and CITY mutually 7 agree that AUTHORITY's maximum cumulative payment obligation hereunder shall be "Seven Hundred 8 Forty Thousand Six Hundred Dollars ($740,600.00) unless agreed to and amended by both Parties. In the 9 event it is determined that pavement mitigation is required, AUTHORITY's maximum cumulative obligation 10 for pavement mitigation shall be addressed in a future amendment to this Agreement." 11 3. Amend Agreement's "SCHEDULE A, REIMBURSEMENT SCHEDULE FOR COMBINED CITY 12 SERVICES, CITY OF SEAL BEACH, Amendment No. 1" delete SCHEDULE A in its entirety and, in lieu 13 thereof, insert the "REVISED SCHEDULE A, REIMBURSEMENT SCHEDULE FOR COMBINED CITY 14 SERVICES, CITY OF SEAL BEACH, Amendment No. 2" attached to this Amendment. 15 / 16 / 17 / 18 / 19 / 20 / 21 / 22 / 23 / 24 / 25 / 26 / Page 3 of 4 1 2 3 ..111111111111 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-6-1126 The balance of Agreement C-6-1126 remains unchanged. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to Agreement No. C-6-1126 to be executed on the date of the last signature below. CITY OF SEACH BEACH ORANGE COUNTY TRANSPORTATION AUTHORITY * X By: By: oe Kalmick Darrell E. Johnson Mayor Chief Executive Officer ATTEST �� � PPROVED AS TO FORM: By: Gloria arpef 1 , LE -James M. Donich Cit Cl"O O L� ''A General Counsel APPROVAL RECOMMENDED BY.— SgTemslner, P.E. ublic Works Director APPROVED AS TO F RM: By:"% Craig A. Steele City Attorney Attachment: APPROVAL RECOMMENDED: James G. Beil, P.E. Executive Director, Capital Programs Revised Schedule A – Maximum Reimbursement Schedule for Combined City Services, City of Seal Beach Page 4 of 4 OCD F- _ C%4� O� 2U Z2 LLIZ �w 22 W LU W « � « LU > Q � LU CL O O U El a W. Z U « W � � « W U) LL O F- 5 § §2§ @ � C(0 LO q_ DO 2 r- 2 0 z cu 0 W C: W C � � Ok § .( 2 c ¢ 7 C) 2tL } a— c @ ' 4 CD 0 _0 A-) O U) (D § .0 a. L) E 2 0 & § � S � cn k @ E § g § § @ 0 2 m cL E S_ 0 a _0 m Q E = 0 g 02CL @ .� o§ @ k Q. $ 2 7 @ 2 ® 2 0 § >0a m > o CL CL �/ N q /b 7° ®ao oU �E LU U) 0x f_ t0 2o w m .§ J 2 £ D \ q 2 E r o m § �k 2© 00 E §� � � E U) oy 2> 2 C j o '� o W-£ M w -0 \ m Q .§ Q @ @ E -0 » @ a) @ @ c c § \ � k CU � £ - '- @ 0 / @ r :3 ¢ 2 00co �- / cn m M In J/2 §-0 cu�m • E § cu cu C. a2§ E�£ (D E� k E U o« o 2 k W § c % ƒ 2 k � M o § « Et .> )x ƒ 0-7 2 � k -0 U) Q- E0 ��u cn cRo ©§� § 3 0 �cn ) &� « q £ ME E @ @ @ -0 -0§C ®2 2Pu /6k ƒ 0).r -0 m � � 1 AMENDMENT NO. 1 TO 2 AGREEMENT NO. C-6-1126 3 BETWEEN 4 ORANGE COUNTY TRANSPORTATION AUTHORITY 5 AND 6 CITY OF SEAL BEACH 7 FOR 8 1-405 IMPROVEMENT PROJECT 9 THIS AMENDMENT NO. 1, is effective this day of2019 10 ("Effective Date"), by and between the Orange County Transportation Authority, 550 South Main Street, 11 P.O. Box 14184, Orange, California, a public corporation of the State of California (hereinafter referred to 12 as "AUTHORITY"), and the City of Seal Beach, 211 Eighth Street, Seal Beach, California, 90740 a 13 municipal corporation duly organized and existing under the constitution and laws of the State of 14 California (hereinafter referred to as "CITY"), each individually known as "Party", and collectively known 15 as "Parties". 16 WITNESSETH: 17 WHEREAS, by Agreement No C-6-1126 dated July 29, 2016, AUTHORITY and CITY entered 18 into a cooperative agreement, in cooperation and partnership with the California Department of 19 Transportation, herein referred to as "CALTRANS", for the specific terms, conditions, and funding 20 responsibilities between the AUTHORITY and CITY for improvements defined as adding one general 21 purpose lane from Euclid Street to Interstate 605 (1-605), plus adding an additional median lane which will 22 be combined with the existing high-occupancy vehicle lane and operated as dual express lanes in each 23 direction of the Interstate 405 (1-405) from State Route 73 (SR-73) to 1-605, replacing and/or widening 24 structures, and other additional geometric and interchange improvements, including improvements to 25 CITY-owned and operated streets, and traffic facilities hereafter referred to as CITY FACILITIES 26 potentially impacted by this project, all of which are hereafter referred to as "PROJECT'; and Page 1 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 LM AMENDMENT NO. 1 TO AGREEMENT NO. C-6-1126 WHEREAS, the costs are anticipated to increase due to additional level of effort for CITY SERVICES not accounted for in the original Agreement. The original Agreement assumed a certain level of service, as related to improvements to CITY FACILITIES and negotiated the amount to reimburse CITY at that time. Since then, the level of effort for CITY SERVICES has increased and additional costs are needed during the implementation of the PROJECT; and WHEREAS, AUTHORITY and CITY have agreed to amend this Agreement, in the amount of Two Hundred Fifty Thousand Dollars ($250,000), to reimburse CITY for additional CITY SERVICES, as related to improvements to CITY FACILITIES, identified in the Agreement as: • Review and approval of plans, specifications, and other pertinent engineering plans, and reports, and for oversight construction inspection services • Review and acceptance of Transportation Management Plan (TMP) • Traffic engineering • CITY police services, and; WHEREAS, the AUTHORITY's Board of Directors approved this Amendment No. 1 on the 8 day of / 2019; and WHEREAS, the CITY's Council approved this Amendment No. 1 on the ZZ'z� day of v, k 2019. NOW, THEREFORE, it is mutually understood and agreed by the AUTHORITY and CITY that Agreement No. C-6-1126 is hereby amended in the following particulars only: 1. Amend ARTICLE 3. RESPONSIBILITY OF AUTHORITY, as follows: a) Page 5 of 18, paragraph EE: to delete in its entirety and, in lieu thereof, insert: "EE. To reimburse CITY for combined costs identified as "CITY SERVICES", and in accordance with the attached REVISED SCHEDULE A, "REIMBURSEMENT SCHEDULE FOR COMBINED CITY SERVICES." 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. 1 TO AGREEMENT NO. C-6-1126 b) Page 5 of 18, paragraph GG: to delete in its entirety and, in lieu thereof, insert: "GG. AUTHORITY's reimbursement for CITY SERVICES will not exceed the combined maximum amount shown on REVISED SCHEDULE A." 2. Amend ARTICLE 7. MAXIMUM OBLIGATION, page 13 of 18, to delete in its entirety and, in lieu thereof, insert: "Notwithstanding any provisions of this Agreement to the contrary, AUTHORITY and CITY mutually agree that AUTHORITY's maximum cumulative payment obligation hereunder shall be "Three Hundred Seventy Thousand Six Hundred Dollars ($370,600) unless agreed to and amended by both Parties. In the event it is determined that pavement mitigation is required, AUTHORITY's maximum cumulative obligation for pavement mitigation shall be addressed in a future amendment to this Agreement." Page 3 of 4 ATTACHMENT D REVISED SCHEDULE A REIMBURSEMENT SCHEDULE FOR COMBINED CITY SERVICES CITY OF SEAL BEACH Item Maximum No. Description of City Services Reimbursement Amount' 1 Review and approval of plans, specifications, and other pertinent engineering plans and reports, Traffic Management Plan review and $245,900 concurrence, and construction oversight inspection services related to CITY FACILITIES. 2 Traffic engineering $47,600 3 Police services (including overtime costs) $77,100 4 Pavement rehabilitation (if applicable) $TBD2 TOTAL MAXIMUM REIMBURSEMENT $370,600 (1) Schedule A shows estimated reimbursement amounts for each CITY SERVICES item of work. During the term of this cooperative agreement, the CITY may redistribute funds for items of work as needed; however, the total amount of CITY SERVICES shall not exceed the Total Maximum Reimbursement amount shown herein. (2) In the event it is determined that pavement mitigation is required, this amount will be determined after the contractor is hired by the Orange County Transportation Authority, and shall be reimbursed as a one-time lump sum amount upon execution of an amendment to this cooperative agreement. Ln AMENDMENT NO. 1 TO AGREEMENT NO. C-6-1126 The balance of Agreement C-6-1126 remains unchanged. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Agreement No. C-6-1126 to be executed on the date first above written. CITY OF SEACH BEACH ORANGE COUNTY TRAWORTATION AUTHORITY By: Thomas Moore Mayor Date: ATTEST: By: /l/ Darrell E. J son Chief Exec /iv -e Officer Date: APPROVED AS TO FORM: By: ,✓ Gloria Harp 9 `yI mes . DonichCBl City Clerk /2 General Counsel Date: Date: s l APPROVAL RECOMMENDED APPROVA RECO ENDED: By: By: St a Myrter, P.E. eaZtive G. Beil, P.E. Public Works Director Director Capital Programs Date: APPRO D S F . By:77//"7r V /-- Craig Steele City Attorney Date: b Date: Z "1 Attachment: Revised Schedule A - Maximum Reimbursement Schedule for Combined City Services, City of Seal Beach Page 4 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. 1 TO AGREEMENT NO. C-6-1126 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITY OF SEAL BEACH FOR 1-405 IMPROVEMENT PROJECT THIS AMENDMENT NO. 1, is effective this day of , 2019 ("Effective Date"), by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange, California, a public corporation of the State of California (hereinafter referred to as "AUTHORITY"), and the City of Seal Beach, 211 Eighth Street, Seal Beach, California, 90740 a municipal corporation duly organized and existing under the constitution and laws of the State of California (hereinafter referred to as "CITY"), each individually known as "Party", and collectively known as "Parties". WITNESSETH: WHEREAS, by Agreement No C-6-1126 dated July 29, 2016, AUTHORITY and CITY entered into a cooperative agreement, in cooperation and partnership with the California Department of Transportation, herein referred to as "CALTRANS", for the specific terms, conditions, and funding responsibilities between the AUTHORITY and CITY for improvements defined as adding one general purpose lane from Euclid Street to Interstate 605 (1-605), plus adding an additional median lane which will be combined with the existing high -occupancy vehicle lane and operated as dual express lanes in each direction of the Interstate 405 (1-405) from State Route 73 (SR -73) to 1-605, replacing and/or widening structures, and other additional geometric and interchange improvements, including improvements to CITY -owned and operated streets, and traffic facilities hereafter referred to as CITY FACILITIES potentially impacted by this project, all of which are hereafter referred to as "PROJECT"; and Page 1 of 4 AMENDMENT NO. 1 TO AGREEMENT NO. C-6-1126 1 WHEREAS, the costs are anticipated to increase due to additional level of effort for CITY 2 SERVICES not accounted for in the original Agreement. The original Agreement assumed a certain level 3 of service, as related to improvements to CITY FACILITIES and negotiated the amount to reimburse 4 CITY at that time. Since then, the level of effort for CITY SERVICES has increased and additional costs 5 are needed during the implementation of the PROJECT; and 6 WHEREAS, AUTHORITY and CITY have agreed to amend this Agreement, in the amount of 7 Two Hundred Fifty Thousand Dollars ($250,000), to reimburse CITY for additional CITY SERVICES, as 8 related to improvements to CITY FACILITIES, identified in the Agreement as: 9 • Review and approval of plans, specifications, and other pertinent engineering plans, and 10 reports, and for oversight construction inspection services 11 • Review and acceptance of Transportation Management Plan (TMP) 12 • Traffic engineering 13 • CITY police services, and; 14 WHEREAS, the AUTHORITY's Board of Directors approved this Amendment No. 1 on the 15 day of , 2019; and 16 WHEREAS, the CITY's Council approved this Amendment No. 1 on the day of 17 2019. 18 NOW, THEREFORE, it is mutually understood and agreed by the AUTHORITY and CITY that 19 Agreement No. C-6-1126 is hereby amended in the following particulars only: 20 1. Amend ARTICLE 3. RESPONSIBILITY OF AUTHORITY, as follows: 21 a) Page 5 of 18, paragraph EE: to delete in its entirety and, in lieu thereof, insert: 22 "EE. To reimburse CITY for combined costs identified as "CITY SERVICES", and in accordance with 23 the attached REVISED SCHEDULE A, "REIMBURSEMENT SCHEDULE FOR COMBINED CITY 24 SERVICES." 25 / 26 / Page 2 of 4 AMENDMENT NO. 1 TO AGREEMENT NO. C-6-1126 1 b) Page 5 of 18, paragraph GG: to delete in its entirety and, in lieu thereof, insert: 2 "GG. AUTHORITY's reimbursement for CITY SERVICES will not exceed the combined maximum 3 amount shown on REVISED SCHEDULE A." 4 2. Amend ARTICLE 7. MAXIMUM OBLIGATION, page 13 of 18, to delete in its entirety and, in lieu 5 thereof, insert: "Notwithstanding any provisions of this Agreement to the contrary, AUTHORITY and CITY 6 mutually agree that AUTHORITY's maximum cumulative payment obligation hereunder shall be "Three 7 Hundred Seventy Thousand Six Hundred Dollars ($370,600) unless agreed to and amended by both 8 Parties. In the event it is determined that pavement mitigation is required, AUTHORITY's maximum 9 cumulative obligation for pavement mitigation shall be addressed in a future amendment to this 10 Agreement." 11 / 12 / 13 / 14 / 15 / 16 / 17 / 18 / 19 / 20 / 21 / 22 / 23 / 24 / 25 / 26 / Page 3 of 4 AMENDMENT NO. 1 TO AGREEMENT NO. C-6-1126 The balance of Agreement C-6-1126 remains unchanged. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Agreement No. C-6-1126 to be executed on the date first above written. CITY OF SEACH BEACH ORANGE COUNTY TRANSPORTATION AUTHORITY By: Thomas Moore Mayor Date: ATTEST: 0 Darrell E. Johnson Chief Executive Officer Date: APPROVED AS TO FORM: By: y: 4,✓ Gloria Harp 9 ��t BER 21C,Q ames . Donich City Clerk l '�/f/G+E co��'�� General Counsel Date: �-' !� l Date: l APPROVAL RECOMMENDED APPROVAL RECOMMENDED: By: By: _ StKe Myrter, P.E. Public Works Director Date: Date: APPRO D S F By: Craig Steele City Attorney James G. Beil, P.E. Executive Director, Capital Programs Date: �5- / -,-I,/ )" Attachment: Revised Schedule A — Maximum Reimbursement Schedule for Combined City Services, City of Seal Beach Page 4 of 4 oco r r' O ZV ZZ WZ 2w 2 Z Z W WW Q 0 Q W 1-- W CL O ci i U) W U W U) H D W Z on U O LL W J D W I— Z W N co 2 LLJ w Q W m W U) LL O w i E a� C �Q .k o O o 0 U) LO C) 'l- U-) 0% N, m C: c ~ Z cu m W Q cy)v �w�/� O D U W C:C cci -- J W �U - LL D } O N '> ~ UO Q .a O .� J C:C�C (6 G H p �� O = c O c 0) r. i a Z O U � N E CO U c t0 N O cu CL o c c _ i6 o (B . O i C ~ Rf O cn C N N O 0 C 4- (C6 .. U O N C N v U E > > -p C (a V i— CL d. O Z N M �t d U E (D X Y� t cN aa) � O c CD UE Q-0 cn W 0 Z Q ox 0 c U -E E o `m c: 0.2 cn m c ( c n c w LE 0> m (D C w m 3 U O EU 3 (Do (n .- o axi U o m o > E cn S W c o o E U� �E U ` 7 cn (D (D .— a� c E 0 0 0 W •= = C • - c a) c a � E O� E•; m c c o m ccna E m a)) > am c`nocCL 3 '(D ooa�c"o� E - cn .0 �E3-o N p N N (D` N c a) Eo .... E-6 «+ m j cnm m c °�•C 3mv_>c L j C •- m QBE( N0 O a)_ (n0 CC Ew SQ N 12 - ORA - 405 — PM 20.8/24.2 In the City of Seal Beach From the Westminster City Limit near Bolsa Chica Road to the Los Angeles County Line Junction to Route 605 FREEWAY AGREEMENT THIS AGREEMENT, made and entered into on this day of_ 20 , by and between the STATE OF CALIFORNIA acting by and through the Department of Transportation (herein referred to as "STATE"), and the City of Seal Beach (herein referred to as "CITY"), WITNESSETH: WHEREAS, the highway described above has been declared to be a freeway by Resolution of the California Highway Commission on February 19, 1953; and WHEREAS, STATE and CITY have entered into a Freeway Agreement dated July 10, 1978, relating to that portion of State Highway Route 405 from the city limit at Bolsa Chica Road and the Los Alamitos city limit near the San Gabriel River; and WHEREAS, a revised plan map for such freeway has been prepared showing the proposed plan of the STATE as it affects streets of the CITY; and WHEREAS, it is the mutual desire of the parties hereto to enter into a new Freeway Agreement in accordance with the revised plan of said freeway; NOW, THEREFORE, IT IS AGREED: 1. This Agreement supersedes in its entirety said Freeway Agreement, dated July 10, 1978 for Route 405 only. 2. CITY agrees and consents to the closing of CITY streets, relocation of CITY streets, construction of frontage roads and other local streets, and other construction affecting CITY streets, all as shown on the plan map attached hereto, marked Exhibit A, and made a part hereof by this reference. 3. The obligations of STATE and CITY with respect to the funding and construction of the freeway project will always be dealt with in separate Cooperative Agreement(s) between the parties, and any amendments thereto, or Encroachment Permits issued to CITY. The parties responsible for the construction of the freeway shall make any changes affecting CITY streets only in accordance with the plan map attached hereto, marked Exhibit A. 12 - ORA - 405 — PM 20.8/24.2 In the City of Seal Beach From the Westminster City Limit near Bolsa Chica Road to the Los Angeles County Line Junction to Route 605 4. The obligations of STATE and CITY with respect to the acquisition of the rights of way required for the construction, reconstruction, or alteration of the freeway and CITY streets, frontage roads, and other local streets will always be dealt with in separate Cooperative Agreement(s) between the parties, and any amendments thereto or Encroachment Permits issued to CITY. 5. It is understood between the parties that the rights of way may be acquired in sections or units, and that both as to the acquisition of right of way and the construction of the freeway project, the obligations of STATE and CITY hereunder shall be carried out at such time and for such unit or units of the project as funds are budgeted and made lawfully available for such expenditures. 6. CITY will accept control and maintenance over each of the relocated or reconstructed CITY streets, any frontage roads, and other local streets constructed as part of the project, on receipt of written confirmation that the work thereon has been completed, except for any portion which is adopted by STATE as a part of the freeway proper. If acquired by STATE, CITY will accept title to the portions of such streets lying outside the freeway limits upon relinquishment by STATE. 7. This Agreement maybe modified at anytime by the mutual consent of the parties hereto, as needed to best accomplish, through STATE and CITY cooperation, the completion of the whole freeway project for the benefit of the people of the STATE and of the CITY. 12 - ORA - 405 — PM 20.8/24.2 In the City of Seal Beach From the Westminster City Limit near Bolsa Chica Road to the Los Angeles County Line Junction to Route 605 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers. STATE OF CALIFORNIA Department of Transportation MALCOLM DOUGHERTY Director of Transportation By ADNAN MAIAH Deputy District Director Capital Outlay Program District 12 APPROVED AS TO FORM: Attorney (State) THE CITY OF SEAL BEACH By it1 oy, Official) A� %ED ASS TOP RM: Ait ey (Gounty) ; RESOLUTION NUMBER 6664 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING COOPERATIVE AGREEMENT NO. C-6-1126 AND PRELIMINARY ENGINEERING AGREEMENT NOS. UK100002 AND UK100001 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITY OF SEAL BEACH AND REVISIONS TO THE 1-405 IMPROVEMENT FREEWAY AGREEMENT WHEREAS, Orange County Transportation Authority (OCTA), in cooperation and partnership with Caltrans, is proposing to reduce congestion and improve lane continuity through the 1-405 corridor with improvements to mainline and interchanges on 1-405 between State Route 73 and Interstate 605; and WHEREAS, OCTA, in cooperation and partnership with the Caltrans, is requesting the City of Seal Beach to enter into Cooperative Agreement No. C-6- 1126 which defines the specific terms, conditions, and funding responsibilities between the OCTA and City of Seal Beach; and WHEREAS, OCTA, in cooperation and partnership with the Caltrans, is requesting the City of Seal Beach to enter into a Preliminary Engineering Agreement Nos. UK100002 and UK100001 to fully reimburse the City of any and all time associated with, but not limited to, reviewing, preparing, approving and finalizing water and sewer utility relocation plans for the above 1-405 improvement project; and WHEREAS, the City of Seal Beach and the State of California have heretofore entered in a Freeway Agreement dated November 1, 1962 between the Seal Beach City Limit at Bolsa Chica Road to Yi mile west of Los Alamitos Boulevard, and July 10,1978, relating to the improvements on Interstate 405 (1- 405) in the City of Seal Beach on route 22 for the portions between the Los Angeles/Orange County Line and the City Limit at Bolsa Chica Road, On Route 405 between the City Limit at Bolsa Chica Road and the Los Alamitos -City Limit near the San Gabriel River, On Route 605 between Route 22 and the Los Alamitos City Limit near the San Gabriel River, and WHEREAS, it is the mutual desire of the parties hereto to enter into a new Freeway Agreement in accordance with the revised plan of said Freeway, and EXHIIBIT A listing the access points from the 1-405 into the City of Seal Beach; and WHEREAS, this Freeway Agreement amends that portion of said Freeway Agreement dated July 10, 1978, from in the City of Seal Beach on route 22 for the portions between the Los Angeles/Orange County Line and the City Limit at Bolsa Chica Road, On Route 405 between the City Limit at Bolsa Chica Road and the Los Alamitos -City Limit near the San Gabriel River, On Route 605 between Route 22 and the Los Alamitos City Limit near the San Gabriel River; and WHEREAS, the City Council has read said Agreements in full and is familiar with the contents thereof; and WHEREAS, on June 27, 2016, the City Council, held,a duly,noticed publicy� hearing in compliance with Streets and Highways Code Section=100!22 NOW, THEREFORE, THE SEAL BEACH CITY COUN RESOLVE: CIL DOE$HEREBY _.� ,., _H � Section 1- Cooperative Agreement No. C-6-1126 is hereby approved and the Mayor and City Clerk are directed to sign and attest the same on behalf of said City. Section 2. Preliminary Engineering Agreement Nos. UK100002 and UK100001 is hereby approved and the Mayor and City Clerk are directed to sign and attest the same on behalf of said City. Section 3. Said Freeway Agreement is amended as indicated in Exhibit A and the Mayor and City Clerk are directed to sign the same on behalf of said City, and Agreement to be binding upon the City upon its execution by the authorized officials of the State and OCTA. PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 271h day of June, 2016 by the following vote: AYES: Council Members: NOES: Council Members: ABSENT: Council Members: ABSTAIN: Council Members: Roberts, STATE OF CALIFORNIA } COUNTY.OF ORANGE I SS CITY OF SEAL BEACH } Massa-Lavitt, Varipapa, Deaton, Sloan, Miller None None None Sandra Massa-Lavitt, Mayor I, Robin L. Roberts, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution Number 6664 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 271h day of June, 2016. Al F TNS is to codify Net the tomoida is a t"o am cwea ♦� M 7—mm— A • �„ stere Lis I � Date Office of the City Cleat. Seal Beach. California r J M OCTA BOARD OF DIRECTORS Lori Donchak Chair Michael Hennessey Vice Chair We A. Bartlett Director Andrew Do Director Steve Jones Director Jim Kafapodis Director Jeffrey Lalloway Director Gary A. Miller Director At Murray Director Shawn Nelson Director Miguel Pulido Director Tim Shaw Director Todd Spitzer Director Michelle Steer Director Tom To Director Frank Ury Director Gregory Winterbottom Director Ryan Chamberlain Exx-Chicia Member CHIEF EXECUTIVE OFFICE Darrell Johnson Chief Executive Officer IIECLnk,-rl E 0. AUG 15 21116 CITY CLERK CITY OF SEAL BEACH August 10, 2016 Jim Basham Interim Director of Public Works City of Seal Beach Public Works Department 211 Eighth Street Seal Beach, CA 90740 SUBJECT: OCTA'S COOPERATIVE AGREEMENT NO. C-6-1126 Dear Mr. Basham: Enclosed please find one original of the above referenced subject for your records. Should you have any contractual related questions, please feel free to contact Reem Hashem at (714) 560-5446 or by e-mail at rhashem@octa.net. Senior Office-Wecialist Contract Administration and Materials Management Orange County Transportation Authority 550 South Main Street/ P.O. Box 14184 /Orange /Cahfornia 92863-15841(714)560-OCTA(6282) 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 COOPERATIVE AGREEMENT NO. C-6-1126 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITY OF SEAL BEACH FOR 1-405 IMPROVEMENT PROJECT 1-� THIS COOPERATIVE AGREEMENT (Agreement), is effective this � day of TGL L y 20 �( , by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange California 92863-1584, a public entity (herein referred to as "AUTHORITY") and the City of Seal Beach, 211 Eighth Street, Seal Beach, California 90740; a municipal corporation duly organized and existing under the constitution and laws of the State of California (herein referred to as "CITY") each individually known as "Party" and collectively known as the "Parties". RECITALS: WHEREAS, AUTHORITY, in cooperation and partnership with the California Department of Transportation, herein referred to as "CALTRANS", is proposing to reduce congestion and improve lane continuity through the Interstate 405 (1-405) corridor with improvements to mainline and interchanges on 1-405 between State Route 73 (SR -73) and Interstate 605 (1-605); and WHEREAS, the improvements are generally defined as adding one general-purpose lane from Euclid Street to 1-605, plus adding an additional median lane which will be combined with the existing HOV lane and operated as dual express lanes in each direction of 1-405 from SR -73 to I-605, replacing and/or widening structures, and other additional geometric and interchange improvements, including improvements to CITY -owned and operated streets, and traffic facilities hereinafter referred to as CITY FACILITIES potentially impacted by this project, all of which are hereinafter referred to as "PROJECT'. AUTHORITY will use a design -build method of delivery for the procurement, design, and construction of PROJECT and shall prepare contract documents (CONTRACT DOCUMENTS) to procure a design- 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 COOPERATIVE AGREEMENT NO. C-6-1126 build team herein referred to as "CONTRACTOR"; and WHEREAS, this Cooperative Agreement defines the specific terms, conditions, and funding responsibilities between the AUTHORITY and CITY regarding the CONTRACT DOCUMENTS, and the design and construction of PROJECT in regards to CITY FACILITIES; and WHEREAS, AUTHORITY is the sponsor and the primary funding agency for PROJECT; and WHEREAS, CITY -owned and operated utilities will be subject to an utility agreement(s) and separate from, and outside of this Agreement; and WHEREAS, PROJECT is located within and adjacent to the CALTRANS right of way in the Cities of Costa Mesa, Fountain Valley, Huntington Beach, Westminster, Garden Grove, Seal Beach, Los Alamitos, and County of Orange; and WHEREAS, AUTHORITY has contracted with Parsons Transportation Group, Inc., as the Program Management Consultant (PMC) for this PROJECT, to assist with the administration and oversight of the procurement, and design and construction phases of PROJECT; and WHEREAS, AUTHORITY has contracted with Jacobs Project Management Co., as the Construction Management Consultant (CMC) for this PROJECT, to assist with the administration and oversight of the procurement, and construction phases of PROJECT; and WHEREAS, AUTHORITY agrees to acquire right-of-way for PROJECT; and WHEREAS, AUTHORITY shall ensure CONTRACTOR's compliance with all applicable requirements contained in this Agreement; and WHEREAS, CITY FACILITIES will potentially be impacted by PROJECT, and AUTHORITY desires to collaborate with CITY during the development of the CONTRACT DOCUMENTS for the selection of a CONTRACTOR, and during the design and construction of PROJECT; and WHEREAS, AUTHORITY will provide contract administration for all phases of PROJECT work on CITY FACILITIES, and work within CITY right-of-way, while adhering to State, Federal, and CITY standards and requirements, as applicable; and WHEREAS, AUTHORITY will reimburse CITY for actual costs for CITY SERVICES, as related to Page 2 of 18 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 I" 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-6-1126 improvements to CITY FACILITIES, and defined as: • Review and approval of plans, specifications, and other pertinent engineering plans, and reports, and for oversight construction inspection services • Review and acceptance of Transportation Management Plan (TMP) Traffic engineering • CITY police services WHEREAS, the costs for the following elements of CITY SERVICES cannot be quantified and priced at this time, as they will be developed by the CONTRACTOR upon CITY acceptance of the TMP. In the event impacts are identified which affect CITY streets, the costs of these elements will be developed, and AUTHORITY shall amend this Agreement to account for such costs: • Costs for mitigation for reduction of pavement life related to impacts to CITY streets along the signed, long-term detours CONTRACTOR; and WHEREAS, notwithstanding Article 7, Maximum Obligation, it is the intent of this Agreement that the CITY shall not be obligated to provide CITY SERVICES once the maximum obligation amount has been expended, unless the Parties agree to an amendment of the maximum obligation amount; and WHEREAS. CITY is the petitioner and AUTHORITY is named as a Respondent in litigation captioned City of Seal Beach v. State of California Department of Transportation, Orange County Transportation Authority, et aL, Orange County Superior Court case number 30-2015-00799223-CU- WM-CXC (LAWSUIT), which challenges the validity of the approval process and the California Environmental Quality Act (CEQA) compliance for the PROJECT. AUTHORITY is also a respondent in a similar legal action filed by the City of Long Beach. Either lawsuit, or both of them, could result in judgments or settlements that could delay the PROJECT or alter elements of the PROJECT; and WHEREAS, CITY's City Council approved this Agreement on the a qday of jlwe , 20_1_&; and p WHEREAS, AUTHORITY's Board of Directors authorized this Agreement on the / day of 1"YI �9-j 12016 . Page 3 of 18 COOPERATIVE AGREEMENT NO. C-6-1126 1 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as follows: 2 ARTICLE 1. COMPLETE AGREEMENT 3 A. This Agreement, including any attachments incorporated herein and made applicable by 4 reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this 5 Agreement between AUTHORITY and CITY and it supersedes all prior representations, understandings, 6 and communications. The invalidity in whole or in part of any term or condition of this Agreement shall 7 not affect the validity of other term(s) or condition(s) of this Agreement. The above referenced Recitals 8 are true and correct and incorporated by reference herein. 9 B. AUTHORITY'S failure to insist on any instance(s) of CITY's performance of any term(s) 10 or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of AUTHORITY's 11 right to such performance or to future performance of such term(s) or condition(s), and CITY's obligation 12 in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall 13 not be binding upon AUTHORITY except when specifically confirmed in writing by an authorized 14 representative of AUTHORITY by way of a written amendment to this Agreement and issued in 15 accordance with the provisions of this Agreement. 16 C. CITY's failure to insist on any instance(s) of AUTHORITY's performance of any term(s) or 17 condition(s) of this Agreement shall not be construed as a waiver or relinquishment of CITY's right to such 18 performance or to future performance of such term(s) or condition(s), and AUTHORITY's obligation in 19 respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not 20 be binding upon CITY except when specifically confirmed in writing by an authorized representative of 21 CITY by way of a written amendment to this Agreement and issued in accordance with the provisions of 22 this Agreement. 23 D. The Parties agree that the execution of this Agreement during the pendency of the 24 LAWSUIT is a matter of administrative cooperation. Nothing in this Agreement is intended by either 25 Party to constitute any waiver or dismissal of any claim, demand or defense that either Party may have 26 as against any other Party in the LAWSUIT, including any demand CITY or any other Party may make Page 4 of 18 COOPERATIVE AGREEMENT NO. C-6-1126 1 against AUTHORITY, the PROJECT, or CALTRANS in the course of the LAWSUIT. Further, nothing 2 in this Agreement constitutes CITY's approval of, or consent to, any element of the PROJECT or 3 preliminary PROJECT plans. CITY does not, by executing this Agreement or by cooperating with 4 AUTHORITY, concede that AUTHORITY has the legal right to move forward with the work hereunder 5 prior to a final judgment in the LAWSUIT and AUTHORITY's compliance with such judgment, if 6 required. AUTHORITY proceeds with the PROJECT at its own risk. 7 ARTICLE 2. SCOPE OF AGREEMENT 8 This Agreement specifies the roles and responsibilities of the Parties as they pertain to the 9 subjects and projects addressed herein. Both AUTHORITY and CITY agree that each will cooperate and 10 coordinate with the other in all activities covered by this Agreement, and any amendments to this 11 Agreement. 12 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY 13 AUTHORITY agrees to the following responsibilities for PROJECT: 14 A. To be the sponsor and funding agency to manage and administer the contract for 15 PROJECT, which includes preliminary engineering, right of way acquisition, and preparation of 16 CONTRACT DOCUMENTS to be used in the advertisement of a design -build RFP and for the selection 17 of a CONTRACTOR to perform full design -build activities, and other related services, including 18 improvements to CITY FACILITIES which are necessary as part of PROJECT. 19 B. To perform right-of-way acquisition and right-of-way certification for PROJECT, and 20 specifically, for CITY FACILITIES, if necessary. 21 C. To include within the CONTRACT DOCUMENTS, in regards to CITY FACILITIES, design 22 criteria which meets acceptable CITY standards in existence at the time the design -build RFP is released. 23 D. To coordinate with CITY during the development of the CONTRACT DOCUMENTS, and 24 afford the CITY the opportunity to review, and comment on the CONTRACT DOCUMENTS, in regards 25 to CITY FACILITIES, prior to the release of the RFP for PROJECT, and in accordance with the terms of 26 this Agreement. Page 5 of 18 COOPERATIVE AGREEMENT NO. C-6-1126 1 E. To coordinate with CITY regarding review times to be included in CONTRACT 2 DOCUMENTS. The review times will be applicable to the design and construction of PROJECT in 3 regards to CITY FACILITIES. AUTHORITY will hold Joint Resolution Meetings (JRT) with CITY to resolve 4 CITY comments and obtain approvals, if applicable. 5 F. To coordinate the procurement, and design and construction of PROJECT with the CITY, 6 and hold regular technical and partnering meetings to brief the CITY on the status of PROJECT, solicit 7 input, and provide a forum to discuss and resolve PROJECT issues which impact the CITY. 8 G. To comply with all requirements of the Final Environmental Impact Report/Environmental 9 Impact Statement (FEIR/FEIS) for the PROJECT, including but not limited to the preparation and 10 processing of, as well as any and all supplemental environmental documents, including those required 11 for CITY FACILITY improvements for PROJECT, 12 H. If AUTHORITY encounters hazardous, archeological, paleontological, cultural, or other 13 protected materials and/or species within any existing or future CITY -owned right-of-way for the CITY 14 FACILITIES, AUTHORITY shall notify the CITY and responsible control agencies of such discovery. 15 I. The costs for any remediation or protection for Article 3, Paragraph H, shall be covered 16 as a PROJECT cost, provided that AUTHORITY may seek reimbursement from other third parties which 17 may be jointly or severally liable for such removal or protection. 18 J. To protect in place, rearrange or relocate after CITY consultation and concurrence, CITY 19 owned public utility facilities found to be in conflict with PROJECT. All conditions of this clause shall be 20 subject to utility agreements which are separate from, and outside of this Agreement. 21 K. To secure and comply with any and all other governmental and/or regulatory approvals, 22 permits and/or clearances required for the design and construction of CITY FACILITIES included in 23 PROJECT. 24 L. In the event CITY requests additional improvements, they shall be evaluated and 25 processed in accordance with Article 4, Paragraph L, of this Agreement. 26 M. To implement a Quality Management Plan during all phases of PROJECT. Page 6 of 18 COOPERATIVE AGREEMENT NO. C-6-1126 1 N. To monitor all PROJECT activities to ensure compliance with the approved PROJECT 2 schedule, quality and budget goals of PROJECT. 3 O. To obtain concurrence for permanent easements, if required, for CITY FACILITIES. 4 P. To facilitate discussion between CITY, local agencies, and others regarding resolution of 5 ownership, operation, and maintenance of CITY FACILITIES. 6 Q. To coordinate with CALTRANS and CITY for preparation and execution of Maintenance 7 Agreements. 8 R. To convey to CITY ownership of any property acquired by AUTHORITY for PROJECT, 9 and which is necessary for CITY FACILITIES upon completion of the CITY FACILITIES, and title to such 10 right-of-way having been acquired by AUTHORITY. Conveyance of such property to the CITY shall be 11 completed through an executed Property Transfer Agreement with AUTHORITY. AUTHORITY shall 12 convey such property in a condition acceptable to the CITY and in accordance with CALTRANS' Right of 13 Way Manual. 14 S. To require CONTRACTOR to submit to CITY for review and approval, including but not 15 limited to, plans, specifications, and other pertinent engineering plans, and reports, for CITY FACILITIES 16 prior to construction thereof. During construction, CITY may provide construction oversight inspection 17 services. Such reviews and approvals, and construction oversight inspection services (CITY SERVICES) 18 shall be in accordance with the CONTRACT DOCUMENTS, and reimbursable to CITY by this 19 Agreement. 20 T. To require CONTRACTOR to prepare a TMP, and submit to CITY for review, comment, 21 and acceptance, in regards to construction related impacts to CITY. The TMP will address construction - 22 related impacts to existing CITY street traffic, and will include normal traffic handling requirements during 23 PROJECT construction including staging, lane closures, re -striping, detours, and signalization, and will 24 specify requirements for communicating with the public and local agencies during construction. 25 Modifications to streets, intersections, signals, etc., required to address traffic impacts during construction 26 will be borne as a PROJECT cost. Such review and acceptance of TMP (CITY SERVICES) shall be in Page 7 of 18 COOPERATIVE AGREEMENT NO. C-6-1126 1 accordance with the CONTRACT DOCUMENTS, and reimbursable to CITY by this Agreement. 2 U. To obtain a written acceptance of TMP from CITY. 3 V. To reimburse the CITY for its actual costs for traffic engineering services (including 4 staff overhead and third party traffic signal maintenance service costs contracted out by CITY), and 5 police services (including overtime costs). Ongoing deployment of police services related to 6 PROJECT traffic management will require prior approval by AUTHORITY. Such traffic engineering, 7 and police services (CITY SERVICES) shall be in accordance with the CONTRACT DOCUMENTS, 8 and reimbursable to CITY by this Agreement. 9 W. To monitor and ensure CONTRACTOR compliance with the TMP. 10 X. To work collaboratively with CITY, upon acceptance of TMP. In the event it is determined 11 that there are impacts to CITY streets, AUTHORITY shall prepare an established and approved visual 12 pavement study to evaluate the pre -detour conditions, and forecasted impacts to the CITY street 13 pavement used for signed, long-term freeway detours, and alternate route detours based on the period 14 of construction within the CITY limits. As the result of the study, and as agreed to by Parties, AUTHORITY 15 will reimburse CITY the exact amount of the agreed -to mitigation costs for the reduction of pavement life 16 for the detour routes, via an amendment to this Agreement. The dollar amount of pavement mitigation 17 (CITY SERVICES) shall be a one-time, lump sum maximum reimbursement amount, and no further 18 payment will be made toward the mitigation costs described herein. 19 Y. To require CONTRACTOR to repair street pavements sidewalks, curbs, driveways, 20 gutters and other CITY FACILITIES that receive damage as a result of construction. CONTRACTOR will 21 be required to adhere to CITY's requirements for removal and replacement of pavement in accordance 22 with the CONTRACT DOCUMENTS and this Agreement. 23 Z. To require CONTRACTOR to obtain a no fee encroachment permit from CITY prior to 24 commencing construction of PROJECT. Provided all conditions of such permit have been fulfilled, the 25 permits shall authorize CONTRACTOR to commence work within CITY right-of-way, or areas which affect 26 CITY FACILITIES. Page 8 of 18 COOPERATIVE AGREEMENT NO. C-6-1126 1 AA. To monitor and ensure CONTRACTOR compliance with CITY's permit. 2 BB. To implement a Public Awareness Campaign during PROJECT that advises CITY, local 3 businesses, residents, elected officials, motorists, and media, of construction status, street detours, and 4 ramp and freeway closures, if and where applicable. 5 CC. To provide PROJECT closeout activities, including walk-through, punch list, final payment 6 accounting, and furnish approved "As-builts" to CITY for CITY FACILITIES. 7 DD. To develop a record of survey, final maps, and all necessary title transfers relative to 8 PROJECT. 9 EE. To reimburse CITY for combined costs identified as "CITY SERVICES", and in 10 accordance with attached SCHEDULE A, "REIMBURSEMENT SCHEDULE FOR COMBINED CITY 11 SERVICES." 12 FF. To reimburse CITY for actual costs, within 30 days of an acceptable invoice, which is 13 complete, properly prepared and complies with the requirements of ARTICLE 5, REQUEST FOR 14 REIMBURSEMENT, below. 15 GG. AUTHORITY's reimbursement for CITY SERVICES will not exceed the combined 16 maximum amount shown on SCHEDULE A. 17 HH. To perform all work associated with the PROJECT at no cost to the CITY, unless 18 specifically provided otherwise herein or in any amendment to this Agreement. 19 II. To cause all contractors and vendors who perform work or provide supplies for CITY 20 FACILITIES to name the CITY, its officers, agents, and employees, as an additional insured on policies 21 which the AUTHORITY is an additional insured and, prior to the commencement of work, provide 22 certificates of insurance to CITY showing the CITY as an additional insured. 23 ARTICLE 4. RESPONSIBILITIES OF CITY 24 CITY agrees to the following responsibilities for PROJECT: 25 A. To collaborate and cooperate with AUTHORITY during the development of the 26 CONTRACT DOCUMENTS for the RFP, and during the design and construction of PROJECT. Page 9 of 18 COOPERATIVE AGREEMENT NO. C-6-1126 1 B. To provide CITY SERVICES for PROJECT as agreed by CITY and AUTHORITY. 2 C. To review, and provide comment on, in a timely manner, and in accordance with the 3 CONTRACT DOCUMENTS and this Agreement, all plans and other submittals related to PROJECT, and 4 approve and/or concur with AUTHORITY or CONTRACTOR's submittals when CITY determines such 5 submittals comply with CITY's standards and criteria to facilitate AUTHORITY's delivery of PROJECT. 6 D. To make available to AUTHORITY all necessary CITY regulations, policies, procedures, 7 manuals, standard plans, and specifications required for the construction of PROJECT when requested 8 by AUTHORITY. 9 E. To attend and participate in the PROJECT's regular technical and partnering meetings for 10 AUTHORITY to brief CITY on the status of PROJECT, and to provide a forum to discuss and to resolve 11 CITY's concerns and issues. 12 F. Upon award of a design -build contract by AUTHORITY, to make reasonable efforts and 13 devote reasonable resources for the issuance of encroachment permits, and other necessary permits, if 14 applicable, to CONTRACTOR at no fee, and upon CONTRACTOR's compliance with permit 15 requirements, to not cause delay to PROJECTS' construction schedule. Such permits shall authorize 16 CONTRACTOR to commence work within CITY right-of-way, or areas which affect CITY FACILITIES. 17 G. To make necessary efforts to coordinate and cooperate with AUTHORITY, its agents, and 18 contractors, to meet or exceed design -build schedule criteria as identified by AUTHORITY. 19 H. To waive any moratorium on the excavation or trenching work on CITY streets that were 20 recently resurfaced where such excavation or trenching are necessary for PROJECT. CONTRACTOR 21 will be required to adhere to CITY's requirements for the removal and replacement of pavement in 22 accordance with the CONTRACT DOCUMENTS and this Agreement. 23 I. To cooperate with AUTHORITY and use its best efforts to cause the rearrangement or 24 relocation of all municipal and public utility facilities, in accordance with applicable State or local franchises 25 or laws, that may be determined by AUTHORITY and CITY to be within CITY's jurisdiction and pose a 26 conflict with the PROJECT. CITY hereby agrees to exercise and invoke its rights under any applicable Page 10 of 18 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 COOPERATIVE AGREEMENT NO. C-6-1126 State or local franchises or laws, or any prior rights or superior rights the CITY may have to effectuate such rearrangement or relocation at the expense of the affected public utility as necessary to allow completion of PROJECT. CITY shall cooperate with AUTHORITY and provide all appropriate and necessary support to achieve this result. In the event the public utility fails to make the rearrangement or relocation or fails to agree to make the rearrangement or relocation in a timely manner, CITY shall assign to AUTHORITY its rights to rearrange or relocate said public utility under State law, or the pertinent agreement or recorded instrument that CITY has with the public utility. CITY shall cooperate with the AUTHORITY, provide assistance to the AUTHORITY as needed, and join with the AUTHORITY as a party in the prosecution or defense of the CITY's and the AUTHORITY's rights under the laws of the State of California to cause such rearrangements or relocations. Wherever possible, any rearrangement or relocation of a public utility shall be made to an area covered by State or local franchises or laws. All conditions of this clause shall be subject to utility agreements which are separate from and outside of this Agreement. J. To agree to take ownership of property acquired by AUTHORITY for PROJECT, and which is necessary for CITY FACILITIES upon completion of the CITY FACILITIES, and title to such right- of-way having been acquired by AUTHORITY. Conveyance of such property to the CITY shall be completed through an executed Property Transfer Agreement with AUTHORITY. AUTHORITY shall convey such property in a condition acceptable to CITY and in accordance with CALTRANS Right of Way Manual. K. To accept operation and maintenance of the CITY FACILITIES, or portion thereof, upon their acceptance by AUTHORITY, and based upon the AUTHORITY's written certification that the AUTHORITY has complied with all terms of the Agreement. The acceptance of the CITY FACILITIES and written certification shall not unreasonably be withheld. CITY acknowledges that CITY FACILITIES may be completed at different times and accepted in different stages of PROJECT. L. In the event CITY requests additional CITY FACILITY improvements to be incorporated into PROJECT after release of the RFP, CITY shall be solely responsible for all costs and expenses Page 11 of 18 COOPERATIVE AGREEMENT NO. C-6-1126 1 related thereto, including: 1) the costs incurred to incorporate the improvements into the PROJECT's 2 scope of work; 2) additional design, construction and oversight costs arising from or associated with 3 the improvements, including change orders related thereto; 3) additional operations and maintenance 4 costs arising from or associated with the improvements, including change orders related thereto; and 5 4) costs associated with any impact on the design and construction schedule associated with the 6 improvements, including any associated PROJECT delay costs and damages. This is not intended 7 to eliminate mitigations for required PROJECT changes identified during construction. 8 AUTHORITY, at its sole discretion, may agree to incorporate such CITY FACILITY improvements, 9 via an amendment to this Agreement, identifying the CITY FACILITY improvements, estimated costs, 10 and funding sources from CITY for these improvements. 11 M. To submit monthly invoices to AUTHORITY for work completed and actual costs incurred 12 by CITY for CITY SERVICES, pursuant to ARTICLE 5. REQUEST FOR REIMBURSEMENT. CITY shall 13 submit final invoice no later than ninety (90) days after final acceptance of PROJECT. Any costs in 14 excess of the amounts specified herein shall not be incurred without a written amendment to this 15 Agreement. 16 ARTICLE 5. REQUEST FOR REIMBURSEMENT 17 In order for CITY to be reimbursed for incurred costs relative to PROJECT, CITY agrees: 18 A. To prepare and submit to AUTHORITY a monthly invoice with supporting 19 documentation. CITY's invoice shall include allowable PROJECT costs incurred and paid for by CITY. 20 The invoice submitted by CITY shall be signed by an authorized agent who can duly certify the 21 accuracy of the included information. 22 B. The invoice shall be submitted on CITY's letterhead. 23 C. The invoice shall be submitted by CITY, and in duplicate, to AUTHORITY's Accounts 24 Payable Office. Each invoice shall include the following information: 25 1. Agreement Number C- 6-1126 26 2. The total of PROJECT expenditures shall specify the percent and amount of funds Page 12 of 18 COOPERATIVE AGREEMENT NO. C-6-1126 1 to be reimbursed, and include support documentation for all expenses invoiced. In the event there are 2 impacts to CITY street pavements, the one-time, lump sum amount for reimbursement of pavement 3 mitigation, will be exclude from this requirement. 4 3. Adequate detail describing all work completed. In the event there is pavement 5 mitigation, this detailed description will not be required. 6 4. Such other information as requested by AUTHORITY. 7 D. To consult with AUTHORITY's PROJECT Manager for questions regarding non - 8 reimbursable expenses. 9 E. That total payments shall not exceed the maximum obligation specified in ARTICLE 7. 10 MAXIMUM OBLIGATION. 11 ARTICLE 6. DELEGATED AUTHORITY 12 The actions required to be taken by CITY in the implementation of this Agreement are delegated 13 to its CITY Public Works Director, or designee, and the actions required to be taken by AUTHORITY in 14 the implementation of this Agreement are delegated to AUTHORITY's Chief Executive Officer or 15 designee. 16 ARTICLE 7. MAXIMUM OBLIGATION 17 Notwithstanding any provisions of this Agreement to the contrary, AUTHORITY and CITY 18 mutually agree that AUTHORITY's maximum cumulative payment obligation hereunder shall be One 19 Hundred Twenty Thousand Six Hundred Dollars ($120,600) unless agreed to and amended by both 20 Parties. In the event it is determined that pavement mitigation is required, AUTHORITY's maximum 21 cumulative obligation for pavement mitigation shall be addressed in a future amendment to this 22 Agreement 23 ARTICLE 8. AUDIT AND INSPECTION 24 AUTHORITY and CITY shall maintain a complete set of records in accordance with generally 25 accepted accounting principles. Upon reasonable notice, CITY shall permit the authorized 26 representatives of the AUTHORITY to inspect and audit all work, materials, payroll, books, accounts, and Page 13 of 18 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 COOPERATIVE AGREEMENT NO. C-6-1126 other data and records of CITY for a period of four (4) years after final payment, or until any on-going audit is completed. For purposes of audit, the date of completion of this Agreement shall be the date of AUTHORITY's payment of CITY's final billing (so noted on the invoice) under this Agreement. 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 CITY's contractor or consultant. ARTICLE 9. INDEMNIFICATION A. To the fullest extent permitted by law, CITY shall defend (at CITY's sole cost and expense with legal counsel reasonably acceptable to AUTHORITY), indemnify, protect, and hold harmless AUTHORITY, its officers, directors, employees, and agents (collectively the "Indemnified Parties"), from Iand against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (CITY's employees included), for damage to property, including property owned by AUTHORITY, or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful misconduct of CITY, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement. B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole cost and expense with legal counsel reasonably acceptable to CITY), indemnify, protect, and hold harmless CITY, its officers, directors, employees, and agents (collectively the "Indemnified Parties'), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (AUTHORITY's employees included), for damage to property, including property owned by CITY, or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful misconduct of AUTHORITY, its officers, directors, employees or agents in Page 14 of 18 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 COOPERATIVE AGREEMENT NO. C-6-1126 connection with or arising out of the performance of this Agreement. C. The indemnification and defense obligations of this Agreement shall survive its expiration or termination. ARTICLE 10. ADDITIONAL PROVISIONS A. Term of Agreement: The term of this Agreement shall be in full force and effect through April 30, 2023. B. Termination: In the event either Party defaults in the performance of its obligations under this Agreement or breaches any of the provisions of this Agreement, the non -defaulting Party shall provide written notice to the defaulting Party to cure such default within 30 days of such default. If the default cannot be cured within such time, as determined by the non -defaulting Party, then the defaulting Party shall have such additional time as provided in the written notice or such time as the Parties may otherwise agree in writing. In any event, the non -defaulting Party shall promptly take such actions as are reasonably necessary to cure the default. If the default or breach is material and not cured within the time provided herein, either Party has the option, in addition to any other remedies available at law, to terminate this Agreement upon thirty (30) days' prior written notice to the other Party. C. Compliance with All Laws: AUTHORITY and CITY shall comply with all applicable federal, state, and local laws, statues, ordinances and regulations of any governmental authority having jurisdiction over the PROJECT. D. Legal Authority: AUTHORITY and CITY hereto warrants that the persons executing this Agreement are authorized to execute this Agreement on behalf of said Parties and that by so executing this Agreement, the Parties hereto are formally bound to the provisions of this Agreement. E. Severability: If any term, provision, covenant or condition of this Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. F. Counterparts of Agreement: This Agreement may be executed and delivered in any Page 15 of 18 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 COOPERATIVE AGREEMENT NO. C-6-1126 number of counterparts, each of which, when executed and delivered shall be deemed an original and all of which together shall constitute the same agreement. Facsimile signatures will be permitted. G. Force Majeure: Either Party shall be excused from performing its obligations under this Agreement during the time and to the extent that it is prevented from performing by an unforeseeable cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God; commandeering of material, products, plants or facilities by the federal, state or local government; national fuel shortage; or a material act or omission by the other Party; when satisfactory evidence of such cause is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the Party not performing. H. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or authority hereunder may be assigned in whole or in part by either Party without the prior written consent of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed void and of no force and effect. Consent to one assignment shall not be deemed consent to any subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. I. Governing Law: The laws of the State of California and applicable local and federal laws, regulations and guidelines shall govern this Agreement. J. Litigation fees: In the event that either Party to this Agreement shall commence any legal or equitable action to enforce or interpret this Agreement, the prevailing Party shall be entitled to recover its costs of suit, including reasonable costs and attorney's fees as determined by the court. K. Notices: Any notices, requests, or demands made between the Parties pursuant to this Agreement are to be directed as follows: Page 16 of 18 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 COOPERATIVE AGREEMENT NO. C-6-1126 To CITY: _': To AUTHORITY City of Seal Beach Orange County Transportation Authority Public Works Department 550 South Main Street 211 Eighth Street P.O. Box 14184 Seal Beach, CA 90740 Orange, CA 92863-1584 Attention: Jim Basham Attention: Ms. Reem Hashem Interim Director of Public Works Principal Contract Administrator Tel: (562) 431-2527, ext. 1313 Tel: (714) 560-5446 Email: jbasham@sealbeachca.gov Email: rhashem@octa.net Page 17 of 18 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 pm COOPERATIVE AGREEMENT NO. C-6-1126 This Agreement shall be made effective upon execution by both Parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-6-1126 to be executed on the date first above written. CITY OF SEAL BEACH ORANGE COUNTY TRANSPORTATION AUTHORITY By: vkluj&" OaY''—r. : Sandra Massa-Lavitt Darrell Joh s Mayor Chief Exec rve Officer ATTEST: APPROVED AS TO FORM: In Roberts Clerk c Jim Basham v Interim Public Works Director APPROVE AS TO ORM By: Steele City Attorney / General Counsel APPROVAL RECOMME 0 P.E. ' Director, Capital Programs Dated: Dated: 4 Attachment: Schedule A - Reimbursement Schedule for Combined City Services Page 18 of 18 E \ \ LU -i D O LU x U CO. \ m a LULL 0 � ■ k §p 0 / \\ ( \ \ - - \ - \ / / w _ LLI _ E § _ 2 2 § 00 \F- 0 0 \ - \\§ ( - k 0 \\} f ) \c% E - \\cm \ \ \ ca wo \ 0 a) e - & CL , Co \§: - { / �// E j / } / ) \ k a CO ) ®( /7 EO eE $� e= oƒ /E z c fE // 3j ) \\ ca ƒ\ 1.7 \t » )/\]\ - ; G = _ U) ±2 °00E \9«£` Lu /@f GE EZj §co � E /&�£2 !%s& (D 0 /[§(OD-} �c=\o e �bac� G®zee 2\\/� {®»E Ea) 5-< $) 2(z \ ) CL )-03/ \E\Co \ / \ ! \S5 oE/ Q)o2I2 0{ }\�\ ««/E Q) a)LLj 2»g(=7 } )Lu U) -E Lno Transmittal No: TRN-000046 PROJECT: 1-405 Improvement Project AUG 11 2016 CITY CLERK CITY OF OF SACH Date: 8/10/2016 To: City of Seal Beach Water and Sewer ATTN: City Clerk of Seal Beach 211 Eighth Street Seal Beach, CA 90740 From: HNTB Subject: Sewer & Water Preliminary Engineering Agreements # of Copies Attached: 1 Description Signed Sewer Preliminary Engineering Agreement covering conflicts SB -51181, SB -52097, and Signed Water Preliminary Engineering Agreement covering conflicts SB -W4036 and SB -W4063 attached for your use. Enclosed: ❑ Letter ❑ Change Order Submitted For: ❑ Plans ® Other -PEAS ❑ Approval ❑ As Requested ❑ Review and Comment ❑ Other Signed By: Vice President (name) (title) ❑ Specifications ® Your Use Sent Date: 8/10/2016 M OCTA ORANGE COUNTY TRANSPORTATION AUTHORITY PRELIMINARY ENGINEERING AGREEMENT DISTRICT COUNTY ROUTE POST MILE EA PROJECT ID 9.3-24.2 12 Orange 1-405 12- 1200000180 OH 1000 FEDERAL AID NUMBER OWNER'S PLAN NUMBER HPLULN-6071(043) N/A FEDERAL PARTICIPATION On the project ® YES ❑ NO On the Utilities ❑ YES ® NO PRELIMINARY ENGINEERING AGREEMENT NO. UK100002 DATE The Orange County Transportation Authority (OCTA) in cooperation with the California Department of Transportation ("Caltrans") is proposingto o improve Interstate 405 between State Route 73 and Interstate 605 (Project) OCTA and Caltrans have entered into a Cooperative Agreement relating to the City of Seal Beach Hereinafter referred to as "OWNER", owns and maintains • 10" Sewer in 22" Steel Casing, SB -S1181 • 18" Sewer in 33" Concrete Casing, SB -S2097 within the limits of the OCTA Project which requires preliminary relocation plans to accommodate OCTA's Project. It is hereby mutually agreed between OCTA and OWNER as follows: I. WORK TO BE PERFORMED In accordance with Notice to Owner No.SB-Sll81 and SB -52097 dated June 1, 2016, OWNER shall prepare their relocation plans. Any revision to the OWNER's plan described above, after approval by the OCTA, shall be agreed upon by both parties hereto under a Revised Notice to Owner. Such Revised Notices to Owner, approved by the OCTA and 13.07 - 2 (REV 7/2005) agreed to/acknowledged by the OWNER, will constitute an approved revision of the OWNER's plan described above and are hereby made a part hereof. No redesign or additional engineering, after approval by OCTA, shall commence prior to written execution by the OWNER of the Revised Notice to Owner and may require an amendment to this Agreement in addition to the revised Notice to Owner. 04-05-2016 PRELIMINARY ENGINEERING AGREEMENT II. LIABILITY FOR WORK Page 2 of 6 PRELIMINARY ENGINEERING AGREEMENT NO. The existing facilities are lawfully maintained in their present location and qualify for relocation at OCTA expense under the provisions of Section 703 of the Streets and Highways Code. III. PERFORMANCE OF WORK Engineering services for preliminary engineering utility relocation activities and studies are to be furnished by the consulting engineering firm on a fee basis previously approved by OCTA. Cost principles for determining the reasonableness and allowability of consultant costs shall be determined in accordance with 48 CFR, Chapter 1, Part 31; 23 CFR, Chapter 1, Part 645; and OMB Circular A-87, as applicable. Engineering services for preliminary engineering are to be furnished by the Utility Owner and approved by OCTA. Cost principles for determining the reasonableness and allowability of OWNER's costs shall be determined in accordance with 48 CFR, Chapter 1, Part 31; 23 CFR, Chapter 1, Part 645; and 18 CFR, Chapter 1, Parts 101, 201 and OMB Circular A-87, as applicable. Use of out-of-state personnel (or personnel requiring lodging and meal "per diem" expenses) will not be allowed without prior written authorization by OCTA's representative. Requests for such authorization must be contained in OWNER's estimate of actual and necessary relocation costs. Accounting Form FA -1301 is to be completed and submitted for all non - State personnel travel per diem. OWNER shall include an explanation why local employee or contract labor is not considered adequate for the relocation work proposed. Per Diem expenses shall not exceed the per diem expense amounts allowed under the State's Department of Personnel Administration travel expense guidelines. Work performed directly by OWNER's employees falls within the exception of Labor Code Section 1771 and is not subject to prevailing wages. OWNER shall verify compliance with this requirement in the administration of its contracts referenced above. IV. PAYMENT FOR WORK The initial, estimated cost of the Owner's preliminary engineering is Thirty -Two Thousand, Five Hundred Dollars ($32,500.00). Final actual costs may be more or less than such estimate, which will not be construed as a limitation of costs for the preliminary engineering. OCTA shall pay its share of the actual and necessary cost of the herein described work within 45 days after receipt of OWNER's itemized bill, signed by a responsible official of OWNER's organization and prepared on OWNER's letterhead, compiled on the basis of the actual and necessary cost and expense. The OWNER shall maintain records of the actual costs incurred and charged or allocated to the project in accordance with recognized accounting principles. PRELIMINARY ENGINEERING AGREEMENT Page 3 of 6 PRELIMINARY ENGINEERING AGREEMENT NO. It is understood and agreed that OCTAwill not pay for any betterment or increase in capacity of OWNER's facilities in the new location and that OWNER shall give credit to OCTAretained or sold by OWNER. Not more frequently than once a month, but at least quarterly, OWNER will prepare and submit itemized progress bills for costs incurred, not to exceed OWNER's recorded costs as of the billing date less estimated credits applicable to completed work. Payment of progress bills, not to exceed the amount of this Agreement, may be made under the terms of this Agreement. Payment of progress bills which exceed the amount of this Agreement may be made after receipt and approval by OCTA of documentation supporting the cost increase and after an Amendment to this Agreement has been executed by the parties to it. The OWNER shall submit a final bill to OCTA within 360 days after the completion of the work described in Section I above. If OCTA has not received a final bill within 360 days after notification of completion of OWNER's work described in Section I of this Agreement, and OCTA has delivered to OWNER fully executed Director's Deeds, Consents to Common Use or Joint Use Agreements for OWNER's facilities (if required), OCTA will provide written notification to OWNER of its intent to close its file within 30 days. OWNER hereby acknowledges, to the extent allowed by law, that all remaining costs will be deemed to have been abandoned. If OCTA processes a final bill for payment more than 360 days after notification of completion of OWNER's work, payment of the late bill may be subject to allocation and/or approval by OCTA. The final billing shall be in the form of an itemized statement of the total costs charged to the project, less the credits provided for in this Agreement, and less any amounts covered by progress billings. However, OCTA shall not pay final bills which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the OWNER and approval of documentation by OCTA. Except, if the final bill exceeds the OWNER's estimated costs solely as the result of a revised Notice to Owner as provided for in Section I, a copy of said revised Notice to Owner shall suffice as documentation. In either case, payment of the amount over the estimated cost of this Agreement may be subject to allocation and/or approval by OCTA. In any event if the final bill exceeds 125% of the estimated cost of this Agreement, an Amended Agreement shall be executed by the parties to this Agreement prior to the payment of the OWNER'S final bill. Any and all increases in costs that are the direct result of deviations from the work described in Section I of this Agreement shall have the prior concurrence of OCTA. Detailed records from which the billing is compiled shall be retained by owner for a period of three years from the date of final payment and will be available for audit by OCTA, State and/or Federal auditors. In performing work under this Agreement, owner agrees to comply with the Uniform System of Accounts for Public Utilities found at 18 CFR Part 101, 201, et ah, and, to the extent they are applicable to owner doing work on the project that is the PRELIMINARY ENGINEERING AGREEMENT Page 4 of 6 PRELIMINARY ENGINEERING AGREEMENT NO. subject of this agreement, the contract cost principles and procedures as set forth in 48 CFR, Chapter 1, Part 31, et seq., 23 CFR, Chapter 1, Part 645, and 2 CFR Part 200 et al. If a subsequent OCTA, State and/or Federal audit determines payments to be unallowable, owner agrees to reimburse agency upon receipt of agency billing. If OWNER is subject to repayment due to failure by OCTA to comply with applicable laws, regulations, and ordinances then OCTA will ensure that OWNER is compensated for actual cost in performing work under this agreement. V. GENERAL CONDITIONS All costs accrued by OWNER as a result of OCTA's request of March 10, 2015 (SB -S 1181) and April 13, 2016 (SB -S2097) to review, study and/or prepare relocation plans and estimates for the project associated with this Agreement may be billed pursuant to the terms and conditions of this Agreement. If OCTA's project which precipitated this Agreement is canceled or modified so as to eliminate the necessity of work by OWNER, OCTA will notify OWNER in writing and OCTA reserves the right to terminate this Agreement by Amendment. The Amendment shall provide mutually acceptable terms and conditions for terminating the Agreement. Such terms will include OCTA's agreement to pay all costs incurred by Owner in its performance of preliminary engineering and study work upon the submissions of invoices. OWNER shall submit a Notice of Completion to OCTA within 30 days of the completion of the work described herein. It is understood that said highway is a Federal aid highway and accordingly, 23 CFR, Chapter 1, Part 645 is hereby incorporated into this Agreement. In addition, the provisions of 23 CFR 635.410, Buy America, are also incorporated into this agreement. The Buy America requirements are further specified in Moving Ahead for progress in the 21" Century (MAP -21), section 1518; 23 CFR 635.410 requires that all manufacturing processes have occurred in the United States for steel and iron products (including the application of coatings) installed on a project receiving funding from the FHWA. This Agreement is for preliminary design and as such, OCTA represents and warrants that this Agreement is not subject to 23 CFR 635.410, the Buy America provisions. It is expressly understood by the Parties that Owner is not, in executing this Agreement, abandoning any pre-existing right, title or interest it may have in any land or facilities, all such rights, title and interest being expressly reserved. The terms of this Agreement shall be binding and inure to the benefits of the Parties hereto. PRELIMINARY ENGINEERING AGREEMENT PRELIMINARY Pages of6 THE ESTIMATED COSTS TO THE OWNER FOR ITS SHARE OF THE ABOVE DESCRIBED WORK IS $32,500. Signatures on Following Page PRELIMINARY ENGINEERING AGREEMENT SIGNATURE PAGE TO PRELIMINARY ENGINEERING AGREEMENT NO. UK100002 Page 6 of 6 AGREEMENT NO. IN WITNESS WHEREOF, the above parties have executed this Agreement on the dates below. Owner: CITY OF SEAL BEACH APPROVED Title: 4LR) Ingram City Manager Date: I W Ib APP7,7t- Till,: RM: By: Craig A. Steele City Attorney ORANGE COUNTY TRANSPORTATION AUTHORITY, a public entity APPROVED By: ///V E c tive Director, C hal Programs Date: APPROVED AS TO FORM: By: es M. Donic General Counsel Date: �3o Date: ORANGE COUNTY TRANSPORTATION AUTHORITY PRELIMINARY ENGINEERING AGREEMENT DISTRICT COUNTY ROUTE POST MILE EA PROJECT ID 9.3-24.2 12 Orange 1-405 12- 1200000180 OH 1000 FEDERAL AID NUMBER OWNER'S PLAN NUMBER HPLULN-6071(043) NSA FEDERAL PARTICIPATION On the project ® YES ❑ NO On the Utilities ❑ YES ® NO PRELIMINARY ENGINEERING AGREEMENT NO. UK100001 DATE I/V l6 The Orange County Transportation Authority (OCTA) in cooperation with the California Department of Transportation ("Caltrans") is proposingto o improve Interstate 405 between State Route 73 and Interstate 605 (Project) OCTA and Caltrans have entered into a Cooperative Agreement relating to the Proiect under which Caltrans will provide Proiect oversight and upon completion of the Proiect, Caltrans will continue to own and maintain the I-405. City of Seal Beach Hereinafter referred to as "OWNER", owns and maintains • 12 inch ACP Crossing the I-405, SB -W4063 • 12 inch WSP within Bolsa Chica Channel east side, SB -W4036 within the limits of the OCTA Project which requires preliminary relocation plans to accommodate OCTA's Project. It is hereby mutually agreed between OCTA and OWNER as follows: I. WORK TO BE PERFORMED In accordance with the Notice to Owner No. SB -W4063 and SB -W4036 dated June 1, 2016, Owner shall prepare preliminary engineering utility relocation studies for the utility relocation work on the following Design Build project: Interstate 405 between State Route 73 and Interstate 605 (Project). Any revision to the Owner's preliminary engineering studies, after approval by OCTA shall be agreed upon by both parties hereto under a Revised Notice to Owner. Such Revised Notices to Owner, approved by OCTA and agreed to/acknowledged by the OWNER, will constitute an approval revision of the OWNER's preliminary engineering studies described above and are hereby made a part hereof. No redesign or additional engineering, after approval by OCTA, shall commence prior to written execution by the OWNER of the Revised Notice to Owner and may require an amendment to this agreement in addition to the Notice to Owner. 04-05-2016 qP � 2' PRELIMINARY ENGINEERING AGREEMENT II. LIABILITY FOR WORK Page 2 of 6 ENGINEERING AGREEMENT NO. OCTA shall pay all actual preliminary engineering utility relocation studies expenses for utility studies according to the Pilot Program approved by the Department of Transportation on the Design Build project in the letter dated October 27, 2015. I1I. PERFORMANCE OF WORK Engineering services for preliminary engineering utility relocation activities and studies are to be furnished by the consulting engineering firm on a fee basis previously approved by OCTA. Cost principles for determining the reasonableness and allowability of consultant costs shall be determined in accordance with 48 CFR, Chapter 1, Part 31; 23 CFR, Chapter 1, Part 645; and OMB Circular A-87, as applicable. Engineering services for preliminary engineering are to be furnished by the Utility Owner and approved by OCTA. Cost principles for determining the reasonableness and allowability of OWNER'S costs shall be determined in accordance with 48 CFR, Chapter 1, Part 31; 23 CFR, Chapter 1, Part 645; and 18 CFR, Chapter 1, Parts 101, 201 and OMB Circular A-87, as applicable. Use of out-of-state personnel (or personnel requiring lodging and meal "per diem" expenses) will not be allowed without prior written authorization by OCTA's representative. Requests for such authorization must be contained in OWNER'S estimate of actual and necessary relocation costs. Accounting Form FA -1301 is to be completed and submitted for all non - State personnel travel per diem. OWNER shall include an explanation why local employee or contract labor is not considered adequate for the relocation work proposed. Per Diem expenses shall not exceed the per diem expense amounts allowed under the State's Department of Personnel Administration travel expense guidelines. Work performed directly by Owner's employees falls within the exception of Labor Code Section 1771 and is not subject to prevailing wages. OWNER shall verify compliance with this requirement in the administration of its contracts referenced above. IV. PAYMENT FOR WORK The initial, estimated cost of the Owner's preliminary engineering is Thirty -Two Thousand, Five Hundred Dollars ($32,500.00). Final actual costs may be more or less than such estimate, which will not be construed as a limitation of costs for the preliminary engineering. OCTA shall pay its share of the actual and necessary cost of the herein described work within 45 days after receipt of OWNER'S itemized bill, signed by a responsible official of OWNER'S organization and prepared on OWNER'S letterhead, compiled on the basis of the actual and necessary cost and expense incurred and charged or allocated to said work in accordance with the uniform system of accounts prescribed for OWNER by the California PRELIMINARY ENGINEERING AGREEMENT ENGINEERING Page of Public Utilities Commission, Federal Energy Regulatory Commission or Federal Communications Commission, whichever is applicable. It is understood and agreed that OCTA will not pay for any betterment or increase in capacity of OWNER's facilities in the new location and that OWNER shall give credit to OCTA for the accrued depreciation of the replaced facilities and for the salvage value of any material or parts salvaged and retained or sold by OWNER. Not more frequently than once a month, but at least quarterly, OWNER will prepare and submit itemized progress bills for costs incurred, not to exceed OWNER's recorded costs as of the billing date less estimated credits applicable to completed work. Payment of progress bills, not to exceed the amount of this Agreement, may be made under the terms of this Agreement. Payment of progress bills which exceed the amount of this Agreement may be made after receipt and approval by OCTA of documentation supporting the cost increase and after an Amendment to this Agreement has been executed by the parties to it. The OWNER shall submit a final bill to OCTA within 360 days after the completion of the work described in Section I above. If OCTA has not received a final bill within 360 days after notification of completion of OWNER's work described in Section I of this Agreement, and OCTA has delivered to OWNER fully executed Director's Deeds, Consents to Common Use or Joint Use Agreements for OWNER's facilities (if required), OCTA will provide written notification to OWNER of its intent to close its file within 30 days. OWNER hereby acknowledges, to the extent allowed by law, that all remaining costs will be deemed to have been abandoned. If OCTA processes a final bill for payment more than 360 days after notification of completion of OWNER's work, payment of the late bill may be subject to allocation and/or approval by OCTA. The final billing shall be in the form of an itemized statement of the total costs charged to the project, less the credits provided for in this Agreement, and less any amounts covered by progress billings. However, OCTA shall not pay final bills which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the OWNER and approval of documentation by OCTA. Except, if the final bill exceeds the OWNER's estimated costs solely as the result of a revised Notice to Owner as provided for in Section I, a copy of said revised Notice to Owner shall suffice as documentation. In either case, payment of the amount over the estimated cost of this Agreement may be subject to allocation and/or approval by OCTA. In any event if the final bill exceeds 125% of the estimated cost of this Agreement, an Amended Agreement shall be executed by the parties to this Agreement prior to the payment of the OWNER'S final bill. Any and all increases in costs that are the direct result of deviations from the work described in Section I of this Agreement shall have the prior concurrence of OCTA. Detailed records from which the billing is compiled shall be retained by owner for a period of three years from the date of final payment and will be available for audit by State and/or PRELIMINARY ENGINEERING AGREEMENT PRELIMINARY UK100001 Page 4 of 6 Federal auditors. In performing work under this Agreement, owner agrees to comply with the Uniform System of Accounts for Public Utilities found at 18 CFR Part 101, 201, et ah, and, to the extent they are applicable to owner doing work on the project that is the subject of this agreement, the contract cost principles and procedures as set forth in 48 CFR, Chapter 1, Part 31, et seq., 23 CFR, Chapter 1, Part 645, and 2 CFR Part 200 et al. If a subsequent State and/or Federal audit determines payments to be unallowable, owner agrees to reimburse agency upon receipt of agency billing. If owner is subject to repayment due to failure by State/Local Public Agency (LPA) to comply with applicable laws, regulations, and ordinances then State/LPA will ensure that owner is compensated for actual cost in performing work under this agreement. V. GENERAL All costs accrued by OWNER as a result of OCTA's request of March 6, 2015 (SB -W4063) and March 10, 2015 (SB -W4036) to review, study and/or prepare relocation plans and estimates for the project associated with this Agreement may be billed pursuant to the terms and conditions of this Agreement. If OCTA's project which precipitated this Agreement is canceled or modified so as to eliminate the necessity of work by OWNER, OCTA will notify OWNER in writing and OCTA reserves the right to terminate this Agreement by Amendment. The Amendment shall provide mutually acceptable terms and conditions for terminating the Agreement. Such terms will include OCTA's agreement to pay all costs incurred by Owner in its performance of preliminary engineering and study work upon the submissions of invoices. OWNER shall submit a Notice of Completion to OCTA within 30 days of the completion of the work described herein. It is understood that said highway is a Federal aid highway and accordingly, 23 CFR, Chapter 1, Part 645 is hereby incorporated into this Agreement. In addition, the provisions of 23 CFR 635.410, Buy America, are also incorporated into this agreement. The Buy America requirements are further specified in Moving Ahead for progress in the 2151 Century (MAP -21), section 1518; 23 CFR 635.410 requires that all manufacturing processes have occurred in the United States for steel and iron products (including the application of coatings) installed on a project receiving funding from the FHWA. This Agreement is for preliminary design and as such, OCTA represents and warrants that this Agreement is not subject to 23 CFR 635.410, the Buy America provisions. It is expressly understood by the Parties that Owner is not, in executing this Agreement, abandoning any pre-existing right, title or interest it may have in any land or facilities, all such rights, title and interest being expressly reserved. PRELIMINARY ENGINEERING AGREEMENT UK100001 Pago 5 of 6 The terms of this Agreement shall be binding and inure to the benefits of the Parties hereto. THE ESTIMATED COSTS TO THE OWNER FOR ITS SHARE OF THE ABOVE DESCRIBED WORK IS $32,500. Signatures on Following Page PRELIMINARY ENGINEERING AGREEMENT SIGNATURE PAGE TO PRELIMINARY ENGINEERING AGREEMENT NO. UK100001 Page 6 of 6 IN WITNESS WHEREOF, the above parties have executed this Agreement on the dates below. Owner: CITY OF SEAL BEACH APPROVED 17 Ingram City Manager Date: 111116 r APPROVED OF By: Title: CraIg A. teele City Attorney ORANGE COUNTY TRANSPORTATION AUTHORITY, a public entity APPROVED 0 E#c five Director, a tal Pro G s Date: 0 �6 APPROVED AS TO in M. D6nicl A Counsel Date: Date: A0 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 COOPERATIVE AGREEMENT NO. C-6-1126 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITY OF SEAL BEACH FOR 1-405 IMPROVEMENT PROJECT THIS COOPERATIVE AGREEMENT (Agreement), is effective this day of , 20 _, by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange California 92863-1584, a public entity (herein referred to as "AUTHORITY") and the City of Seal Beach, 211 Eighth Street, Seal Beach, California 90740, a municipal corporation duly organized and existing under the constitution and laws of the State of California (herein referred to as "CITY") each individually known as "Party" and collectively known as the "Parties RECITALS: WHEREAS, AUTHORITY, in cooperation and partnership with the California Department of Transportation, herein referred to as "CALTRANS", is proposing to reduce congestion and improve lane continuity through the Interstate 405 (1-405) corridor with improvements to mainline and interchanges on 1-405 between State Route 73 (SR -73) and Interstate 605 (1-605); and WHEREAS, the improvements are generally defined as adding one general-purpose lane from Euclid Street to 1-605, plus adding an additional median lane which will be combined with the existing HOV lane and operated as dual express lanes in each direction of 1-405 from SR -73 to 1-605, replacing and/or widening structures, and other additional geometric and interchange improvements, including improvements to CITY -owned and operated streets, and traffic facilities hereinafter referred to as CITY FACILITIES potentially impacted by this project, all of which are hereinafter referred to as "PROJECT'. AUTHORITY will use a design -build method of delivery for the procurement, design, and construction of PROJECT and shall prepare contract documents (CONTRACT DOCUMENTS) to procure a design- 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 COOPERATIVE AGREEMENT NO. C-6-1126 build team herein referred to as "CONTRACTOR'; and WHEREAS, this Cooperative Agreement defines the specific terms, conditions, and funding responsibilities between the AUTHORITY and CITY regarding the CONTRACT DOCUMENTS, and the design and construction of PROJECT in regards to CITY FACILITIES; and WHEREAS. AUTHORITY is the sponsor and the primary funding agency for PROJECT; and WHEREAS, CITY -owned and operated utilities will be subject to an utility agreement(s) and separate from, and outside of this Agreement; and WHEREAS, PROJECT is located within and adjacent to the CALTRANS right of way in the Cities of Costa Mesa, Fountain Valley, Huntington Beach, Westminster, Garden Grove, Seal Beach, Los Alamitos, and County of Orange; and WHEREAS, AUTHORITY has contracted with Parsons Transportation Group, Inc., as the Program Management Consultant (PMC) for this PROJECT, to assist with the administration and oversight of the procurement, and design and construction phases of PROJECT; and WHEREAS, AUTHORITY has contracted with Jacobs Project Management Co., as the Construction Management Consultant (CMC) for this PROJECT, to assist with the administration and oversight of the procurement, and construction phases of PROJECT; and WHEREAS, AUTHORITY agrees to acquire right-of-way for PROJECT; and WHEREAS, AUTHORITY shall ensure CONTRACTOR's compliance with all applicable requirements contained in this Agreement, and WHEREAS, CITY FACILITIES will potentially be impacted by PROJECT, and AUTHORITY desires to collaborate with CITY during the development of the CONTRACT DOCUMENTS for the selection of a CONTRACTOR, and during the design and construction of PROJECT; and WHEREAS, AUTHORITY will provide contract administration for all phases of PROJECT work on CITY FACILITIES, and work within CITY right-of-way, while adhering to State, Federal, and CITY standards and requirements, as applicable; and WHEREAS, AUTHORITY will reimburse CITY for actual costs for CITY SERVICES, as related to Page 2 of 18 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 COOPERATIVE AGREEMENT NO. C-6-1126 improvements to CITY FACILITIES, and defined as: Review and approval of plans, specifications, and other pertinent engineering plans, and reports, and for oversight construction inspection services Review and acceptance of Transportation Management Plan (TMP) Traffic engineering • CITY police services WHEREAS, the costs for the following elements of CITY SERVICES cannot be quantified and priced at this time, as they will be developed by the CONTRACTOR upon CITY acceptance of the TMP. In the event impacts are identified which affect CITY streets, the costs of these elements will be developed, and AUTHORITY shall amend this Agreement to account for such costs: • Costs for mitigation for reduction of pavement life related to impacts to CITY streets along the signed, long-term detours CONTRACTOR; and WHEREAS, notwithstanding Article 7, Maximum Obligation, it is the intent of this Agreement that the CITY shall not be obligated to provide CITY SERVICES once the maximum obligation amount has been expended, unless the Parties agree to an amendment of the maximum obligation amount; and WHEREAS, CITY is the petitioner and AUTHORITY is named as a Respondent in litigation captioned City of Seal Beach v. State of California Department of Transportation, Orange County Transportation Authority, et ai., Orange County Superior Court case number 30-2015-00799223-CU- WM-CXC (LAWSUIT), which challenges the validity of the approval process and the California Environmental Quality Act (CEQA) compliance for the PROJECT. AUTHORITY is also a respondent in a similar legal action filed by the City of Long Beach. Either lawsuit, or both of them, could result in judgments or settlements that could delay the PROJECT or alter elements of the PROJECT; and WHEREAS, CITY's City Council approved this Agreement on the day of Zl1.nf1. 20 and WHEREAS, AUTHORITY's Board of Directors authorized this Agreement on the day of M!, , 201k Page 3 of 18 COOPERATIVE AGREEMENT NO. C-6-1126 1 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as follows: 2 ARTICLE 1. COMPLETE AGREEMENT 3 A. This Agreement, including any attachments incorporated herein and made applicable by 4 reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this 5 Agreement between AUTHORITY and CITY and it supersedes all prior representations, understandings, 6 and communications. The invalidity in whole or in part of any term or condition of this.Agreement shall 7 not affect the validity of other term(s) or condition(s) of this Agreement. The above referenced Recitals 8 are true and correct and incorporated by reference herein. 9 B. AUTHORITY'S failure to insist on any instance(s) of CITY's performance of any term(s) 10 or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of AUTHORITY's 11 right to such performance or to future performance of such term(s) or condition(s), and CITY's obligation 12 in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall 13 not be binding upon AUTHORITY except when specifically confirmed in writing by an authorized 14 representative of AUTHORITY by way of a written amendment to this Agreement and issued in 15 accordance with the provisions of this Agreement. 16 C. CITY's failure to insist on any instance(s) of AUTHORITY's performance of any term(s) or 17 condition(s) of this Agreement shall not be construed as a waiver or relinquishment of CITY's right to such 18 performance or to future performance of such term(s) or condition(s), and AUTHORITY's obligation in 19 respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not 20 be binding upon CITY except when specifically confirmed in writing by an authorized representative of 21 CITY by way of a written amendment to this Agreement and issued in accordance with the provisions of 22 this Agreement. 23 D. The Parties agree that the execution of this Agreement during the pendency of the 24 LAWSUIT is a matter of administrative cooperation. Nothing in this Agreement is intended by either 25 Party to constitute any waiver or dismissal of any claim, demand or defense that either Party may have 26 as against any other Party in the LAWSUIT, including any demand CITY or any other Party may make Page 4 of 18 COOPERATIVE AGREEMENT NO. C-6-1126 1 against AUTHORITY, the PROJECT, or CALTRANS in the course of the LAWSUIT. Further, nothing 2 in this Agreement constitutes CITY's approval of, or consent to, any element of the PROJECT or 3 preliminary PROJECT plans. CITY does not, by executing this Agreement or by cooperating with 4 AUTHORITY, concede that AUTHORITY has the legal right to move forward with the work hereunder 5 prior to a final judgment in the LAWSUIT and AUTHORITY's compliance with such judgment, if 6 required. AUTHORITY proceeds with the PROJECT at its own risk. 7 ARTICLE 2. SCOPE OF AGREEMENT 8 This Agreement specifies the roles and responsibilities of the Parties as they pertain to the 9 subjects and projects addressed herein. Both AUTHORITY and CITY agree that each will cooperate and 10 coordinate with the other in all activities covered by this Agreement, and any amendments to this 11 Agreement. 12 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY 13 AUTHORITY agrees to the following responsibilities for PROJECT: 14 A. To be the sponsor and funding agency to manage and administer the contract for 15 PROJECT, which includes preliminary engineering, right of way acquisition, and preparation of 16 CONTRACT DOCUMENTS to be used in the advertisement of a design -build RFP and for the selection 17 of a CONTRACTOR to perform full design -build activities, and other related services, including 18 improvements to CITY FACILITIES which are necessary as part of PROJECT. 19 B. To perform right-of-way acquisition and right-of-way certification for PROJECT, and 20 specifically, for CITY FACILITIES, if necessary. 21 C. To include within the CONTRACT DOCUMENTS, in regards to CITY FACILITIES, design 22 criteria which meets acceptable CITY standards in existence at the time the design -build RFP is released. 23 D, To coordinate with CITY during the development of the CONTRACT DOCUMENTS, and 24 afford the CITY the opportunity to review, and comment on the CONTRACT DOCUMENTS, in regards 25 to CITY FACILITIES, prior to the release of the RFP for PROJECT, and in accordance with the terms of 26 this Agreement. Page 5 of 18 COOPERATIVE AGREEMENT NO. C-6-1126 1 E. To coordinate with CITY regarding review times to be included in CONTRACT 2 DOCUMENTS. The review times will be applicable to the design and construction of PROJECT in 3 regards to CITY FACILITIES. AUTHORITY will hold Joint Resolution Meetings (JRT) with CITY to resolve 4 CITY comments and obtain approvals, if applicable. 5 F. To coordinate the procurement, and design and construction of PROJECT with the CITY, 6 and hold regular technical and partnering meetings to brief the CITY on the status of PROJECT, solicit 7 input, and provide a forum to discuss and resolve PROJECT issues which impact the CITY. 8 G. To comply with all requirements of the Final Environmental Impact Report/Environmental 9 Impact Statement (FEIR/FEIS) for the PROJECT, including but not limited to the preparation and 10 processing of, as well as any and all supplemental environmental documents, including those required 11 for CITY FACILITY improvements for PROJECT, 12 H. If AUTHORITY encounters hazardous, archeological, paleontological, cultural, or other 13 protected materials and/or species within any existing or future CITY -owned right-of-way for the CITY 14 FACILITIES, AUTHORITY shall notify the CITY and responsible control agencies of such discovery. 15 I. The costs for any remediation or protection for Article 3, Paragraph H, shall be covered 16 as a PROJECT cost, provided that AUTHORITY may seek reimbursement from other third parties which 17 may be jointly or severally liable for such removal or protection. 18 J. To protect in place, rearrange or relocate after CITY consultation and concurrence, CITY 19 owned public utility facilities found to be in conflict with PROJECT. All conditions of this clause shall be 20 subject to utility agreements which are separate from, and outside of this Agreement. 21 K. To secure and comply with any and all other governmental and/or regulatory approvals, 22 permits and/or clearances required for the design and construction of CITY FACILITIES included in 23 PROJECT. 24 L. In the event CITY requests additional improvements, they shall be evaluated and 25 processed in accordance with Article 4, Paragraph L, of this Agreement. 26 M. To implement a Quality Management Plan during all phases of PROJECT. Page 6 of 18 COOPERATIVE AGREEMENT NO. C-6-1126 1 N. To monitor all PROJECT activities to ensure compliance with the approved PROJECT 2 schedule, quality and budget goals of PROJECT. 3 O. To obtain concurrence for permanent easements, if required, for CITY FACILITIES. 4 P. To facilitate discussion between CITY, local agencies, and others regarding resolution of 5 ownership, operation, and maintenance of CITY FACILITIES. 6 O. To coordinate with CALTRANS and CITY for preparation and execution of Maintenance 7 Agreements. 8 R. To convey to CITY ownership of any property acquired by AUTHORITY for PROJECT, 9 and which is necessary for CITY FACILITIES upon completion of the CITY FACILITIES, and title to such 10 right-of-way having been acquired by AUTHORITY. Conveyance of such property to the CITY shall be 11 completed through an executed Property Transfer Agreement with AUTHORITY. AUTHORITY shall 12 convey such property in a condition acceptable to the CITY and in accordance with CALTRANS' Right of 13 Way Manual. 14 S. To require CONTRACTOR to submit to CITY for review and approval, including but not 15 limited to, plans, specifications, and other pertinent engineering plans, and reports, for CITY FACILITIES 16 prior to construction thereof. During construction, CITY may provide construction oversight inspection 17 services. Such reviews and approvals, and construction oversight inspection services (CITY SERVICES) 18 shall be in accordance with the CONTRACT DOCUMENTS, and reimbursable to CITY by this 19 Agreement. 20 T. To require CONTRACTOR to prepare a TMP, and submit to CITY for review, comment, 21 and acceptance, in regards to construction related impacts to CITY. The TMP will address construction - 22 related impacts to existing CITY street traffic, and will include normal traffic handling requirements during 23 PROJECT construction including staging, lane closures, re -striping, detours, and signalization, and will 24 specify requirements for communicating with the public and local agencies during construction. 25 Modifications to streets, intersections, signals, etc., required to address traffic impacts during construction 26 will be borne as a PROJECT cost. Such review and acceptance of TMP (CITY SERVICES) shall be in Page 7 of 18 COOPERATIVE AGREEMENT NO. C-6-1126 1 accordance with the CONTRACT DOCUMENTS, and reimbursable to CITY by this Agreement. 2 U. To obtain a written acceptance of TMP from CITY. 3 V. To reimburse the CITY for its actual costs for traffic engineering services (including 4 staff overhead and third party traffic signal maintenance service costs contracted out by CITY), and 5 police services (including overtime costs). Ongoing deployment of police services related to 6 PROJECT traffic management will require prior approval by AUTHORITY. Such traffic engineering, 7 and police services (CITY SERVICES) shall be in accordance with the CONTRACT DOCUMENTS, 8 and reimbursable to CITY by this Agreement. 9 W. To monitor and ensure CONTRACTOR compliance with the TMP. 10 X. To work collaboratively with CITY, upon acceptance of TMP. In the event it is determined 11 that there are impacts to CITY streets, AUTHORITY shall prepare an established and approved visual 12 pavement study to evaluate the pre-detour conditions, and forecasted impacts to the CITY street 13 pavement used for signed, long-term freeway detours, and alternate route detours based on the period 14 of construction within the CITY limits. As the result of the study, and as agreed to by Parties, AUTHORITY 15 will reimburse CITY the exact amount of the agreed-to mitigation costs for the reduction of pavement life 16 for the detour routes, via an amendment to this Agreement. The dollar amount of pavement mitigation 17 (CITY SERVICES) shall be a one-time, lump sum maximum reimbursement amount, and no further 18 payment will be made toward the mitigation costs described herein. 19 Y. To require CONTRACTOR to repair street pavements sidewalks, curbs, driveways, 20 gutters and other CITY FACILITIES that receive damage as a result of construction. CONTRACTOR will 21 be required to adhere to CITY's requirements for removal and replacement of pavement in accordance 22 with the CONTRACT DOCUMENTS and this Agreement. 23 Z. To require CONTRACTOR to obtain a no fee encroachment permit from CITY prior to 24 commencing construction of PROJECT. Provided all conditions of such permit have been fulfilled, the 25 permits shall authorize CONTRACTOR to commence work within CITY right-of-way, or areas which affect 26 CITY FACILITIES. Page 8 of 18 COOPERATIVE AGREEMENT NO. C-6-1126 1 AA. To monitor and ensure CONTRACTOR compliance with CITY's permit. 2 BB. To implement a Public Awareness Campaign during PROJECT that advises CITY, local 3 businesses, residents, elected officials, motorists, and media, of construction status, street detours, and 4 ramp and freeway closures, if and where applicable. 5 CC. To provide PROJECT closeout activities, including walk-through, punch list, final payment 6 accounting, and furnish approved "As-builts" to CITY for CITY FACILITIES. 7 DD. To develop a record of survey, final maps, and all necessary title transfers relative to 8 PROJECT. 9 EE. To reimburse CITY for combined costs identified as "CITY SERVICES", and in 10 accordance with attached SCHEDULE A, "REIMBURSEMENT SCHEDULE FOR COMBINED CITY 11 SERVICES." 12 FF. To reimburse CITY for actual costs, within 30 days of an acceptable invoice, which is 13 complete, properly prepared and complies with the requirements of ARTICLE 5, REQUEST FOR 14 REIMBURSEMENT, below. 15 GG. AUTHORITY's reimbursement for CITY SERVICES will not exceed the combined 16 maximum amount shown on SCHEDULE A. 17 HH. To perform all work associated with the PROJECT at no cost to the CITY, unless 18 specifically provided otherwise herein or in any amendment to this Agreement. 19 II. To cause all contractors and vendors who perform work or provide supplies for CITY 20 FACILITIES to name the CITY, its officers, agents, and employees, as an additional insured on policies 21 which the AUTHORITY is an additional insured and, prior to the commencement of work, provide 22 certificates of insurance to CITY showing the CITY as an additional insured. 23 ARTICLE 4. RESPONSIBILITIES OF CITY 24 CITY agrees to the following responsibilities for PROJECT: 25 A. To collaborate and cooperate with AUTHORITY during the development of the 26 CONTRACT DOCUMENTS for the RFP, and during the design and construction of PROJECT. Page 9 of 18 COOPERATIVE AGREEMENT NO. C-6-1126 1 B. To provide CITY SERVICES for PROJECT as agreed by CITY and AUTHORITY. 2 C. To review, and provide comment on, in a timely manner, and in accordance with the 3 CONTRACT DOCUMENTS and this Agreement, all plans and other submittals related to PROJECT, and 4 approve and/or concur with AUTHORITY or CONTRACTOR's submittals when CITY determines such 5 submittals comply with CITY's standards and criteria to facilitate AUTHORITY's delivery of PROJECT. 6 D. To make available to AUTHORITY all necessary CITY regulations, policies, procedures, 7 manuals, standard plans, and specifications required for the construction of PROJECT when requested 8 by AUTHORITY. 9 E. To attend and participate in the PROJECT's regular technical and partnering meetings for 10 AUTHORITY to brief CITY on the status of PROJECT, and to provide a forum to discuss and to resolve 11 CITY's concerns and issues. 12 F. Upon award of a design -build contract by AUTHORITY, to make reasonable efforts and 13 devote reasonable resources for the issuance of encroachment permits, and other necessary permits, if 14 applicable, to CONTRACTOR at no fee, and upon CONTRACTOR's compliance with permit 15 requirements, to not cause delay to PROJECTS' construction schedule. Such permits shall authorize 16 CONTRACTOR to commence work within CITY right-of-way, or areas which affect CITY FACILITIES. 17 G. To make necessary efforts to coordinate and cooperate with AUTHORITY, its agents, and 18 contractors, to meet or exceed design -build schedule criteria as identified by AUTHORITY. 19 H. To waive any moratorium on the excavation or trenching work on CITY streets that were 20 recently resurfaced where such excavation or trenching are necessary for PROJECT. CONTRACTOR 21 will be required to adhere to CITY's requirements for the removal and replacement of pavement in 22 accordance with the CONTRACT DOCUMENTS and this Agreement. 23 I. To cooperate with AUTHORITY and use its best efforts to cause the rearrangement or 24 relocation of all municipal and public utility facilities, in accordance with applicable State or local franchises 25 or laws, that may be determined by AUTHORITY and CITY to be within CITY's jurisdiction and pose a 26 conflict with the PROJECT. CITY hereby agrees to exercise and invoke its rights under any applicable Page 10 of 18 COOPERATIVE AGREEMENT NO. C-6-1126 1 State or local franchises or laws, or any prior rights or superior rights the CITY may have to effectuate 2 such rearrangement or relocation at the expense of the affected public utility as necessary to allow 3 completion of PROJECT. CITY shall cooperate with AUTHORITY and provide all appropriate and 4 necessary support to achieve this result. In the event the public utility fails to make the rearrangement 5 or relocation or fails to agree to make the rearrangement or relocation in a timely manner, CITY shall 6 assign to AUTHORITY its rights to rearrange or relocate said public utility under State law, or the 7 pertinent agreement or recorded instrument that CITY has with the public utility. CITY shall cooperate 8 with the AUTHORITY, provide assistance to the AUTHORITY as needed, and join with the 9 AUTHORITY as a party in the prosecution or defense of the CITY's and the AUTHORITY's rights 10 under the laws of the State of California to cause such rearrangements or relocations. Wherever 11 possible, any rearrangement or relocation of a public utility shall be made to an area covered by State 12 or local franchises or laws. All conditions of this clause shall be subject to utility agreements which 13 are separate from and outside of this Agreement. 14 J. To agree to take ownership of property acquired by AUTHORITY for PROJECT, and 15 which is necessary for CITY FACILITIES upon completion of the CITY FACILITIES, and title to such right - 16 of -way having been acquired by AUTHORITY. Conveyance of such property to the CITY shall be 17 completed through an executed Property Transfer Agreement with AUTHORITY. AUTHORITY shall 18 convey such property in a condition acceptable to CITY and in accordance with CALTRANS Right of Way 19 Manual. 20 K. To accept operation and maintenance of the CITY FACILITIES, or portion thereof, upon 21 their acceptance by AUTHORITY, and based upon the AUTHORITY's written certification that the 22 AUTHORITY has complied with all terms of the Agreement. The acceptance of the CITY FACILITIES 23 and written certification shall not unreasonably be withheld. CITY acknowledges that CITY FACILITIES 24 may be completed at different times and accepted in different stages of PROJECT. 25 L. In the event CITY requests additional CITY FACILITY improvements to be incorporated 26 into PROJECT after release of the RFP, CITY shall be solely responsible for all costs and expenses Page 11 of 18 COOPERATIVE AGREEMENT NO. C-6-1126 1 related thereto, including: 1) the costs incurred to incorporate the improvements into the PROJECT's 2 scope of work; 2) additional design, construction and oversight costs arising from or associated with 3 the improvements, including change orders related thereto; 3) additional operations and maintenance 4 costs arising from or associated with the improvements, including change orders related thereto; and 5 4) costs associated with any impact on the design and construction schedule associated with the 6 improvements, including any associated PROJECT delay costs and damages. This is not intended 7 to eliminate mitigations for required PROJECT changes identified during construction. 8 AUTHORITY, at its sole discretion, may agree to incorporate such CITY FACILITY improvements, 9 via an amendment to this Agreement, identifying the CITY FACILITY improvements, estimated costs, 10 and funding sources from CITY for these improvements. 11 M. To submit monthly invoices to AUTHORITY for work completed and actual costs incurred 12 by CITY for CITY SERVICES, pursuant to ARTICLE 5. REQUEST FOR REIMBURSEMENT. CITY shall 13 submit final invoice no later than ninety (90) days after final acceptance of PROJECT. Any costs in 14 excess of the amounts specified herein shall not be incurred without a written amendment to this 15 Agreement. 16 ARTICLE 5. REQUEST FOR REIMBURSEMENT 17 In order for CITY to be reimbursed for incurred costs relative to PROJECT, CITY agrees: 18 A. To prepare and submit to AUTHORITY a monthly invoice with supporting 19 documentation. CITY's invoice shall include allowable PROJECT costs incurred and paid for by CITY. 20 The invoice submitted by CITY shall be signed by an authorized agent who can duly certify the 21 accuracy of the included information. 22 B. The invoice shall be submitted on CITY's letterhead. 23 C. The invoice shall be submitted by CITY, and in duplicate, to AUTHORITY's Accounts 24 Payable Office. Each invoice shall include the following information: 25 1. Agreement Number C-6-1126 26 2. The total of PROJECT expenditures shall specify the percent and amount of funds Page 12 of 18 COOPERATIVE AGREEMENT NO. C-6-1126 1 to be reimbursed, and include support documentation for all expenses invoiced. In the event there are 2 impacts to CITY street pavements, the one-time, lump sum amount for reimbursement of pavement 3 mitigation, will be exclude from this requirement. 4 3. Adequate detail describing all work completed. In the event there is pavement 5 mitigation, this detailed description will not be required. 6 4. Such other information as requested by AUTHORITY. 7 D. To consult with AUTHORITY's PROJECT Manager for questions regarding non - 8 reimbursable expenses. 9 E. That total payments shall not exceed the maximum obligation specified in ARTICLE 7. 10 MAXIMUM OBLIGATION. 11 ARTICLE G. DELEGATED AUTHORITY 12 The actions required to be taken by CITY in the implementation of this Agreement are delegated 13 to its CITY Public Works Director, or designee, and the actions required to be taken by AUTHORITY in 14 the implementation of this Agreement are delegated to AUTHORITY's Chief Executive Officer or 15 designee. 16 ARTICLE 7. MAXIMUM OBLIGATION 17 Notwithstanding any provisions of this Agreement to the contrary, AUTHORITY and CITY 18 mutually agree that AUTHORITY's maximum cumulative payment obligation hereunder shall be One 19 Hundred Twenty Thousand Six Hundred Dollars ($120,600) unless agreed to and amended by both 20 Parties. In the event it is determined that pavement mitigation is required, AUTHORITY's maximum 21 cumulative obligation for pavement mitigation shall be addressed in a future amendment to this 22 Agreement 23 ARTICLE 8. AUDIT AND INSPECTION 24 AUTHORITY and CITY shall maintain a complete set of records in accordance with generally 25 accepted accounting principles. Upon reasonable notice, CITY shall permit the authorized 26 representatives of the AUTHORITY to inspect and audit all work, materials, payroll, books, accounts, and Page 13 of 18 COOPERATIVE AGREEMENT NO. C-6-1126 1 other data and records of CITY for a period of four (4) years after final payment, or until any on-going 2 audit is completed. For purposes of audit, the date of completion of this Agreement shall be the date of 3 AUTHORITY's payment of CITY's final billing (so noted on the invoice) under this Agreement. 4 AUTHORITY shall have the right to reproduce any such books, records, and accounts. The above 5 provision with respect to audits shall extend to and/or be included in contracts with CITY's contractor or 6 consultant. 7 ARTICLE 9. INDEMNIFICATION 8 A. To the fullest extent permitted by law, CITY shall defend (at CITY's sole cost and expense 9 with legal counsel reasonably acceptable to AUTHORITY), indemnify, protect, and hold harmless 10 AUTHORITY, its officers, directors, employees, and agents (collectively the "Indemnified Parties"), from 11 and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration 12 awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and 13 attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of 14 persons (CITY's employees included), for damage to property, including property owned by AUTHORITY, 15 or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent 16 acts, omissions or willful misconduct of CITY, its officers, directors, employees or agents in connection 17 with or arising out of the performance of this Agreement. 18 B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole 19 cost and expense with legal counsel reasonably acceptable to CITY), indemnify, protect, and hold 20 harmless CITY, its officers, directors, employees, and agents (collectively the "Indemnified Parties"), from 21 and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration 22 awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and 23 attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of 24 persons (AUTHORITY's employees included), for damage to property, including property owned by CITY, 25 or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent 26 acts, omissions or willful misconduct of AUTHORITY, its officers, directors, employees or agents in Page 14 of 18 COOPERATIVE AGREEMENT NO. C-6-1126 1 connection with or arising out of the performance of this Agreement. 2 C. The indemnification and defense obligations of this Agreement shall survive its expiration 3 or termination. 4 ARTICLE 10. ADDITIONAL PROVISIONS 5 A. Term of Agreement: The term of this Agreement shall be in full force and effect through 6 April 30, 2023. 7 B. Termination: In the event either Party defaults in the performance of its obligations under 8 this Agreement or breaches any of the provisions of this Agreement, the non-defaulting Party shall provide 9 written notice to the defaulting Party to cure such default within 30 days of such default. If the default 10 cannot be cured within such time, as determined by the non-defaulting Party, then the defaulting Party 11 shall have such additional time as provided in the written notice or such time as the Parties may otherwise 12 agree in writing. In any event, the non-defaulting Party shall promptly take such actions as are reasonably 13 necessary to cure the default. If the default or breach is material and not cured within the time provided 14 herein, either Party has the option, in addition to any other remedies available at law, to terminate this 15 Agreement upon thirty (30) days' prior written notice to the other Party. 16 C. Compliance with All Laws: AUTHORITY and CITY shall comply with all applicable federal, 17 state, and local laws, statues, ordinances and regulations of any governmental authority having 18 jurisdiction over the PROJECT. 19 D. Legal Authority: AUTHORITY and CITY hereto warrants that the persons executing this 20 Agreement are authorized to execute this Agreement on behalf of said Parties and that by so executing 21 this Agreement, the Parties hereto are formally bound to the provisions of this Agreement. 22 E. Severability: If any term, provision, covenant or condition of this Agreement is held to be 23 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the 24 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or 25 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 26 F. Counterparts of Agreement: This Agreement may be executed and delivered in any Page 15 of 18 COOPERATIVE AGREEMENT NO. C-6-1126 1 number of counterparts, each of which, when executed and delivered shall be deemed an original and all 2 of which together shall constitute the same agreement. Facsimile signatures will be permitted. 3 G. Force Majeure: Either Party shall be excused from performing its obligations under this 4 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable 5 cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God; 6 commandeering of material, products, plants orfacilities by the federal, state or local government; national 7 fuel shortage; or a material act or omission by the other Party; when satisfactory evidence of such cause 8 is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond 9 the control and is not due to the fault or negligence of the Party not performing. 10 H. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or 11 authority hereunder may be assigned in whole or in part by either Party without the prior written consent 12 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed 13 void and of no force and effect. Consent to one assignment shall not be deemed consent to any 14 subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. 15 I. Governing Law: The laws of the State of California and applicable local and federal laws, 16 regulations and guidelines shall govern this Agreement. 17 J. Litigation fees: In the event that either Party to this Agreement shall commence any legal 18 or equitable action to enforce or interpret this Agreement, the prevailing Party shall be entitled to recover 19 its costs of suit, including reasonable costs and attorney's fees as determined by the court. 20 K. Notices: Any notices, requests, or demands made between the Parties pursuant to this 21 Agreement are to be directed as follows: 22 I 23 / 24 / 25 f 26 1 Page 16 of 18 11 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 COOPERATIVE AGREEMENT NO. C-6-1126 To CITY To AUTHORITY City of Seal Beach Orange County Transportation Authority Public Works Department 211 Eighth Street Seal Beach, CA 90740 550 South Main Street P.O. Box 14184 Orange, CA 92863-1584 Attention: Jim Basham Interim Director of Public Works Attention: Ms. Ream Hashem Principal Contract Administrator Tel: (562) 431-2527, ext. 1313 Tel: (714) 560-5446 Email: jbasham@sealbeachca.gov Email: rhashem@octa.net Page 17 of 18 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 COOPERATIVE AGREEMENT NO. C-6-1126 This Agreement shall be made effective upon execution by both Parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-6-1126 to be executed on the date first above written. CITY OF SEAL BEACH ORANGE COUNTY TRANSPORTATION AUTHORITY By: �/r� fid° � —' ,f`zj By: Sandra Massa-Lavitt Darrell Johnson Mayor Chief Executive Officer ATTEST: APPROVED AS TO FORM: = ,�Twllaill "�t��iia lin Roberts ii-•ENDED, Jim Basham v Interim Public Works Director APPROVE AS TO ORM r By: r Steele City Attorney Dated: �/'3. C' % 1 L a / General Counsel APPROVAL RECOMMENDED: 0 Dated: Jim Bell, P.E. Executive Director, Capital Programs Attachment: Schedule A - Reimbursement Schedule for Combined City Services Page 18 of 18 § & D O w _ U n \ § w \ � \ ){ §§CD , ) � L6 Ld co / 402 z _ j /\ 2 \�§ F- ) E \k\ § \> § (;O \ 2 \ ) L I _] § )(L2 (D � /)k \{\ - - > — _ [f%co - # C \ - _ : /{0 ( 3 { j \ \ \ 0 ) ORANGE COUNTY TRANSPORTATION AUTHORITY PRELIMINARY ENGINEERING AGREEMENT DISTRICT COUNTY ROUTE POST MILE EA PR07ECT ID 9.3-24.2 12 Orange 1-405 12- 1200000180 OH 1000 FEDERAL AID NUMBER OWNER'S PLAN NUMBER HPLULN-6071(043) N/A FEDERAL PARTICIPATION On the project ® YES ❑ NO On the Utilities ❑ YES ® NO PRELIMINARY ENGINEERING AGREEMENT NO. UK100002 DATE The Orange County Transportation Authority (OCTA) in cooperation with the California Project under which Caltrans will provide Proiect oversight and upon completion of the Project. Caltrans will continue to own and maintain the I-405. City of Seal Beach Hereinafter referred to as "OWNER". owns and maintains • 10" Sewer in 22" Steel Casing, SB -51181 • 18" Sewer in 33" Concrete Casing, SB -52097 within the limits of the OCTA Project which requires preliminary relocation plans to accommodate OCTA's Project. It is hereby mutually agreed between OCTA and OWNER as follows: I. WORK TO BE PERFORMED In accordance with Notice to Owner No.SB-S 1181 and SB -52097 dated June 1, 2016, OWNER shall prepare their relocation plans. Any revision to the OWNER's plan described above, after approval by the OCTA, shall be agreed upon by both parties hereto under a Revised Notice to Owner. Such Revised Notices to Owner, approved by the OCTA and 13.07 - 2 (REV 7/2005) agreed to/acknowledged by the OWNER, will constitute an approved revision of the OWNER's plan described above and are hereby made a part hereof. No redesign or additional engineering, after approval by OCTA, shall commence prior to written execution by the OWNER of the Revised Notice to Owner and may require an amendment to this Agreement in addition to the revised Notice to Owner. 04-05-2016 PRELIMINARY ENGINEERING AGREEMENT II. LIABILITY FOR WORK Page 2 of PRELIMINARY ENGINEERING AGREEMENT NO. The existing facilities are lawfully maintained in their present location and qualify for relocation at OCTA expense under the provisions of Section 703 of the Streets and Highways Code. III. PERFORMANCE OF WORK Engineering services for preliminary engineering utility relocation activities and studies are to be furnished by the consulting engineering firm on a fee basis previously approved by OCTA. Cost principles for determining the reasonableness and allowability of consultant costs shall be determined in accordance with 48 CFR, Chapter 1, Part 31; 23 CFR, Chapter 1, Part 645; and OMB Circular A-87, as applicable. Engineering services for preliminary engineering are to be furnished by the Utility Owner and approved by OCTA. Cost principles for determining the reasonableness and allowability of OWNER's costs shall be determined in accordance with 48 CFR, Chapter 1, Part 31; 23 CFR, Chapter 1, Part 645; and 18 CFR, Chapter 1, Parts 101, 201 and OMB Circular A-87, as applicable. Use of out-of-state personnel (or personnel requiring lodging and meal "per diem" expenses) will not be allowed without prior written authorization by OCTA's representative. Requests for such authorization must be contained in OWNER's estimate of actual and necessary relocation costs. Accounting Form FA -1301 is to be completed and submitted for all non - State personnel travel per diem. OWNER shall include an explanation why local employee or contract labor is not considered adequate for the relocation work proposed. Per Diem expenses shall not exceed the per diem expense amounts allowed under the State's Department of Personnel Administration travel expense guidelines. Work performed directly by OWNER's employees falls within the exception of Labor Code Section 1771 and is not subject to prevailing wages. OWNER shall verify compliance with this requirement in the administration of its contracts referenced above. IV. PAYMENT FOR WORK The initial, estimated cost of the Owner's preliminary engineering is Thirty -Two Thousand, Five Hundred Dollars ($32,500.00). Final actual costs may be more or less than such estimate, which will not be construed as a limitation of costs for the preliminary engineering. OCTA shall pay its share of the actual and necessary cost of the herein described work within 45 days after receipt of OWNER's itemized bill, signed by a responsible official of OWNER's organization and prepared on OWNER's letterhead, compiled on the basis of the actual and necessary cost and expense. The OWNER shall maintain records of the actual costs incurred and charged or allocated to the project in accordance with recognized accounting principles. PRELIMINARY ENGINEERING AGREEMENT Page 3 of 6 Y ENGINEERING AGREEMENT N0. UK100002 It is understood and agreed that OCTAwill not pay for any betterment or increase in capacity of OWNER's facilities in the new location and that OWNER shall give credit to OCTAretained or sold by OWNER. Not more frequently than once a month, but at least quarterly, OWNER will prepare and submit itemized progress bills for costs incurred, not to exceed OWNER's recorded costs as of the billing date less estimated credits applicable to completed work. Payment of progress bills, not to exceed the amount of this Agreement, may be made under the terms of this Agreement. Payment of progress bills which exceed the amount of this Agreement may be made after receipt and approval by OCTA of documentation supporting the cost increase and after an Amendment to this Agreement has been executed by the parties to it. The OWNER shall submit a final bill to OCTA within 360 days after the completion of the work described in Section I above. If OCTA has not received a final bill within 360 days after notification of completion of OWNER's work described in Section I of this Agreement, and OCTA has delivered to OWNER fully executed Director's Deeds, Consents to Common Use or Joint Use Agreements for OWNER's facilities (if required), OCTA will provide written notification to OWNER of its intent to close its file within 30 days. OWNER hereby acknowledges, to the extent allowed by law, that all remaining costs will be deemed to have been abandoned. If OCTA processes a final bill for payment more than 360 days after notification of completion of OWNER's work, payment of the late bill may be subject to allocation and/or approval by OCTA. The final billing shall be in the form of an itemized statement of the total costs charged to the project, less the credits provided for in this Agreement, and less any amounts covered by progress billings. However, OCTA shall not pay final bills which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the OWNER and approval of documentation by OCTA. Except, if the final bill exceeds the OWNER's estimated costs solely as the result of a revised Notice to Owner as provided for in Section I, a copy of said revised Notice to Owner shall suffice as documentation. In either case, payment of the amount over.the estimated cost of this Agreement may be subject to allocation and/or approval by OCTA. In any event if the final bill exceeds 125% of the estimated cost of this Agreement, an Amended Agreement shall be executed by the parties to this Agreement prior to the payment of the OWNER'S final bill. Any and all increases in costs that are the direct result of deviations from the work described in Section I of this Agreement shall have the prior concurrence of OCTA. Detailed records from which the billing is compiled shall be retained by owner for a period of three years from the date of final payment and will be available for audit by OCTA, State and/or Federal auditors. In performing work under this Agreement, owner agrees to comply with the Uniform System of Accounts for Public Utilities found at 18 CFR Part 101, 201, et ah, and, to the extent they are applicable to owner doing work on the project that is the PRELIMINARY ENGINEERING AGREEMENT Page 4 of 6 PRELIMINARY ENGINEERING AGREEMENT NO. subject of this agreement, the contract cost principles and procedures as set forth in 48 CFR, Chapter 1, Part 31, et seq., 23 CFR, Chapter 1, Part 645, and 2 CFR Part 200 et al. If a subsequent OCTA, State and/or Federal audit determines payments to be unallowable, owner agrees to reimburse agency upon receipt of agency billing. If OWNER is subject to repayment due to failure by OCTA to comply with applicable laws, regulations, and ordinances then OCTA will ensure that OWNER is compensated for actual cost in performing work under this agreement. V. GENERAL CONDITIONS All costs accrued by OWNER as a result of OCTA's request of March 10, 2015 (SB -51181) and April 13, 2016 (SB -52097) to review, study and/or prepare relocation plans and estimates for the project associated with this Agreement may be billed pursuant to the terms and conditions of this Agreement. If OCTA's project which precipitated this Agreement is canceled or modified so as to eliminate the necessity of work by OWNER, OCTA will notify OWNER in writing and OCTA reserves the right to terminate this Agreement by Amendment. The Amendment shall provide mutually acceptable terms and conditions for terminating the Agreement. Such terms will include OCTA's agreement to pay all costs incurred by Owner in its performance of preliminary engineering and study work upon the submissions of invoices. OWNER shall submit a Notice of Completion to OCTA within 30 days of the completion of the work described herein. It is understood that said highway is a Federal aid highway and accordingly, 23 CFR, Chapter 1, Part 645 is hereby incorporated into this Agreement. In addition, the provisions of 23 CFR 635.410, Buy America, are also incorporated into this agreement. The Buy America requirements are further specified in Moving Ahead for progress in the 21" Century (MAP -21), section 1518; 23 CFR 635.410 requires that all manufacturing processes have occurred in the United States for steel and iron products (including the application of coatings) installed on a project receiving funding from the FHWA. This Agreement is for preliminary design and as such, OCTA represents and warrants that this Agreement is not subject to 23 CFR 635.410, the Buy America provisions. It is expressly understood by the Parties that Owner is not, in executing this Agreement, abandoning any pre-existing right, title or interest it may have in any land or facilities, all such rights, title and interest being expressly reserved. The terms of this Agreement shall be binding and inure to the benefits of the Parties hereto. PRELIMINARY ENGINEERING AGREEMENT Page 5 of G PRELIMINARY ENGINEERING AGREEMENT NO. THE ESTIMATED COSTS TO THE OWNER FOR ITS SHARE OF THE ABOVE DESCRIBED WORK IS $32,500. Signatures on Following Page PRELIMINARY ENGINEERING AGREEMENT SIGNATURE PAGE TO PRELIMINARY ENGINEERING AGREEMENT NO. UK100002 Page 6 of 6 IN WITNESS WHEREOF, the above parties have executed this Agreement on the dates below. Owner: CITY OF SEAL BEACH APPROVED Title: U.Ingram City Manager Date: 14� APP ROV S ORM: By: Title: Craig A. Steele City Attorney ORANGE COUNTY TRANSPORTATION AUTHORITY, a public entity APPROVED M Jim Beil Executive Director, Capital Programs Date: APPROVED AS TO FORM: M Date: b r Sol f p Date: James M. Donich General Counsel ORANGE COUNTY TRANSPORTATION AUTHORITY PRELIMINARY ENGINEERING AGREEMENT DISTRICT COUNTY ROUTE POST MILE EA PROJECT ID 9.3-24.2 12 Orange 1-405 12- 1200000180 OH1000 FEDERAL AID NUMBER OWNER'S PLAN NUMBER HPLULN-6071(043) N/A FEDERAL PARTICIPATION On the project ® YES ❑ NO On the Utilities ❑ YES ® NO PRELIMINARY ENGINEERING AGREEMENT NO. UK100001 DATE The Oramte Countv Transportation Authoritv (OCTA) in cooperation with the California Department of Transportation ("Caltrans") is proposingto o improve Interstate 405 between State Route 73 and Interstate 605 (Project). OCTA and Caltrans have entered into a Cooperative Agreement relating to the Proiect under which Caltrans will nrovide Proiect oversight and unon completion of the Proiect. Caltrans will continue to own and maintain the I-405 City of Seal Beach Hereinafter referred to as "OWNER", owns and maintains • 12 inch ACP Crossing the I-405, SB -W4063 • 12 inch WSP within Bolsa Chica Channel east side, SB -W4036 within the limits of the OCTA Project which requires preliminary relocation plans to accommodate OCTA's Project. It is hereby mutually agreed between OCTA and OWNER as follows: I. WORK TO BE PERFORMED In accordance with the Notice to Owner No. SB -W4063 and SB -W4036 dated June 1, 2016, Owner shall prepare preliminary engineering utility relocation studies for the utility relocation work on the following Design Build project: Interstate 405 between State Route 73 and Interstate 605 Project). Any revision to the Owner's preliminary engineering studies, after approval by OCTA shall be agreed upon by both parties hereto under a Revised Notice to Owner. Such Revised Notices to Owner, approved by OCTA and agreed to/acknowledged by the OWNER, will constitute an approval revision of the OWNER's preliminary engineering studies described above and are hereby made a part hereof. No redesign or additional engineering, after approval by OCTA, shall commence prior to written execution by the OWNER of the Revised Notice to Owner and may require an amendment to this agreement in addition to the Notice to Owner. 04-05-2016 PRELIMINARY ENGINEERING AGREEMENT II. LIABILITY FOR WORK Page 2 of 6 PRELITAWARY ENGINEERING AGREEMENT NO. OCTA shall pay all actual preliminary engineering utility relocation studies expenses for utility studies according to the Pilot Program approved by the Department of Transportation on the Design Build project in the letter dated October 27, 2015. III. PERFORMANCE OF WORK Engineering services for preliminary engineering utility relocation activities and studies are to be furnished by the consulting engineering firm on a fee basis previously approved by OCTA. Cost principles for determining the reasonableness and allowability of consultant costs shall be determined in accordance with 48 CFR, Chapter 1, Part 31; 23 CFR, Chapter 1, Part 645; and OMB Circular A-87, as applicable. Engineering services for preliminary engineering are to be furnished by the Utility Owner and approved by OCTA. Cost principles for determining the reasonableness and allowability of OWNER'S costs shall be determined in accordance with 48 CFR, Chapter 1, Part 31; 23 CFR, Chapter 1, Part 645; and 18 CFR, Chapter 1, Parts 101, 201 and OMB Circular A-87, as applicable. Use of out-of-state personnel (or personnel requiring lodging and meal "per diem" expenses) will not be allowed without prior written authorization by OCTA's representative. Requests for such authorization must be contained in OWNER'S estimate of actual and necessary relocation costs. Accounting Form FA -1301 is to be completed and submitted for all non - State personnel travel per diem. OWNER shall include an explanation why local employee or contract labor is not considered adequate for the relocation work proposed. Per Diem expenses shall not exceed the per diem expense amounts allowed under the State's Department of Personnel Administration travel expense guidelines. Work performed directly by Owner's employees falls within the exception of Labor Code Section 1771 and is not subject to prevailing wages. OWNER shall verify compliance with this requirement in the administration of its contracts referenced above. IV. PAYMENT FOR WORK The initial, estimated cost of the Owner's preliminary engineering is Thirty -Two Thousand, Five Hundred Dollars ($32,500.00). Final actual costs may be more or less than such estimate, which will not be construed as a limitation of costs for the preliminary engineering. OCTA shall pay its share of the actual and necessary cost of the herein described work within 45 days after receipt of OWNER'S itemized bill, signed by a responsible official of OWNER's organization and prepared on OWNER'S letterhead, compiled on the basis of the actual and necessary cost and expense incurred and charged or allocated to said work in accordance with the uniform system of accounts prescribed for OWNER by the California PRELIMINARY ENGINEERING AGREEMENT Page 3 of 6 Public Utilities Commission, Federal Energy Regulatory Commission or Federal Communications Commission, whichever is applicable. It is understood and agreed that OCTA will not pay for any betterment or increase in capacity of OWNER's facilities in the new location and that OWNER shall give credit to OCTA for the accrued depreciation of the replaced facilities and for the salvage value of any material or parts salvaged and retained or sold by OWNER. Not more frequently than once a month, but at least quarterly, OWNER will prepare and submit itemized progress bills for costs incurred, not to exceed OWNER's recorded costs as of the billing date less estimated credits applicable to completed work. Payment of progress bills, not to exceed the amount of this Agreement, may be made under the terms of this Agreement. Payment of progress bills which exceed the amount of this Agreement may be made after receipt and approval by OCTA of documentation supporting the cost increase and after an Amendment to this Agreement has been executed by the parties to it. The OWNER shall submit a final bill to OCTA within 360 days after the completion of the work described in Section I above. If OCTA has not received a final bill within 360 days after notification of completion of OWNER's work described in Section I of this Agreement, and OCTA has delivered to OWNER fully executed Director's Deeds, Consents to Common Use or Joint Use Agreements for OWNER's facilities (if required), OCTA will provide written notification to OWNER of its intent to close its file within 30 days. OWNER hereby acknowledges, to the extent allowed by law, that all remaining costs will be deemed to have been abandoned. If OCTA processes a final bill for payment more than 360 days after notification of completion of OWNER's work, payment of the late bill may be subject to allocation and/or approval by OCTA. The final billing shall be in the form of an itemized statement of the total costs charged to the project, less the credits provided for in this Agreement, and less any amounts covered by progress billings. However, OCTA shall not pay final bills which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the OWNER and approval of documentation by OCTA. Except, if the final bill exceeds the OWNER's estimated costs solely as the result of a revised Notice to Owner as provided for in Section I, a copy of said revised Notice to Owner shall suffice as documentation. In either case, payment of the amount over the estimated cost of this Agreement may be subject to allocation and/or approval by OCTA. In any event if the final bill exceeds 125% of the estimated cost of this Agreement, an Amended Agreement shall be executed by the parties to this Agreement prior to the payment of the OWNER'S final bill. Any and all increases in costs that are the direct result of deviations from the work described in Section I of this Agreement shall have the prior concurrence of OCTA. Detailed records from which the billing is compiled shall be retained by owner for a period of three years from the date of final payment and will be available for audit by State and/or PRELIMINARY ENGINEERING AGREEMENT PRELIMINARY ENGINEERING Page 4 of 6 Federal auditors. In performing work under this Agreement, owner agrees to comply with the Uniform System of Accounts for Public Utilities found at 18 CFR Part 101, 201, et ah, and, to the extent they are applicable to owner doing work on the project that is the subject of this agreement, the contract cost principles and procedures as set forth in 48 CFR, Chapter 1, Part 31, et seq., 23 CFR, Chapter 1, Part 645, and 2 CFR Part 200 et al. If a subsequent State and/or Federal audit determines payments to be unallowable, owner agrees to reimburse agency upon receipt of agency billing. If owner is subject to repayment due to failure by State/Local Public Agency (LPA) to comply with applicable laws, regulations, and ordinances then State/LPA will ensure that owner is compensated for actual cost in performing work under this agreement. V. GENERAL CONDITIONS All costs accrued by OWNER as a result of OCTA's request of March 6, 2015 (SB -W4063) and March 10, 2015 (SB -W4036) to review, study and/or prepare relocation plans and estimates for the project associated with this Agreement may be billed pursuant to the terms and conditions of this Agreement. If OCTA's project which precipitated this Agreement is canceled or modified so as to eliminate the necessity of work by OWNER, OCTA will notify OWNER in writing and OCTA reserves the right to terminate this Agreement by Amendment. The Amendment shall provide mutually acceptable terms and conditions for terminating the Agreement. Such terms will include OCTA's agreement to pay all costs incurred by Owner in its performance of preliminary engineering and study work upon the submissions of invoices. OWNER shall submit a Notice of Completion to OCTA within 30 days of the completion of the work described herein. It is understood that said highway is a Federal aid highway and accordingly, 23 CFR, Chapter 1, Part 645 is hereby incorporated into this Agreement. In addition, the provisions of 23 CFR 635.410, Buy America, are also incorporated into this agreement. The Buy America requirements are further specified in Moving Ahead for progress in the 21" Century (MAP -21), section 1518; 23 CFR 635.410 requires that all manufacturing processes have occurred in the United States for steel and iron products (including the application of coatings) installed on a project receiving funding from the FHWA. This Agreement is for preliminary design and as such, OCTA represents and warrants that this Agreement is not subject to 23 CFR 635.410, the Buy America provisions. It is expressly understood by the Parties that Owner is not, in executing this Agreement, abandoning any pre-existing right, title or interest it may have in any land or facilities, all such rights, title and interest being expressly reserved. PRELIMINARY ENGINEERING AGREEMENT PRELIMINARY Page 5 of 6 The terms of this Agreement shall be binding and inure to the benefits of the Parties hereto. THE ESTIMATED COSTS TO THE OWNER FOR ITS SHARE OF THE ABOVE DESCRIBED WORK IS $32,500. Signatures on Following Page PRELIMINARY ENGINEERING AGREEMENT SIGNATURE PAGE TO PRELIMINARY ENGINEERING AGREEMENT NO. UK100001 Page 6 of IN WITNESS WHEREOF, the above parties have executed this Agreement on the dates below. Owner: CITY OF SEAL BEACH APPROVED By: 9�Al iY� Title: Jil Ingram City Manager Date: 111116 APPROVED O F By: Title: CrAig A. tteeie City Attorney Date: � �0 //� ORANGE COUNTY TRANSPORTATION AUTHORITY, a public entity APPROVED in Jim Beil Executive Director, Capital Programs Date: APPROVED AS TO FORM: By: James M. Donich General Counsel Date: PROOF OF PUBLICATION (2015.5 C.C.P.) STATE OF CALIFORNIA, County of Orange I am a citizen of the United States and a resident of the county afore- said; I am over the age of eighteen years, and not a party to or inter- ested in the above -entitled matter. I am the principal clerk of the printer of the SEAL BEACH SUN, a newspaper of general circulation, printed and published weekly in the City of Sea] Beach, County of Orange and which newspaper has been adjudged a newspaper of general circulation by the Superior Court of the County of Orange, State of California, under the date of 2/24/75. Case Number A82583; that the notice of which the annexed is a printed copy (set in type not smaller than nonpareil), has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to -wit: 1'1n f r all in the y6r 2016. I certify (or declare) under penalty of perjury that the foregoing is true and correct. Dated at Seal Beach, C� day of �jX,� 2016. 1 , 14 1 \`c Signature PUBLICATION PROCESSED BY: THE SEAL BEACH SUN 216 Main Street Seal Beach, CA 90740 (562)430-7555 This space is for the County Clerk's Filing Sta p G3EMYED JUN 13 2016 CITY CLERK CITY OF SEAL BEACH Proof of Publication of .................0............................. ............................................... PROOF OF PUBLICATION (2015.5 C.C.P.) STATE OF CALIFORNIA, County of Orange I am a citizen of the United States and a resident of the county afore- said; I am over the age of eighteen years, and not a party to or inter- ested in the above -entitled matter. I am the principal clerk of the printer of the SEAL BEACH SUN, a newspaper of general circulation, printed and published weekly in the City of Seal Beach, County of Orange and which newspaper has been adjudged a newspaper of general circulation by the Superior Court of the County of Orange, State of California, under the date of Q/24/75. Case Number A82583; that the notice of which the annexed is a printed copy (set in type not smaller than nonpareil), has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to -wit: all in the year 2016 I certify (or declare) under penalty of perjury that the foregoing is true and correct. Dated at Seal Beach, CA, �7day of �I 2016. 6 t' Signature PUBLICATION PROCESSED BY: THE SEAL BEACH SUN 216 Main Street Seal Beach, CA 90740 (562) 430-7555 This space is for the County Clerk's Filing Stamp JUL 15 2016 CITY CLERK C!1Y OF 5[7 FEfi�!i Proof of Publication of N««IINNI«INIIIIIIIINIIIIN.NIIINIIIII RESOLUTION NUMBER 6664 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING COOPERATIVE AGREEMENT NO. C-6-1126 AND PRELIMINARY ENGINEERING AGREEMENT NOS. UK100002 AND UK100001 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITY OF SEAL BEACH AND REVISIONS TO THE I-405 IMPROVEMENT FREEWAY AGREEMENT WHEREAS, Orange County Transportation Authority (OCTA), in cooperation and partnership with Caltrans, is proposing to reduce congestion and improve lane continuity through the I-405 corridor with improvements to mainline and interchanges on 1-405 between State Route 73 and Interstate 605; and WHEREAS, OCTA, in cooperation and partnership with the Caltrans, is requesting the City of Seal Beach to enter into Cooperative Agreement No. C-6- 1126 which defines the specific terms, conditions, and funding responsibilities between the OCTA and City of Seal Beach; and WHEREAS, OCTA, in cooperation and partnership with the Caltrans, is requesting the City of Seal Beach to enter into a Preliminary Engineering Agreement Nos. UK100002 and UK100001 to fully reimburse the City of any and all time associated with, but not limited to, reviewing, preparing, approving and finalizing water and sewer utility relocation plans for the above 1-405 improvement project; and WHEREAS, the City of Seal Beach and the State of California have heretofore entered in a Freeway Agreement dated November 1, 1962 between t the Seal Beach City Limit at Bolsa Chica Road to 1/3 mile west of Los Alamitos Boulevard, and July 10,1978, relating to the improvements on Interstate 405 (1- 405) In the City of Seal Beach on route 22 for the portions between the Los Angeles/Orange County Line and the City Limit at Bolsa Chica Road, On Route 405 between the City Limit at Bolsa Chica Road and the Los Alamitos -City Limit near the San Gabriel River, On Route 605 between Route 22 and the Los Alamitos City Limit near the San Gabriel River, and WHEREAS, it is the mutual desire of the parties hereto to enter into a new Freeway Agreement in accordance with the revised plan of said Freeway, and EXHIIBIT A listing the access points from the 1-405 into the City of Seal Beach; and WHEREAS, this Freeway Agreement amends that portion of said Freeway Agreement dated July 10, 1978, from in the City of Seal Beach on route 22 for the portions between the Los Angeles/Orange County Line and the City Limit at Bolsa Chica Road, On Route 405 between the City Limit at Bolsa Chica Road and the Los Alamitos -City Limit near the San Gabriel River, On Route 605 between Route 22 and the Los Alamitos City Limit near the San Gabriel River; and WHEREAS, the City Council has read said Agreements in full and is familiar with the contents thereof; and WHEREAS, on June 27, 2016, the City Council held a duly -noticed public hearing in compliance with Streets and Highways Code Section 100.22. NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: Section 1. Cooperative Agreement No. C-6-1126 is hereby approved and the Mayor and City Clerk are directed to sign and attest the same on behalf of said City. Section 2. Preliminary Engineering Agreement Nos. UK100002 and UK100001 is hereby approved and the Mayor and City Clerk are directed to sign and attest the same on behalf of said City. Section 3. Said Freeway Agreement is amended as indicated in Exhibit A and the Mayor and City Clerk are directed to sign the same on behalf of said City, and Agreement to be binding upon the City upon its execution by the authorized officials of the State and OCTA. PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 27" day of June, 2016 by the following vote: AYES: Council Members: NOES: Council Members: ABSENT: Council Members: ABSTAIN: Council Members: Massa-Lavitt, Varipapa, Deaton, Sloan, Miller None None None / Sandra Massa-Lavitt, Mayor a �r�icvr�..'+u rvnrvira � COUNTY OF ORANGE ) SS CITY OF SEAL BEACH 1 I, Robin L. Roberts, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution Number 6664 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 271" day of June, 2016. 11 1 t Trus is to cerwy that the ftepanp is a aue.am col copy �� `s � r . • � lure Doti tP� Office of the City Clerk, Seal Beach, California n