HomeMy WebLinkAboutAGMT - OCTA (C-9-0651-405 HOV Lanes) • •
1 COOPERATIVE AGREEMENT NO. C -9 -0651
2 BETWEEN
3 ORANGE COUNTY TRANSPORTATION AUTHORITY
4 AND
5 CITY OF SEAL BEACH
6 THIS AGREEMENT, is effective this /c'? /4 day of 07:In- . , 20 /0 , by and
7 between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange
8 California 92863 -1584, a public corporation of the State of California (herein referred to as
9 "AUTHORITY ") and the City of Seal Beach, 211 8 Street, Seal Beach, California 90740, a municipal
to corporation, duly organized and existing under the constitution and laws of the State of California
11 (herein referred to as "CITY ").
12 RECITALS:
13 WHEREAS, the AUTHORITY, in cooperation and partnership with the California Department of
14 Transportation (herein referred to as "STATE ") is proposing to implement capacity and operational
15 improvements on the San Diego Freeway (1 -405) that will link High Occupancy Vehicle (HOV) lanes
16 with those on the Garden Grove Freeway (SR -22) and San Gabriel River Freeway (1 -605) to create a
17 seamless HOV connection amongst the three freeways (herein referred to as "PROJECT "); and
18 WHEREAS, the PROJECT will add direct HOV bridge connectors, add an additional HOV lane
19 on 1 -405 between SR -22 and 1 -605, extend HOV lanes on SR -22 to 1-405, extend HOV lanes on 1 -605
20 to 1 -405, demolish and reconstruct over - crossings, reconstruct on -ramps and off - ramps, and other
21 i mprovements; and
22 WHEREAS, AUTHORITY has engaged Parsons Transportation Group Inc. and TRC Solutions
23 Inc. (herein referred to as "CONSULTANT ") to prepare the plans, specifications, and estimate (PS &E)
24 for PROJECT. The final PS &E will be submitted to STATE who will advertise, award, and administer
25 the construction contract for PROJECT. The AUTHORITY, the primary funding agency for PROJECT,
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• • AGREEMENT NO. C -9 -0651 1
1 will continue to manage PROJECT through completion and will require STATE to comply with all
2 applicable requirements contained in this Agreement.
3 WHEREAS, this Cooperative Agreement defines the specific terms, conditions, and funding
4 responsibilities between the AUTHORITY and CITY for completion of final design and construction for
5 PROJECT.
6 WHEREAS, the CITY's City Council approved this Agreement on the 14th day of June, 2010.
7 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as
8 follows:
9 ARTICLE 1. COMPLETE AGREEMENT
10 This Agreement, including any attachments incorporated herein and made applicable
11 by reference, constitutes the complete and exclusive statement of the terms and conditions of this
12 agreement between AUTHORITY and CITY and it supersedes all prior representations,
13 understandings, and communications. The invalidity in whole or in part of any term or condition of
14 this Agreement shall not affect the validity of other terms or conditions.
15 ARTICLE 2. SCOPE OF AGREEMENT
16 This Agreement specifies the roles and responsibilities of the PARTIES as they pertain to the
1 7 subjects and projects addressed herein. Both AUTHORITY and CITY agree that each will cooperate
18 and coordinate with the other in all activities covered by this Agreement and any other supplemental
19 agreements that may be required to facilitate purposes thereof.
20 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
21 AUTHORITY agrees to the following responsibilities for PROJECT:
22 A. To provide staff to manage final engineering design and oversee STATE's
23 construction of PROJECT.
24 B. To oversee right of way acquisition and certification for PROJECT performed by
25 STATE.
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• • AGREEMENT NO. C -9 -0651
1 C. To monitor all PROJECT activities to ensure that the approved PROJECT schedule,
2 quality, and budget goals are met.
3 D. To prepare a Transportation Management Plan (TMP) for CITY review that addresses
4 construction- related impacts to existing CITY street traffic. The TMP will include normal traffic handling
5 requirements during PROJECT construction including staging, lane closures, re- striping, detours, and
6 signalization, and will specify requirements for communicating with the public and local agencies during
7 construction. AUTHORITY will adhere to and will require STATE to adhere to the approved TMP.
8 E. To reimburse CITY for actual costs, within 30 days of receipt of an acceptable invoice,
9 for providing traffic engineering services (including staff overhead and third party traffic signal
10 maintenance service costs contracted out by CITY) and any modifications to streets, intersections,
11 signals, etc. required to address traffic impacts during construction.
12 F. To reimburse CITY for actual costs, within 30 days of receipt of an acceptable invoice,
13 for providing police services for traffic management, as requested by the Project Resident Engineer.
14 G. To reimburse CITY for actual costs, within 30 days of an acceptable invoice, for
15 intermittent deployment of additional police services related to PROJECT traffic management, as
16 determined by CITY. Ongoing deployment of additional police services related to PROJECT traffic
17 management will require prior approval by the Project Resident Engineer.
18 H. CITY will be reimbursed for traffic engineering and police services in an amount not to
19 exceed ONE HUNDRED EIGHTY FIVE THOUSAND DOLLARS ($185,000). This cost will not be
20 exceeded without the prior written amendment to this Agreement, which approval shall not be
21 unreasonably withheld or delayed, it being understood that this amount is an estimate based on the as-
22 needed and sporadic nature of the services and is subject to update.
23 I . To pay CITY a total amount of FIFTY SEVEN THOUSAND DOLLARS ($57,000) as
24 mitigation for CITY street pavements that are determined to need repair due to the long -term signed
25 freeway detours from PROJECT on CITY streets. AUTHORITY will not be obligated to pay for any
26 additional costs beyond this amount for any deterioration of CITY streets due to PROJECT.
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• • AGREEMENT NO. C -9 -0651
1 J. To implement a Public Awareness Campaign (PAC) during PROJECT construction
2 that advises CITY, local businesses, residents, elected officials, motorists, and media, of construction
3 status, street detours, and ramp and freeway closures.
4 ARTICLE 4. RESPONSIBILITIES OF CITY
5 CITY agrees to the following responsibilities for PROJECT:
6 A. To collaborate and cooperate with AUTHORITY and STATE staff, CONSULTANT, and
7 contractors during design and construction of PROJECT.
8 B. To review and concur with the Transportation Management Plan (TMP) prepared by
9 AUTHORITY that addresses construction - related impacts to existing CITY street traffic. The TMP will
10 include normal traffic handling requirements during PROJECT construction including staging, lane
11 closures, restriping, detours, and signalization, and will specify requirements for communicating with the
12 public and local agencies during construction. Concurrence of TMP prepared by AUTHORITY will not
13 be unreasonably withheld.
14 C. To make reasonable efforts to issue no fee permits for work done within CITY
15 jurisdiction within thirty (30) days from request and not cause delay to PROJECT's construction
16 schedule.
17 D. To cooperate with AUTHORITY for the relocation, protection, and construction of utilities
18 within CITY, including any utilities that are the subject of a franchise agreement. However, the CITY
19 does not guarantee performance of its franchisees in connection with relocating utilities.
20 E. To waive any moratorium on the excavation or trenching work on CITY streets that have
21 been recently resurfaced where such excavation or trenching are necessary for PROJECT. However, if
22 a moratorium exists, STATE's contractor will be required to adhere to CITY's Engineer requirements for
23 the removal and replacement of pavement.
24 F. Upon completion and acceptance of work done within CITY jurisdiction, the
25 improvements will be turned over to CITY. CITY will not withhold its acceptance of work due to any
26 unreasonable requirements.
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• • AGREEMENT NO. C -9 -0651
1 G. To submit monthly invoices to AUTHORITY for actual costs incurred by CITY for traffic
2 engineering, traffic signal maintenance, and police services and any modifications to city streets,
3 intersections, signals, etc. to address traffic or other impacts during PROJECT's construction. Any
4 costs in excess of the amount specified herein shall not be incurred without a written amendment to this
5 Agreement. CITY shall submit final invoice no later than ninety (90) days after final acceptance of
6 PROJECT. Invoices for all work performed shall be submitted by CITY on a monthly basis and in
7 duplicate to AUTHORITY's Accounts Payable Office. Each CITY invoice shall include the following
8 information:
9 a. Agreement Number C -9 -0651;
10 b. The time period covered by the invoice;
11 C. Progress Report which includes a detailed description of the progress of
12 PROJECT;
13 d. Total invoice amount; and
14 e. Such other information as requested by AUTHORITY.
15 ARTICLE 5. DELEGATED AUTHORITY
16 The actions required to be taken by CITY in the implementation of this Agreement are
1 7 delegated to its City Manager, or designee, and the actions required to be taken by AUTHORITY in the
18 implementation of this Agreement are delegated to AUTHORITY's Chief Executive Officer.
19 ARTICLE 6. AUDIT AND INSPECTION
20 AUTHORITY and CITY shall maintain a complete set of records in accordance with generally
21 accepted accounting principles. Upon reasonable notice, AUTHORITY shall permit the authorized
22 representatives of the CITY to inspect and audit all work, materials, payroll, books, accounts, and other
23 data and records of AUTHORITY for a period of four (4) years after final payment, or until any on -going
24 audit is completed. For purposes of audit, the date of completion of this Agreement shall be the date of
25 AUTHORITY's payment of CITY's final billing (so noted on the invoice) under this Agreement.
26 AUTHORITY and CITY shall have the right to reproduce any such books, records, and accounts. The
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• • AGREEMENT NO. C -9 -0651
1 above provision with respect to audits shall extend to and /or be included in contracts with
2 AUTHORITY's contractor(s).
3 ARTICLE 7. INDEMNIFICATION
4 A. CITY shall indemnify, defend and hold harmless AUTHORITY, its officers, directors,
5 employees and agents from and against any and all claims (including attorney's fees and reasonable
6 expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker's
7 compensation subrogation claims, damage to or loss of use of property alleged to be caused by the
8 negligent acts, omissions or willful misconduct by CITY, its officers, directors, employees or agents in
9 connection with or arising out of the performance of this Agreement.
10 B. AUTHORITY shall indemnify, defend and hold harmless CITY, its officers, directors,
11 employees and agents from and against any and all claims (including attorney's fees and reasonable
1 2 expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker's
13 compensation subrogation claims, damage to or loss of use of property alleged to be caused by the
14 negligent acts, omissions or willful misconduct by AUTHORITY, its officers, directors, employees or
15 agents in connection with or arising out of the performance of this Agreement.
16 C. The indemnification and defense obligations of this Agreement shall survive its
17 expiration or termination.
18 ARTICLE 8. ADDITIONAL PROVISIONS
19 The AUTHOROITY and CITY agree to the following mutual responsibilities:
2 0 A. Term of Agreement: This Agreement shall continue in full force and effect through final
21 acceptance of PROJECT by AUTHORITY, or until December 31, 2017 whichever is later. This
22 Agreement may be extended at the mutual consent of both parties.
23 B. Termination: This agreement is null and void if PROJECT is not awarded. However,
24 AUTHORITY agrees to reimburse CITY for any costs incurred up to the official date of notification to
25 CITY that PROJECT will not be awarded.
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• • AGREEMENT NO. C -9 -0651
1 C. AUTHORITY and CITY shall comply with all applicable federal, state, and local laws,
2 statues, ordinances and regulations of any governmental authority having jurisdiction over the
3 PROJECT.
4 D. Legal Authority: AUTHORITY and CITY hereto consent that they are authorized to
5 execute this Agreement on behalf of said parties and that, by so executing this agreement, the parties
6 hereto are formally bound to the provisions of this Agreement.
7 E. Severability: If any term, provision, covenant or condition of this Agreement is held to be
8 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the
9 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or
10 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
11 F. Counterparts of Agreement: This Agreement may be executed and delivered in any
12 number of counterparts, each of which, when executed and delivered shall be deemed an original and
13 all of which together shall constitute the same agreement. Facsimile signatures will be permitted.
14 G. Force Majeure: Either Party shall be excused from performing its obligations under this
15 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable
16 cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God;
1 7 commandeering of material, products, plants or facilities by the federal, state or local government;
18 national fuel shortage; or a material act or omission by the other party; when satisfactory evidence of
19 such cause is presented to the other Party, and provided further that such nonperformance is
20 unforeseeable, beyond the control and is not due to the fault or negligence of the Party not performing.
21 H. Assignment: Neither this Agreement, nor any of the Parties rights, obligations, duties, or
22 authority hereunder may be assigned in whole or in part by either Party without the prior written consent
23 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed
24 void and of no force and effect. Consent to one assignment shall not be deemed consent to any
25 subsequent assignment, nor the waiver of any right to consent to such subsequent assignment.
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• • AGREEMENT NO. C -9 -0651
1 I. Obligations To Comply with Law: Nothing herein shall be deemed nor construed to
2 authorize or require any Party to issue bonds, notes or other evidences of indebtedness under the
3 terms, in amounts, or for purposes other than as authorized by local, state or federal law.
4 J. Governing Law: The laws of the State of California and applicable local and federal
5 laws, regulations and guidelines shall govern this Agreement.
6 K. Litigation fees: Should litigation arise out of this Agreement for the performance thereof,
7 the court shall award costs and expenses, including attorney's fees, to the prevailing party.
8 L. Notices: Any notices, requests, or demands made between the parties
9 pursuant to this Agreement are to be directed as follows:
10 To CITY: To AUTHORITY:
11 City of Seal Beach Orange County Transportation Authority
12 211 8 Street 550 South Main Street
13 Seal Beach, CA 90740 P. O. Box 14184
14
Orange, CA 92863 -1584
15
Attention: Michael Ho Attention: Reem Hashem
16
City Engineer Principal Contract Administrator
17
562- 431 -2527 714- 560 -5446
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AGREEMENT NO. C -9 -0651
1 This Agreement shall be made effective upon execution by both parties.
2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C -9 -0651 to be
3 executed on the date first written above.
4 CITY OF SEAL BEACH ORANGE COUNTY TRANSPORTATION AUTHORITY
s
By: - � By:
�t1 V����
6
r _Aavid Carmany Meena Katakia,
7 _ City Manager Manager, Capital Projects
8 ATTEST: APPROVED AS TO FORM:
By: 1i4/..14. . . By:
10 L nda Devine Kennard R. Smart, Jr.
City Clerk General Counsel
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APPROVED AS TO ► RM:
12
13 BT AM. /
14 Quinn Barrow
City Attorney
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16 Dated: Dated 3A fj `
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