HomeMy WebLinkAboutAGMT - OCTA (C-0-1813 Lampson Ave.) 1 COOPERATIVE AGREEMENT NO. C -0 -1813
2 BETWEEN
3 ORANGE COUNTY TRANSPORTATION AUTHORITY
4 AND
5 CITY OF SEAL BEACH
6 FOR
7 FEDERAL TRANSPORTATION ENHANCEMENT PROJECT
8 LAMPSON AVENUE MEDIAN IMPROVEMENTS -.2./A I
9 THIS AGREEMENT is effective this /Q of Tana 4413 let@ by and
io between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184,
11 Orange, California 92863 -1584, a public corporation of the State of California (hereinafter referred to
12 as "AUTHORITY "), and the City of Seal Beach, a municipal corporation duly organized and existing
13 under the constitution and laws of the State of California (hereinafter referred to as "CITY ").
14 RECITALS:
15 WHEREAS, AUTHORITY and the CITY desire to enter into a Cooperative Agreement to
16 define the roles and responsibilities related to funding between the AUTHORITY and CITY for
17 engineering, right -of -way acquisition, and construction of Lampson Avenue Median Improvements;
18 (hereinafter referred to as "PROJECT "); and
19 WHEREAS, CITY is an eligible recipient of Federal funding under the 2010 Transportation
20 Enhancement (TE) program and the PROJECT is eligible for TE funding; and
21 WHEREAS, on September 27, 2010, the AUTHORITY's Board of Directors, approved
22 providing funding of up to Five Hundred Thousand Dollars ($500,000) or 58% of the total project of
23 TE funds, and identifying Three Hundred Fifty Five Thousand Dollars ($355,000) of CITY local
24 match for a total of Eight Hundred Fifty Five Thousand Dollars ($855,000); and
25 WHEREAS, CITY and AUTHORITY agree that the total full funding for the PROJECT
26 including engineering, right -of -way acquisition, construction management and construction shall be
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AGREEMENT NO. C -0 -1813
1 Eight Hundred Fifty Five Thousand Dollars ($855,000) in accordance with Exhibit A titled "TE
2 Funding Plan ", which is attached herein and incorporated by reference; and
3 WHEREAS, AUTHORITY and CITY agree that Caltrans and Federal Highway Administration
4 (FHWA) authorization is required following the AUTHORITY's amendment to the Federal
5 Transportation Improvement Program (FTIP), and in order to proceed or commence each phase of
6 PROJECT for performance under this Agreement; and
7 WHEREAS, AUTHORITY and CITY agree that the Federal Safe, Accountable, Flexible,
8 Efficient Transportation Equity Act - A Legacy for Users (SAFETEA -LU), which provides the TE
9 funding, was passed by the federal government in 2005, expired in September of 2009 and was
10 extended until December of 2010. TE funding for the PROJECT is contingent upon funding being
11 available through SAFETEA -LU or a new transportation act and the PROJECT maintaining its
12 eligibility for this funding; and
13 WHEREAS, the California Department of Transportation (Caltrans) administers the
14 Transportation Enhancement (TE) program on behalf of the Federal Highways Administration
15 (FHWA) and the California Transportation Commission (CTC) approves funding for projects through
16 the State Transportation Improvement Program (STIP). AUTHORITY is responsible for programming
17 the funds to specific projects within Orange County. Caltrans in responsible for acquiring federal
18 approvals for the project on behalf of the CITY, determining federal eligibility, compliance with
19 federal requirements, and reimbursement for project activities.
20 WHEREAS, CITY agrees to act as lead agency for engineering, right -of -way acquisition,
21 construction management and construction of said PROJECT; and
22 WHEREAS, this Cooperative Agreement defines the specific terms and conditions and
23 funding responsibilities between AUTHORITY and CITY (hereinafter referred to as "PARTIES ") for
24 completion of the PROJECT.
25 WHEREAS, the AUTHORITY's Board of Directors approved the Cooperative Agreement on
26 September 27, 2010; and
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1 WHEREAS, the CITY's Council approved the Cooperative Agreement on this 13 day of
2 OP. GQA , ve b e.f 2010.
3 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as
4 follows:
5 ARTICLE 1. COMPLETE AGREEMENT
6 A. This Agreement, including any attachments incorporated herein and made applicable
7 by reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of
8 this agreement between AUTHORITY and CITY and it supersedes all prior representations,
9 understandings, and communications. The invalidity in whole or in part of any term or condition of
io this Agreement shall not affect the validity of other term(s) or conditions(s) of this Agreement. The
11 above referenced Recitals are true and correct and are incorporated by reference herein.
12 B. AUTHORITY'S failure to insist on any instance(s) of CITY's performance of any
13 term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of
14 AUTHORITY's right to such performance or to future performance of such term(s) or condition(s),
15 and CITY's obligation in respect thereto shall continue in full force and effect. Changes to any
16 portion of this Agreement shall not be binding upon AUTHORITY except when specifically confirmed
17 in writing by an authorized representative of AUTHORITY by way of a written amendment to this
18 Agreement and issued in accordance with the provisions of this Agreement.
19 C. CITY's failure to insist on any instance(s) of AUTHORITY's performance of any
20 term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of
21 CI TY's right to such performance or to future performance of such term(s) or condition(s), and
22 AUTHORITY's obligation in respect thereto shall continue in full force and effect. Changes to any
23 portion of this Agreement shall not be binding upon CITY except when specifically confirmed in
24 writing by an authorized representative of CITY by way of a written amendment to this Agreement
25 and issued in accordance with the provisions of this Agreement.
26 /
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ARTICLE 2. SCOPE OF AGREEMENT
2 This Agreement specifies the roles and responsibilities of the PARTIES as they pertain to the
3 subjects and projects addressed herein. Both AUTHORITY and CITY agree that each will cooperate
4 and coordinate with the other in all activities covered by this Agreement and any other supplemental
5 agreements that may be required to facilitate purposes thereof.
6 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
7 AUTHORITY agrees to the following responsibilities for PROJECT:
8 A. AUTHORITY shall formally request on behalf of the CITY that the Southern California
9 Association of Governments (SCAG) amend 'the FTIP to program up to Eight Hundred Fifty Five
10 Thousand Dollars ($855,000) in accordance with the funding plan outlined in Exhibit A, whereby
11 AUTHORITY's performance under this Agreement is contingent upon SCAG and FHWA approval.
12 B. AUTHORITY shall provide assistance to CITY in securing the TE funds.
13 C. AUTHORITY shall not be obligated to program any amount beyond what has been
14 identified in this Article.
15 D. AUTHORITY shall process any required FTIP amendments.
16 E. AUTHORITY shall review and approve the CITY's request for allocation prior to
17 submittal to Caltrans District 12.
F. AUTHORITY shall cancel projects for which the CITY has not submitted an E -76 and
19 Allocation Request by February 1 of the fiscal year for identified in Exhibit A and, or has not
20 advanced the project to ready -to -list stage as determined by Caltrans guidelines.
21 ARTICLE 4. RESPONSIBILITIES OF CITY
22 CITY agrees to the following responsibilities for PROJECT:
23 A. CITY will act as the lead agency for the engineering, right -of -way, construction and
24 construction management of the PROJECT.
25 B. CITY is responsible for submitting semi - annual review reports for the PROJECT at
26 the request of the OCTA (EXHIBIT B titled "TE Semi - Annual Report").
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1 C. CITY is responsible for submitting a final report upon completion of the project at the
2 request of the OCTA (EXHIBIT C titled "TE Final Project Report Form ").
3 D. CITY is responsible for preparing and submitting to AUTHORITY all California
4 Transportation Commission (CTC) documentation needed for Allocation Vote two months prior to
5 CTC meeting and no later than February 1 of the fiscal year identified in Exhibit A.
6 E. CITY is responsible for preparing and submitting all necessary Caltrans required
7 documentation including Request for Authorization to Proceed (E -76). CITY cannot proceed with
8 advertisement of project or any work prior to E -76 authorization. CITY agrees to submit E -76 to
9 Caltrans District 12 by February 1 of the fiscal year identified in Exhibit A. All prior approvals,
10 including but not limited to California Department of Transportation environmental approval and
11 right -of -way certification (if applicable), must be attained prior to February 1 to meet this
12 requirement.
13 F. CITY acknowledges that if the allocation request and E -76 are not submitted to
14 AUTHORITY and Caltrans by February 1, and the CITY has not attained the required approval of
15 environmental and right -of -way certification (if applicable) by this date or has not advanced the
16 project to ready -to -list stage as determined through Caltrans guidelines the proposed funding will be
17 cancelled by AUTHORITY.
Ili G. CITY agrees to provide a minimum of 42% of the final project cost in City funds •er
19 jakietien as the required local match. Based on the existing budget, this amount is estimated to
20 be Three Hundred Fifty Five Thousand Dollars ($355,000). Actual match will be determined based
21 on construction contract award amount; and
22 H. CITY agrees that the overall budget for this PROJECT is a not -to- exceed amount of
23 Eight Hundred Fifty Five Thousand Dollars ($855,000); contingent on TE funding from
24 reauthorization of SAFETEA -LU.
25 I. CITY agrees that any cost overruns shall be the responsibility of the CITY.
26 /
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1 J. CITY is responsible for completing the PROJECT in accordance with the funding plan
2 (EXHIBIT A), timely use of funds requirements, and to abide by all TE programming guidelines,
3 State Transportation Improvement Program Guidelines, and any and all other requirements of the
4 federal, state, and Caltrans related to the TE.
s K. CITY agrees that cost savings shall be distributed proportionally with TE and local
6 funding.
7 ARTICLE 5. DELEGATED AUTHORITY
8 The actions required to be taken by CITY in the implementation of this Agreement are
9 delegated to its Director of Public Works, or designee, and the actions required to be taken by
10 AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief
11 Executive Officer, or designee.
12 ARTICLE 6. AUDIT AND INSPECTION
13 AUTHORITY and CITY shall maintain a complete set of records in accordance with generally
14 accepted accounting principles. Upon reasonable notice, CITY shall permit the authorized
15 representatives of the AUTHORITY to inspect and audit all work, materials, payroll, books, accounts,
16 and other data and records of CITY for a period of four (4) years after final payment, or until any on-
17 going audit is completed. For purposes of audit, the date of completion of this Agreement shall be
18 the date of AUTHORITY's payment of CITY's final billing (so noted on the invoice) under this
19 Agreement. AUTHORITY shall have the right to reproduce any such books, records, and accounts.
20 The above provision with respect to audits shall extend to and /or be included in construction
21 contracts with CITY's contractor.
22 ARTICLE 7. INDEMNIFICATION
23 A. CITY shall indemnify, defend and hold harmless AUTHORITY, its officers, directors,
24 employees and agents from and against any and all claims (including attorney's fees and reasonable
25 expenses for litigation or settlement) for any loss or damages, bodily injuries, including death,
26 worker's compensation subrogation claims, damage to or loss of use of property alleged to be
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1 caused by the negligent acts, omissions or willful misconduct by CITY, its officers, directors,
2 employees or agents in connection with or arising out of the performance of this Agreement.
3 B. AUTHORITY shall indemnify, defend and hold harmless CITY, its officers, directors,
4 employees and agents from and against any and all claims (including attorney's fees and reasonable
5 expenses for litigation or settlement) for any loss or damages, bodily injuries, including death,
6 worker's compensation subrogation claims, damage to or loss of use of property alleged to be
7 caused by the negligent acts, omissions or willful misconduct by AUTHORITY, its officers, directors,
8 employees or agents in connection with or arising out of the performance of this Agreement.
9 C. The indemnification and defense obligations of this Agreement shall survive its
10 expiration or termination.
11 ARTICLE 8. ADDITIONAL PROVISIONS
12 The AUTHORITY and CITY agree to the following mutual responsibilities:
13 A. Term of Agreement: This Agreement shall continue in full force and effect through
14 project completion and final acceptance by AUTHORITY, or 42 months from the date of CTC allocation,
15 whichever is earlier. This Agreement may be extended at the mutual consent of both parties.
16 B. Termination: This agreement is null and void if project is not funded. AUTHORITY
17 shall cancel projects for which the CITY has not submitted an E -76 and Allocation Request by
18 February 1 of the fiscal year for which funds are programmed and, or has not advanced the project
19 to ready stage as determined by AUTHORITY. This Agreement may be terminated by either party
20 after giving thirty (30) days written notice. This Agreement shall not be terminated without mutual
21 agreement of both parties.
22 C. This Agreement may be amended in writing at any time by the mutual consent of both
23 parties. No amendment shall have any force or effect unless executed in writing by both parties.
24 D. AUTHORITY and CITY shall comply with all applicable federal, state, and local laws,
25 statues, ordinances and regulations of any governmental authority having jurisdiction over the
26 PROJECT.
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t E. Legal Authority: AUTHORITY and CITY hereto consent that they are authorized to
2 execute this Agreement on behalf of said parties and that, by so executing this agreement, the
3 parties hereto are formally bound to the provisions of this Agreement.
4 F. Severabiiity: If any term, provision, covenant or condition of this Agreement is held to
5 be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the
6 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or
7 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
8 G. Counterparts of Agreement: This Agreement may be executed and delivered in any
9 number of counterparts, each of which, when executed and delivered shall be deemed an original
10 and all of which together shall constitute the same agreement. Facsimile signatures will be
11 permitted.
12 H. Force Maieure: Either Party shall be excused from performing its obligations under this
13 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable
14 cause beyond i is control, including but not limited to; any incidence of fire, flood; acts of God;
is commandeering of material, products, plants or facilities by the federal, state or local government;
16 national fuel shortage; or a material act or omission by the other party; when satisfactory evidence of
17 such cause is presented to the other Party, and provided further that such nonperformance is
18 unforeseeable, beyond the control and is not due to the fault or negligence of the Party not performing.
19 I. Assignment: Neither this Agreement, nor any of the PARTIES rights, obligations, duties,
20 or authority hereunder may be assigned in whole or in part by either Party without the prior written
21 consent of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be
22 deemed void and of no force and effect. Consent to one assignment shall not be deemed consent to
23 any subsequent assignment, nor the waiver of any right to consent to such subsequent assignment.
24 J. Obligations To Comply with Law: Nothing herein shall be deemed nor construed to
25 authorize or require any Party to issue bonds, notes or other evidences of indebtedness under the
26 terms, in amounts, or for purposes other than as authorized by local, state or federal law.
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1 K. Governing Law: The laws of the State of California and applicable local and federal
2 laws, regulations and guidelines shall govem this Agreement.
3 L. Litigation fees: Should litigation arise out of this Agreement for the performance thereof,
4 the court shall award costs and expenses, including attorney's fees, to the prevailing party.
5 M. Notices: Any notices, requests, or demands made between the parties pursuant to this
6 Agreement are to be directed as follows:
7 To CITY: To AUTHORITY:
8 City of Seal Beach Orange County Transportation Authority
9 211 Eighth Street 550 South Main Street
10 Seal Beach, CA 90740 P. O. Box 14184
11 Orange, CA 92863 -1584
12 Attention: David N. Carmany, Attention: Ms. Reem Hashem
13 City Manager Principal Contract Administrator
14 Tel: 562 - 431 -2527, Ext. 1300 714- 560 -5446
15 Email: dcarmany @ci.seal- beach.ca.us Email: rhashem @octa.net
16 Cc: Ben Ku, Senior Transportation
17 Funding Analyst
18 /
19 /
20 /
21 /
22 /
23 /
24 /
25 /
26 /
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1 This Agreement shall be effective upon execution by both parties.
2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C -0 -1813 to be
3 executed on the date first above written.
4 CITY OF SEAL BEACH ORANGE COUNTY TRANSPORTATION AUTHORITY
s
6 By: 4.0- Lr By: _AMU Vekaortl
David W. Sloan Will Kempton
Mayor Chief Executive Officer
7
8 ATTEST: APPROVED AS TO FORM:
9
to By /A i, ' . /..JI By:
Lida Devine V Kennard R. Smart, Jr.
11 City Clerk General Counsel
12 APPROVED AS TO FORM: APPROVAL RE' OMME DED:
13
By: B : •
14 f ,,,I C Barr. Kia Mortaza
Cit ttorney Executive D or, Planning
15
16 Dated: 12 4 15 1M Dated: /— 7
17
18
19 •
20
21
22
23
24
25
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AGREEMENT NO. C-0-1813
EXHIBIT A
ITIEXHIBIT A: TE FUNDING PLAN
OCTA
Project Title: Lampson Avenue Median Improvements
Agency: Seal Beach Date: October 25, 2010
Completion
Schedule Date
Draft Environmental Document Sept. 2010
Final Environmental Document Nov. 2010
Begin Design Engineering Started
Plans, Specifications, and Cost Estimates complete Dec. 2010
Start Right-of-Way Acquisition N/A
Right-of-Way Certification N/A
Submit Request for Authorization for Const(E-76) Dec. 2010
Ready to Advertise Apr. 2011
Award Construction June 2011
Project Completion (open for use) Dec. 2011
Funding: TE Grant$500;000 Local Match $355,000 42%
Preliminary Engineering ($000's)
Fund Source Fiscal Original Planned Allocation
Year
Local City Funds 2010-11 $100
Right-of-Way($000's)
Fund Source Fiscal Original Planned Allocation
Year
Construction ($000's)
Fund Source Fiscal Original Planned Allocation
Year
STIP-TE 2010-11 $500
Gas Tax,Measure M,General Funds 2010-11 $255
Name/Title: Sean umbv, Director of Pu • Works
Signature:
Phone: (562) 431-2527 ext. 1 I Email: scrumbvca?ci.seal-beach.ca.us
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AGREEMENT NO. C-0-1813
EXHIBIT B
EXHIBIT B: TE SEMI ANNUAL REPORT
OCTA
Project Title:
Agency: Date:
Original Current
Completion Completion
Schedule Date Date
Draft Environmental Document
Final Environmental Document
Begin Design Engineering
Plans, Specifications, and Cost Estimates complete
Start Right-of-Way Acquisition
Right-of-Way Certification
Submit Request for Authorization for Const (E-76)
Ready to Advertise
Award Construction
Project Completion(open for use)
Funding Table:
Preliminary Engineering ($000's)
Fund Source Fiscal Original Current Actual Remaining
Year Planned Estimates Expended Allocation
Allocation
Right-of-Way ($000's)
Fund Source Fiscal Original Current Actual Remaining
Year Planned Estimates Expended Allocation
Allocation
Construction ($000's)
Fund Source Fiscal Original Revised Actual Remaining
Year Planned Allocation Expended Allocation
Allocation
1
AGREEMENT NO. C-0-1813
EXHIBIT B
Major Activities:
Status:
Issues:
Name/Title:
Signature:
Phone: Email:
2
• AGREEMENT NO. C-0-1813
EXHIBIT C
EXHIBIT C: TE FINAL PROJECT REPORT FORM
Date
OCTA
Instructions
The responsible agency should fill out the following: 1) Final Project Form, 2) Final Cost, 3) Certificate of
Completion. Page 4, the OCTA Staff Verification will be filled out by OCTA staff. In addition, the agency must
attach before (if available) and after photographs of the project site and the address or location of the site under
the Location and Scope of work section.
Agency 1
Project
L___
I
Location and Scope of Work
Verification of Match
(Actual Expenditures)
Local Match
Other
(ENTER ,;(ENTER•. •(ENTER:, OCTA Match
Phase SOURCE) SOURCE) SOURCE): TE Grant Funding Total Rate
Engineering $ - $ - $ - $ - $ - $ - 0%.
Right-of-Way $ - $ - $ - $ - $ - $ -
Construction $ - $ - $ . - $ - $ - $ -
Total $ - $ - $ - $ - $ - $ -
Project Schedule
Phase Proposed Actual
Draft Environmental Document
Final Environmental Document
Begin Design Engineering
Plans, Specifications, and Cost Estimates complete
Start Right-of-Way Acquisition
Right-of-Way Certification
Ready to Advertise
Award Construction
Project Completion (open for use)
Page 1
• •
TE: Final Cost
OCTA
Item # Description Unit Quantity Unit Price Amount
$ - $ -
Page 2
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TE: FINAL COST
OCTA
I hereby certify that the statements provided here are true and correct.
Project Title
Yes No N/A
1 The project is designed to city/county and other participating jurisdictions' standards. ❑ ❑ ❑
2 The project contract was awarded on: ENTER DATE ❑ ❑ ❑
3 The total cost of the contract is equal to or less than the total TE ❑ ❑ ❑
funds awarded and matching funds provided.
4 The city/county provided matching funds to the project. ❑ ❑ ❑
5 Right-of-way was acquired in conformance with city/county procedures. ❑ ❑ ❑
6 All required environmental documentation is complete and certified. ❑ ❑ ❑
7 An updated project schedule is included with the final invoice. ❑ ❑ ❑
8 The final invoice is attached with all the necessary documentation. ❑ ❑ ❑
Name
Title Public Works Director
Signature Date
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TE: OCTA Staff Verification
OCTA
OCTA STAFF USE ONLY
Orange County Transportation Authority staff has inspected the project site and
certifies that the project is complete and ready for use.
Project Title
Name
Title
Signature Date
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