HomeMy WebLinkAboutORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA)A-2017-231
1
2
3
4
5
0
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
FEB 2 6 2019
COOPERATIVE AGREEMENT NO. C-7-2031
Distributed:1�> ✓%"7 47
Accounting
CAMM
FPIA
PM
Vendor/
CA M
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF SANTA ANA
FOR
1-5 HOV IMPROVEMENT PROJECT
THIS COOPERATIVE AGREEMENT (Agreement), is effective this Zt ST day of
2018, by and between the Orange County Transportation Authority, 550 South
Main Street, P.O. Box 14184, Orange California 92863-1584, a public corporation of the State of
California (herein referred to as "AUTHORITY") and the City of Santa Ana, 20 Civic Center Plaza, Santa
Ana, California 92701, (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 "STATE" is proposing to reduce congestion and improve lane
continuity through the Interstate 5 (1-5) corridor with improvements to mainline on 1-5 between State
Route 55 (SR-55) and State Route 57 (SR-57); and
WHEREAS, the improvements are generally defined as adding one High -Occupancy -Vehicle
(HOV) lane from SR-55 to SR-57, and other additional geometric improvements, including the removal
of the HOV Ramp at Main Street, all of which are hereinafter referred to as "PROJECT'; and
WHEREAS, this Cooperative Agreement defines the specific terms, conditions, and funding
responsibilities between the AUTHORITY and CITY for completion of final design and construction
associated with PROJECT; and
LlCammICLERI CAL\wORDPROCWAGREEWG72031, docx
Page 1 of 11
COOPERATIVE AGREEMENT NO. C-7-2031
1 WHEREAS, AUTHORITY is the sponsor and the primary funding agency for PROJECT; and
2 WHEREAS, PROJECT is located within and adjacent to the STATE right-of-way in the CITY and
3 County of Orange; and
4 WHEREAS, AUTHORITY has contracted with T.Y. Lin International as the Final Design
5 Consultant for this PROJECT, to assist with the design and construction phases of PROJECT; and
6 WHEREAS, AUTHORITY will reimburse CITY for actual costs for CITY SERVICES, and in
7 accordance with the attached SCHEDULE A, "REIMBURSEMENT SCHEDULE FOR COMBINED CITY
8 SERVICES."
9 WHEREAS, CITY's City Council approved this Agreement on August 15, 2017;
10 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as follows:
11 ARTICLE 1. COMPLETE AGREEMENT
12 A. This Agreement, including any attachments incorporated herein and made applicable by
13 reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this
14 Agreement between AUTHORITY and CITY and it supersedes all prior representations, understandings,
15 and communications. The invalidity in whole or in part of any term or condition of this Agreement shall
16 not affect the validity of other term(s) or conditions(s) of this Agreement. The above referenced Recitals
17 are true and correct and incorporated by reference herein.
18 B. AUTHORITY's failure to insist on any instance(s) of CITY's performance of any term(s) or
19 condition(s) of this Agreement shall not be construed as a waiver or relinquishment of AUTHORITY's
20 right to such performance or to future performance of such term(s) or condition(s), and CITY's obligation
21 in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall
22 not be binding upon AUTHORITY except when specifically confirmed in writing by an authorized
23 representative of AUTHORITY by way of a written amendment to this Agreement and issued in
24 accordance with the provisions of this Agreement.
25 C. CITY's failure to insist on any instance(s) of AUTHORITY's performance of any term(s) or
26 condition(s) of this Agreement shall not be construed as a waiver or relinquishment of CITY's right to such
Page 2of11
LAC amm%CLERI CALIWORDPROUAGREE�AG72031,docx
COOPERATIVE AGREEMENT NO. C-7-2031
1 performance or to future performance of such term(s) or condition(s), and AUTHORITY's obligation in
2 respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not
3 be binding upon CITY except when specifically confirmed in writing by an authorized representative of
4 CITY by way of a written amendment to this Agreement and issued in accordance with the provisions of
5 this Agreement.
6 ARTICLE 2. SCOPE OF AGREEMENT
7 This Agreement specifies the roles and responsibilities of the Parties as they pertain to the
8 subjects and projects addressed herein. Both AUTHORITY and CITY agree that each will cooperate and
9 coordinate with the other in all activities covered by this Agreement and any other supplemental
10 agreements that may be required to facilitate purposes thereof.
11 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
12 AUTHORITY agrees to the following responsibilities for PROJECT:
13 A. To be the sponsor and funding agency to manage and administer the contract for
14 PROJECT.
15 B. To perform right-of-way acquisition and right-of-way certification for PROJECT performed
16 by STATE.
17 C. To reimburse the CITY for its actual costs for oversight detour inspections, traffic and
18 design engineering services (including staff overhead and third party traffic signal maintenance service
19 costs contracted out by CITY), and police services (including overtime costs). Ongoing deployment
20 of police services related to PROJECT traffic management will require prior approval by AUTHORITY.
21 Such traffic engineering, oversight detour inspections, and police services (CITY SERVICES) shall be
22 in accordance with current CITY standards, and reimbursable to CITY by this Agreement.
23 D. To prepare a Transportation Management Plan (TMP) for CITY review that addresses
24 construction -related impacts to existing CITY street traffic. The TMP will include normal traffic
25 handling requirements during PROJECT construction including staging, lane closures, re -striping,
26 detours and signalization, and will specify requirements for communicating with the public and local
Page 3 of 11
L\Camm\C LERICAL\W ORDPROCWGREE1AG72031.docx
COOPERATIVE AGREEMENT NO. C-7-2031
1 agencies during construction. AUTHORITY will adhere to and will require STATE to adhere to the
2 approved TMP.
3 E. To require CONTRACTOR to obtain a no fee encroachment permit from CITY prior to
4 commencing construction of PROJECT. Provided all conditions of such permit have been fulfilled, the
5 permits shall authorize CONTRACTOR to commence work within CITY right-of-way, or areas which affect
6 CITY FACILITIES,
7 F. To implement a Public Awareness Campaign during PROJECT that advises CITY, local
8 businesses, residents, elected officials, motorists, and media, of construction status, street detours, and
9 ramp and freeway closures, if and where applicable.
10 G. To reimburse CITY for combined costs identified as "CITY SERVICES", and in
11 accordance with the attached SCHEDULE A, "REIMBURSEMENT SCHEDULE FOR COMBINED CITY
12 SERVICES."
13 H. To reimburse CITY for actual costs, within 30 days from receipt of an acceptable invoice,
14 which is complete, properly prepared and complies with the requirements of Article 5, REQUEST FOR
15 REIMBURSEMENT, below.
16 I. AUTHORITY's reimbursement for CITY SERVICES will not exceed the combined
17 maximum amount shown on SCHEDULE A, and which complies with the requirements of Article 7,
18 MAXIMUM OBLIGATION.
19 ARTICLE 4. RESPONSIBILITIES OF CITY
20 CITY agrees to the following responsibilities for PROJECT:
21 A. To collaborate and cooperate with AUTHORITY during the development of the final
22 design and construction of PROJECT.
23 B. To provide CITY SERVICES for PROJECT as agreed by CITY and AUTHORITY.
24 C. To make available to AUTHORITY all necessary CITY regulations, policies, procedures,
25 manuals, standard plans, and specifications required for the construction of PROJECT when requested
26 by AUTHORITY.
Page 4 of 11
L:\C am m1C LE R ICALIW ORD PROC\AG RE EVAG72031. docx
COOPERATIVE AGREEMENT NO. C-7-2031
1 D. Upon award of a construction contract by STATE, to make reasonable efforts and devote
2 reasonable resources for the issuance of encroachment permits, and other necessary permits, if
3 applicable, to CONTRACTOR at no fee, and upon CONTRACTOR's compliance with permit
4 requirements, to not cause delay to PROJECT's construction schedule. Such permits shall authorize
5 CONTRACTOR to commence work within CITY right-of-way, or areas which affect CITY FACILITIES.
6 E. To make necessary efforts to coordinate and cooperate with AUTHORITY, its agents, and
7 contractors, to meet or exceed PROJECT schedule criteria as identified by AUTHORITY.
8 F. To submit monthly invoices to AUTHORITY for work completed and actual costs incurred
9 by CITY for CITY SERVICES, pursuant to Article 5. REQUEST FOR REIMBURSEMENT. CITY shall
10 submit final invoice no later than ninety (90) days after final acceptance of PROJECT. Any costs in
11 excess of the amounts specified herein shall not be incurred without a written amendment to this
12 Agreement.
13 ARTICLE 5. REQUEST FOR REIMBURSEMENT
14 In order for CITY to be reimbursed for incurred costs relative to PROJECT, CITY agrees:
15 A. To prepare and submit to AUTHORITY a monthly invoice with supporting
16 documentation. CITY's invoice shall include allowable PROJECT costs incurred and paid for by CITY.
17 The invoice submitted by CITY shall be signed by an authorized agent who can duly certify the
18 accuracy of the included information.
19 B. The invoice shall be submitted on CITY's letterhead.
20 C. The invoice shall be submitted by CITY, and in duplicate, to AUTHORITY's Accounts
21 Payable Office. Each invoice shall include the following information:
22 1, Agreement Number C-7-2031
23 2. The time period covered by the invoice;
24 3. Progress Report which includes a detailed description of the progress of PROJECT;
25 4. Such other information as requested by AUTHORITY.
26 /
Page 5 of 11
L:\Camm%CLERICAL1W ORD P ROC\AG REEtiAG72031. docx
COOPERATIVE AGREEMENT NO. C-7-2031
1
2
3
4
5
6
7
8
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
D.
expenses.
5. Invoice Certification signed by an authorized representative of CITY; Certification
statement shall be as follows:
"I hereby certify that invoice(s) dated for the period covering _to_ are true,
complete and correct statements of reimbursable costs and progress. The backup information
included with the invoices is true, complete and correct in all material aspects. All payments
due and owing to subcontractors and suppliers have been made, if applicable. Timely
payments will be made to subcontractors and suppliers from proceeds of the payment
covered by the certification, if applicable. The invoices do not include any amounts which
(Insert Name of the firm) intends to withhold or retain from a subcontractor or supplier unless
so identified on the invoices, if applicable."
To consult with AUTHORITY's Project Manager for questions regarding non -reimbursable
ARTICLE 6. DELEGATED AUTHORITY
The actions required to be taken by CITY in the implementation of this Agreement are delegated
to its CITY Public Works Agency Executive Director, or designee, and the actions required to be taken
by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief Executive
Officer or designee.
ARTICLE 7. MAXIMUM OBLIGATION
Notwithstanding any provisions of this Agreement to the contrary, AUTHORITY and CITY
mutually agree that AUTHORITY's maximum cumulative payment obligation hereunder shall be Forty -
Five Thousand dollars ($45,000), unless agreed to and amended by both Parties.
ARTICLE 8. AUDIT AND INSPECTION
AUTHORITY and CITY shall maintain a complete set of records in accordance with generally
accepted accounting principles. Upon reasonable notice, CITY shall permit the authorized
representatives of the AUTHORITY to inspect and audit all work, materials, payroll, books, accounts, and
other data and records of CITY for a period of four (4) years after final payment, or until any on -going
L:\Camm\CLE R I CAL1wORD P ROC\AGREE\AG72031.docx
Page 6 of 11
COOPERATIVE AGREEMENT NO. C-7-2031
1 audit is completed. For purposes of audit, the date of completion of this Agreement shall be the date of
2 AUTHORITY's payment of CITY's final billing (so noted on the invoice) under this Agreement.
3 AUTHORITY shall have the right to reproduce any such books, records, and accounts. The above
4 provision with respect to audits shall extend to and/or be included in contracts with CITY's contractor or
5 consultant.
6 ARTICLE 9. INDEMNIFICATION
7 A. To the fullest extent permitted by law, CITY shall defend (at CITY's sole cost and expense
8 with legal counsel reasonably acceptable to AUTHORITY), indemnify, protect, and hold harmless
9 AUTHORITY, its officers, directors, employees, and agents (collectively the "Indemnified Parties'), from
10 and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration
11 awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and
12 attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of
13 persons (CITY's employees included), for damage to property, including property owned by AUTHORITY,
14 or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent
15 acts, omissions or willful misconduct of CITY, its officers, directors, employees or agents in connection
16 with or arising out of the performance of this Agreement.
17 B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole
18 cost and expense with legal counsel reasonably acceptable to CITY), indemnify, protect, and hold
19 harmless CITY, its officers, directors, employees, and agents (collectively the "Indemnified Parties'), from
20 and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration
21 awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and
22 attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of
23 persons (AUTHORITY's employees included), for damage to property, including property owned by CITY,
24 or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent
25 acts, omissions or willful misconduct of AUTHORITY, its officers, directors, employees or agents in
26 connection with or arising out of the performance of this Agreement.
Page 7 of 11
L\Cam m1C LERI CAL1wORDP ROC%AG REE W G72031.docx
COOPERATIVE AGREEMENT NO. C-7-2031
1 C. The indemnification and defense obligations of this Agreement shall survive its expiration
2 or termination.
3 ARTICLE 10. ADDITIONAL PROVISIONS
4 A. Term of Agreement: The term of this Agreement shall be in full force and effect through
5 December31, 2021.
6 B. Termination: In the event either Party defaults in the performance of its obligations under
7 this Agreement or breaches any of the provisions of this Agreement, the non -defaulting Party shall provide
8 written notice to the defaulting Party to cure such default within 30 days of such default. If the default
9 cannot be cured within such time, as determined by the non -defaulting Party, then the defaulting Party
10 shall have such additional time as provided in the written notice or such time as the Parties may otherwise
11 agree in writing. In any event, the non -defaulting Party shall promptly take such actions as are reasonably
12 necessary to cure the default. If the default or breach is material and not cured within the time provided
13 herein, either Party has the option, in addition to any other remedies available at law, to terminate this
14 Agreement upon thirty (30) days' prior written notice to the other Party.
15 C. Termination for Convenience: Either Party may terminate this Agreement for its
16 convenience by providing thirty (30) days prior written notice of its intent to terminate for convenience to
17 the other Party.
18 D. Compliance with All Laws: AUTHORITY and CITY shall comply with all applicable federal,
19 state, and local laws, statues, ordinances and regulations of any governmental authority having
20 jurisdiction over the PROJECT.
21 E. Legal Authority: AUTHORITY and CITY hereto warrants that the persons executing this
22 Agreement are authorized to execute this Agreement on behalf of said Parties and that by so executing
23 this Agreement, the Parties hereto are formally bound to the provisions of this Agreement.
24 F. Severability: If any term, provision, covenant or condition of this Agreement is held to be
25 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the
26 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or
Page 8 of 11
L:\C am m\CLERICAL\W ORD PROC\AG RE E\AG72031. docx
COOPERATIVE AGREEMENT NO. C-7-2031
1 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
2 G. Counterparts of Agreement: This Agreement may be executed and delivered in any
3 number of counterparts, each of which, when executed and delivered shall be deemed an original and all
4 of which together shall constitute the same agreement. Facsimile signatures will be permitted.
5 H. Force Maieure: Either Party shall be excused from performing its obligations under this
6 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable
7 cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God;
8 commandeering of material, products, plants orfacilities by the federal, state or local government; national
9 fuel shortage; or a material act or omission by the other Party; when satisfactory evidence of such cause
10 is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond
11 the control and is not due to the fault or negligence of the Party not performing.
12 I. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or
13 authority hereunder may be assigned in whole or in part by either Party without the prior written consent
14 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed
15 void and of no force and effect. Consent to one assignment shall not be deemed consent to any
16 subsequent assignment, nor the waiver of any right to consent to such subsequent assignment.
17 J. Governing Law: The laws of the State of California and applicable local and federal laws,
18 regulations and guidelines shall govern this Agreement.
19 K. Litigation fees: In the event that either Party to this Agreement shall commence any legal
20 or equitable action to enforce or interpret this Agreement, the prevailing party shall be entitled to recover
21 its costs of suit, including reasonable costs and attorney's fees as determined by the court.
22 L. Notices: Any notices, requests, or demands made between the Parties pursuant to this
23 Agreement are to be directed as follows:
24 /
25 /
26 /
Page 9 of 11
L\Camm\CLERICAL\WORDPROCW GREE1AG72031.docx
COOPERATIVE AGREEMENT NO. C-7-2031
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
To CITY
To AUTHORITY
City of Santa Ana
Orange County Transportation Authority
Public Works Department
550 South Main Street
20 Civic Center Plaza, M-21, Santa Ana, California
P.O. Box 14184
92701
Orange, CA 92863-1584
Attention: Mr. Edwin "William" Galvez
Attention: Ms. Marjorie Morris -Threats
City Engineer
Senior Contract Administrator
Tel: (714) 647-5654
Tel: (714) 560-5633
Email: wegalvez@santa-ana.org
Email: mthreatsCo)octa.net
CC: Niall Barrett, P.E., Program Manager
Tel: (714) 560-5879
Email: nbarrett@octa.net
This Agreement shall be made effective upon execution by both Parties.
!
!
1
LACam m1C LERI CALW 0 RDP ROG\AG RE DAG72031. docx
Page 10 of 11
COOPERATIVE AGREEMENT NO. C-7-2031
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
�19
20
21
1�
22
23
24
25
26
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-7-2031 to be
executed on the date first above written.
CITY OF SANTA ANA
ORANGE COUNTY TRANSPORTATION AUTHORITY
By: By: ` r
Steven A. Mendoza Meena Katakia""
Acting City Manager Manager, Capital Projects
d�1
hrdAi11R1:4
Public Works
AS TO FORM
ew
By: 04L
--
hn M. Funk
Assistant City Attorney
Dated: 6 11-9 1 / 1
ATTEST:
By:
Norma Mitre
Acting Clerk of the Council
APPROVED 1A,S TO FORM:
James M. Donich
General Counsel
Dated:
L:\Camm\CLERICAL\W ORDPROC\AGREE\AG72031.docx
Page 11 of 11
COOPERATIVE AGREEMENT NO. C-7-2031
SCHEDULE A
REIMBURSEMENT SCHEDULE FOR COMBINED CITY SERVICES
1. Procurement, Installation and Maintenance of six (6) Wayfinding Signs to be installed
within the City of Santa Ana on North Broadway, West Santa Clara and West Buffalo
Avenues. These signs will include the language "Discovery Cube".
Total Cost not to exceed $20,000
2. Review and concurrence of Transportation Management Plan (TMP), Traffic and design
engineering, and oversight detour inspections and CITY police services.
Total Cost not to exceed $25,000
TOTAL NOT -TO -EXCEED AMOUNT: $45,000