HomeMy WebLinkAboutORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) (13) - 20121
2
3
4
5
G
7
8
9
10
11
12
13
14
1,5
16
17
18
19
20
21
22
23
24
25
26
A -201
COOPERATIVE AGREEMENT NO. C -2 -1907
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF SANTA ANA
FOR
THE BICYCLE CORRIDOR IMPROVEMENT PROGRAM PROJECT
MAPLE BIKE TRAIL SAFETY ENHANCEMENTS
THIS COOPERATIVE AGREEMENT is effective this day of
Arch rch 2014, 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 (hereinafter referred to as "AUTHORITY "), and City of Santa Ana, 20 Civic Center
Plaza, Santa Ana, California 92701, a municipal corporation duly organized and existing under the
constitution and laws of the State of California (hereinafter referred to as "CITY ").
RECITALS:
WHEREAS, AUTHORITY and CITY desire to enter into a Cooperative Agreement to define
the roles and responsibilities related to funding between AUTHORITY and CITY for engineering,
right -of -way acquisition, and construction of Maple Bike Trail Safety Enhancements project as
defined in the scope of work provided in the Bicycle Corridor Improvement Program 2012 Call for
Projects, herein incorporated by reference; (hereinafter referred to as "PROJECT "); and
WHEREAS, the Bicycle Corridor Improvement Program is funded with Congestion Mitigation
and Air Quality (hereinafter referred to as "CMAQ ") funds; and
WHEREAS, the CMAQ program is authorized under Moving Ahead for Progress in the 21st
Century (MAP -21) Federal Transportation Act; and
WHEREAS, CITY is an eligible sub - recipient of Federal funding under the CMAQ program,
and PROJECT is eligible for CMAQ funding contingent on California Department of Transportation
Page 1 of 11
t
N
I �
1
2
3
4
5
6
� 7
C6 8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
A -2412 -253
r�GO
COOPERATIVE AGREEMENT NO. C -2 -1907
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
uklus
CITY OF SANTA ANA
FOR
THE BICYCLE CORRIDOR IMPROVEMENT PROGRAM PROJECT
MAPLE BIKE TRAIL SAFETY ENHANCEMENTS
THIS COOPERATIVE AGREEMENT is effective this day of
2014, 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 (hereinafter referred to as "AUTHORITY "), and City of Santa Ana, 20 Civic Center
Plaza, Santa Ana, California 92701, a municipal corporation duly organized and existing under the
constitution and laws of the State of California (hereinafter referred to as "CITY ").
RECITALS:
WHEREAS, AUTHORITY and CITY desire to enter into a Cooperative Agreement to define
the roles and responsibilities related to funding between AUTHORITY and CITY for engineering,
right -of -way acquisition, and construction of Maple Bike Trail Safety Enhancements project as
defined in the scope of work provided in the Bicycle Corridor Improvement Program 2012 Call for
Projects, herein incorporated by reference; (hereinafter referred to as "PROJECT'); and
WHEREAS, the Bicycle Corridor Improvement Program is funded with Congestion Mitigation
and Air Quality (hereinafter referred to as °CMAQ °) funds; and
WHEREAS, the CMAQ program is authorized under Moving Ahead for Progress in the 21s'
Century (MAP -21) Federal Transportation Act; and
WHEREAS, CITY is an eligible sub - recipient of Federal funding under the CMAQ program,
and PROJECT is eligible for CMAQ funding contingent on California Department of Transportation
COOPERATIVE AGREEMENT NO, C -2 -1947
1 (hereinafter referred to as "Caltrans ") and the Federal Highway Administration (hereinafter referred
2 to as FHWA) approval; and
3 ` WHEREAS, on August 13, 2012, AUTHORITY's Board of Directors, approved providing
4 I funding of up to Thirty Four Thousand Thirty dollars ($34,030) in CMAQ funds to be matched with
s Four Thousand Six Hundred Forty dollars ($4,640) in CITY funds for preliminary engineering phase,
6 and Two Hundred Twenty Nine Thousand Seven Hundred Twenty Four dollars ($229,724) in CMAQ
7 funds to be matched with Thirty One Thousand Three Hundred Twenty Six dollars ($31,326) in CITY
s funds for construction phase; and
9 WHEREAS, CITY and AUTHORITY agree that the total full funding for PROJECT including
to engineering, right -of -way acquisition, construction management and construction shall be Two
11 Hundred Ninety Nine Thousand Seven Hundred Twenty dollars ($299,720) in accordance with
12 Exhibit A titled "Bicycle Corridor Improvement Program Funding Plan ", which is attached herein and
13 incorporated by reference; and
14 WHEREAS, AUTHORITY and CITY agree that CMAQ funding for PROJECT is contingent
15 upon funding being available through MAP -21 and PROJECT maintaining its eligibility for this
16 funding; and
17 WHEREAS, AUTHORITY and CITY agree that Caltrans and FHWA authorization is required
18 following AUTHORITY's amendment to the Federal Transportation Improvement Program
19 (hereinafter referred to as "FTIP "), and in order to proceed or commence each phase of PROJECT
20 for performance under this Cooperative Agreement; and
21 WHEREAS, AUTHORITY is responsible for programming the funds to specific projects
22 within Orange County; and Caltrans administers the CMAQ program on behalf of the FHWA and is
23 responsible for acquiring federal approvals for PROJECT on behalf of CITY, determining federal
24 eligibility, compliance with federal requirements, and reimbursement for project activities; and
25 WHEREAS, CITY agrees that AUTHORITY reserves the right to change the fund source
26 programmed to the PROJECT;
Page 2 of 11
COOPERATIVE AGREEMENT NO. C -2 -1907
I WHEREAS, CITY agrees to act as lead agency for engineering, right -of -way acquisition,
z construction management and construction of PROJECT; and
3 WHEREAS, this Cooperative Agreement defines the specific terms and conditions and
a funding responsibilities between AUTHORITY and CITY (hereinafter referred to as "PARTIES ") for
s completion of PROJECT; and
G WHEREAS, AUTHORITY's Board of Directors approved the Cooperative Agreement on 13`h
7 day of Au ust, 2012; and
s WHEREAS, The City Manager approved the Cooperative Agreement pursuant to City
9 Council Resolution 2012 -016, approved by the City Council on the 21't day of May 2012.
to NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as
it follows:
u ARTICLE 1. COMPLETE AGREEMENT
13 A. This Cooperative Agreement, including any attachments incorporated herein and
is made applicable by reference, constitutes the complete and exclusive statement of the term(s) and
15 conditions(s) of this agreement between AUTHORITY and CITY and it supersedes all prior
16 representations, understandings, and communications. The invalidity in whole or in part of any term
17 or condition of this Cooperative Agreement shall not affect the validity of other term(s) or
is conditions(s) of this Cooperative Agreement. The above referenced Recitals are true and correct
19 and are incorporated by reference herein,
m B. AUTHORITY'S failure to insist on any instance(s) of CITY's performance of any
21 term(s) or condition(s) of this Cooperative Agreement shall not be construed as a waiver or
22 relinquishment of AUTHORITY's right to such performance or to future performance of such term(s)
23 or condition(s), and CITY's obligation in respect thereto shall continue in full force and effect.
24 Changes to any portion of this Cooperative Agreement shall not be binding upon AUTHORITY
2; except when specifically confirmed in writing by an authorized representative of AUTHORITY by way
2c .
Page 3 of 11
COOPERATIVE AGREEMENT NO. C -2 -1907
1 of a written amendment to this Cooperative Agreement and issued in accordance with the provisions
2 of this Cooperative Agreement.
3 C. CITY's failure to insist on any instance(s) of AUTHORITY's performance of any
4 term(s) or condition(s) of this Cooperative Agreement shall not be construed as a waiver or
s relinquishment of CITY's right to such performance or to future performance of such term(s) or
6 condition(s), and AUTHORITY's obligation in respect thereto shall continue in full force and effect,
7 Changes to any portion of this Cooperative Agreement shall not be binding upon CITY except when
s specifically confirmed in writing by an authorized representative of CITY by way of a written
9 amendment to this Cooperative Agreement and issued in accordance with the provisions of this
10 Cooperative Agreement.
11 ARTICLE 2. SCOPE OF AGREEMENT
12 This Cooperative Agreement specifies the terms and conditions, roles and responsibilities of
13 PARTIES as they pertain to the subjects and projects addressed herein. Both AUTHORITY and
14 CITY agree that each will cooperate and coordinate with the other in all activities covered by this
15 Cooperative Agreement and any other supplemental agreements that may be required to facilitate
16 purposes thereof.
17 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
18 AUTHORITY agrees to the following responsibilities for PROJECT:
1.9 A. AUTHORITY shall formally request on behalf of CITY that the Southern California
20 Association of Governments (hereinafter referred to as "SCAG ") amend the FTIP to program up to
21 the amount in accordance with the funding plan outlined in Exhibit A, whereby AUTHORITY's
22 performance under this Cooperative Agreement is contingent upon SCAG, Caltrans and FHWA
23 approval.
24 B. AUTHORITY shall provide assistance to CITY in securing the CMAQ funds.
25 C, AUTHORITY shall not be obligated to program any amount beyond what has been
26 identified in this Agreement and what is ultimately approved for the project by Caltrans and FHWA.
Page 4 of 11
COOPERATIVE AGREEMENT NO. C -2 -1907
I D. AUTHORITY shall process any required FTIP amendments.
2 E. AUTHORITY shall review and approve CITY's request for obligation of CMAQ funds
s prior to submittal to Caltrans District 12.
4 F. AUTHORITY may cancel projects for which CITY has not submitted request for
5 authorization to proceed (hereinafter referred to as "E -76 Request ") or has not advanced PROJECT
6 to ready -to -list stage as determined by Caltrans guidelines by February 1 of the fiscal year identified
7 in Exhibit A as required in Article 4, paragraph E.
8 ARTICLE 4. RESPONSIBILITIES OF CITY
9 CITY agrees to the following responsibilities for PROJECT:
1.0 A. CITY will act as the lead agency for the engineering, right -of -way, construction and
11 construction management of PROJECT.
12 B. CITY will comply with all local, state, and federal project delivery requirements
13 including but not limited to Disadvantaged Business Enterprise, American with Disabilities Act, and
14 Buy America provisions.
15 C. CITY will submit National Environmental Policy Act (NEPA) and the California
16 Environmental Quality Act (CEQA) environmental documentation to Caltrans for approval by
17 November 1 of the programming fiscal year as provided in the project schedule in Exhibit A.
18 D. CITY is responsible for preparing and submitting to AUTHORITY an Engineer's
19 Estimate of PROJECT cost ninety (90) days prior to E -76 Request, and no later than November 1 of
20 the fiscal year identified in Exhibit A.
21 E. CITY is responsible for preparing and submitting all necessary Caltrans- required
22 documentation including E -76 Request. CITY agrees to submit an E -76 Request to Caltrans District
23 12 by February 1 of the fiscal year identified in Exhibit A.
24 F. CITY acknowledges that if the E -76 Request is not submitted to Caltrans with a copy
25 to OCTA by February 1, or CITY has not advanced PROJECT to ready -to -list stage as determined
26 through Caltrans guidelines by this date, the proposed funding shall be cancelled by AUTHORITY.
Page 5 of 11
COOPERATIVE AGREEMENT NO. C -2 -1947
i G. CITY shall provide 12% of the Preliminary Engineering Phase cost and Construction
2 costs in CITY funds as the required local match consistent with Exhibit A.
s H. CITY will invoice Caltrans at minimum once every six months.
4 I. CITY agrees that any cost overruns shall be the responsibility of CITY.
5 J. CITY will submit semi- annual status reports for PROJECT to AUTHORITY due on
G January 15 for the prior six month period and due on July 15 for the prior six (6) month period
7 (EXHIBIT B titled "Quarterly /Semi- Annual Report Form ").
s K. CITY will submit a final report to AUTHORITY within six (6) months of Caltrans
9 payment of final progress invoice for PROJECT in accordance with Exhibit C titled "CMAQ Final
10 Project Report Form."
u L. CITY is responsible for completing PROJECT in accordance with the funding plan
12 (EXHIBIT A), and to abide by all CMAQ programming guidelines, and any and all other federal,
17 state, and Caltrans requirements.
14 ARTICLE 5. DELEGATED AUTHORITY
15 The actions required to be taken by CITY in the implementation of this Cooperative
16 Agreement are delegated to its Director of Public Works, or designee, and the actions required to be
17 taken by AUTHORITY in the implementation of this Cooperative Agreement are delegated to
is AUTHORITY's Chief Executive Officer, or designee.
19 ARTICLE 6. AUDIT AND INSPECTION
20 AUTHORITY and CITY shall maintain a complete set of records in accordance with generally
u accepted accounting principles. Upon reasonable notice, CITY shall permit the authorized
22 representatives of AUTHORITY to inspect and audit all work, materials, payroll, books, accounts,
23 and other data and records of CITY for a period of four (4) years after final payment, or until any on-
24 going audit is completed. For purposes of audit, the date of completion of this Cooperative
25 Agreement shall be the date of AUTHORITY's payment of CITY's final billing (so noted on the
26 invoice) under this Cooperative Agreement. AUTHORITY shall have the right to reproduce any such
Page 6 of 11
COOPERATIVE AGREEMENT NO. C -2 -1907
I books, records, and accounts. The above provision with respect to audits shall extend to and /or be
2 included in construction contracts with CITY's contractor.
3 ARTICLE 7. INDEMNIFICATION
a A. CITY shall indemnify, defend and hold harmless AUTHORITY, its officers, directors,
s 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,
7 worker's compensation subrogation claims, damage to or loss of use of property caused by the
s negligent acts, omissions or willful misconduct by CITY, its officers, directors, employees or agents
9 in connection with or arising out of the performance of this Cooperative Agreement.
1.0 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
12 expenses for litigation or settlement) for any loss or damages, bodily injuries, including death,
13 worker's compensation subrogation claims, damage to or loss of use of property 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 Cooperative Agreement.
1.6 C. The indemnification and defense obligations of this Cooperative Agreement shall
17 survive its expiration or termination.
18 ARTICLE 8. ADDITIONAL PROVISIONS
19 AUTHORITY and CITY agree to the following mutual responsibilities:
20 A. Term of Agreement: This Cooperative Agreement shall continue in full force and effect
21. through December 31, 2017 or until final acceptance by AUTHORITY, whichever is later. This
22 Cooperative Agreement may be extended at the mutual consent of both parties.
23 B. Termination: This Cooperative Agreement is null and void if project is not funded.
24 AUTHORITY shall cancel projects for which CITY has not submitted an E -78 Request by February 1
25 of the fiscal year for which funds are programmed and, or has not advanced PROJECT to ready
26
Page 7 of 11
COOPERATIVE AGREEMENT NO. C -2 -1907
i stage as determined by AUTHORITY. This Cooperative Agreement may be terminated by either
2 party after giving thirty (30) days written notice.
3 C. This Cooperative Agreement may be amended in writing at any time by the mutual
a consent of both parties. No amendment shall have any force or effect unless executed in writing by
s both parties.
6 D. AUTHORITY and CITY shall comply with all applicable federal, state, and local laws,
7 statues, ordinances and regulations of any governmental authority having jurisdiction over
s PROJECT.
9 E. Legal Authority: AUTHORITY and CITY hereto consent that they are authorized to
10 execute this Cooperative Agreement on behalf of said parties and that; by so executing this
n agreement, the parties hereto are formally bound to the provisions of this Cooperative Agreement,
12 F. Severability: If any term, provision, covenant or condition of this Cooperative
13 Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of
is competent jurisdiction, the remainder of this Cooperative Agreement shall not be affected thereby,
is and each term, provision, covenant or condition of this Cooperative Agreement shall be valid and
16 enforceable to the fullest extent permitted by law.
17 G. Counterparts of Agreement: This Cooperative Agreement may be executed and
is delivered in any number of counterparts, each of which, when executed and delivered shall be
19 deemed an original and all of which together shall constitute the same agreement. Facsimile
20 signatures will be permitted.
21 H. Force Majeure: Either AUTHORITY and CITY shall be excused from performing its
22 obligations under this Cooperative Agreement during the time and to the extent that it is prevented from
23 performing by an unforeseeable cause beyond its control, including but not limited to; any incidence of
24 fire, flood; acts of God; commandeering of material, products, plants or facilities by the federal, state or
25 local government; national fuel shortage; or a material act or omission by the other party; when
26 satisfactory evidence of such cause is presented to the other party, and provided further that such
Page 8 of 11
COOPERATIVE AGREEMENT NO. C -2 -1947
1 nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the
2 AUTHORITY and CITY not performing.
3 L Assignment: Neither this Cooperative Agreement, nor any of the AUTHORITY and
4 CITY rights, obligations, duties, or authority hereunder may be assigned in whole or in part by either
5 AUTHORITY or CITY without the prior written consent of the other party in its sole and absolute
6 discretion. Any such attempt of assignment shall be deemed void and of no force and effect. Consent
7 to one assignment shall not be deemed consent to any subsequent assignment, nor the waiver of any
s right to consent to such subsequent assignment.
9 J. Obligations To Comply with Law: Nothing herein shall be deemed nor construed to
10 authorize or require any party to issue bonds, notes or other evidences of indebtedness under the
11 terms, in amounts, or for purposes other than as authorized by local, state or federal law.
12 K. Governing Law: The laws of the State of California and applicable local and federal
13 laws, regulations and guidelines shall govern this Cooperative Agreement.
14 L. Litigation fees: Should litigation arise out of this Cooperative Agreement for the
15 performance thereof, the court shall award costs and expenses, including attorney's fees, to the
16 prevailing party.
17 t
19 /
19 /
20 /
21
22 1
23 /
24 /
25 /
26 /
Page 9 of 11
COOPERATIVE AGREEMENT NO. C -2 -1907
M, Notices: Any notices, requests, or demands made between the parties pursuant to this
Cooperative Agreement are to be directed as follows:
To CITY:
To AUTHORITY:
City of Santa Ana
Orange County Transportation Authority
20 Civic Center Plaza
550 South Main Street
Santa Ana, California 92701
P. O. Box 14184
Orange, CA 92863 -1584
Attention: Zdenek Kekula
Attention: Ms. Marjorie Morris Threats
714 -647 -5606
Senior Contract Administrator
Email:
714 -560 -5633
ZKekula(a)santa- ana.orq
Email: mthreats(aocta.net
Cc: Louis Zhao
Transportation Funding Analyst
N. Successors and Assigns: The provisions of this Cooperative Agreement shall bind and
inure to the benefit of each of the PARTIES hereto, and all successors or assigns of PARTIES hereto.
O. Time is of the Essence: Time is of the essence for the work identified in Exhibit A. All
work must be completed no later than forty -two (42) months after the E -76 request approval date.
1
/
1
I
1
Page 10 of 11
COOPERATIVE AGREEMENT NO. C -2 -1907
1 This Agreement shall be effective upon execution by both parties.
2 IN WITNESS WHEREOF, the parties hereto have caused this Cooperative Agreement
3 No. C -2 -1907 to be executed on the date first above written.
4 CITY OF SANTA ANA ORANGE COU Y TRANS RTATION AUTHORITY
s
By: — g
6 David Cavazos Y Darrell oh son
7 City Manager Chief Exec t' e Officer
s
ATTEST: APPROVED AS TO FORM:
9
10 By: BY:
Maria D. Huizar Kennard R. Smart, Jr.
11 City Clerk General Counsel
12 APPROVED AS TO FORM: APPROVAL RECO ENDED:
13
14 By: ��LIiLG�__r G PQl By. ^
onia R. Carvalho Kia Mortazavi
]s
City Attorney Y Executive Director, tanning
16 ((,,
17 Dated: Dated:
18
19
20
&"21
VV 22
23
24
25
26
Page 11 of 11
AGREEMENT NO. C-2-1907
EXHIBIT A
BCIP FUNDING PLAN
BICYCLE CORRIDOR IMPROVEMENT PROGRAM
CALL FOR PROJECTS
MAPLE BIKE TRAIL SAFETY ENHANCEMENTS
Project Schedule and Funding
Schedule
Completion
Date
Final Environmental Document
5/21/2012
Begin Design Engineering
3/1/2013
Plans, Specifications, and Cost Estimates complete
9/1/2013
Start Right-of-Way A
N/A
Right-of-Way Certification
N/A
Authorization to Proceed for Construction submittal
10/1/2013
Authorization to Proceed for Construction
12/1/2013
Award Construction
2/1/2014
Project Completion (open for use)
1 0/1 12 01 4
Preliminary Engineering and Construction funding authorized through this agreement:
Funding
BCIP CMAQ: 263 754 Local Match: $35,966
Right-of-Way
Fund Source
Fiscal Year
Original Planned
Allocation
Proportion
N/A
N/A
N/A
N/A
TOTAL
!A ---N/A
Project Manager Name (Print): Date:
Signature:
QUARTERLY /SEMI ANNUAL REPORT FORM
Project Title:
Agency: Date:
Schedule
EXHIBIT B
Original
Current
Completion
Completion
Date
Date
Draft Environmental Document
Fiscal
Year
Planned
Obligation
Final Environmental Document
Actual
Expended
Remaining
Allocation
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
Year
Planned
Obligation
Current
Estimates
Actual
Expended
Remaining
Allocation
Right -of -Way ($000's)
Fund Source
Fiscal
Year
Planned
Obligation
Current
Estimates
Actual
Expended
Remaining
Allocation
Construction ($000's)
Fund Source
Fiscal
Year
Planned
Obligation
Revised
Allocation
Actual
Expended
Remaining
Allocation
Major Activities:
Status:
Issues:
Name/Title:
Phone:
mail:
EXHIBIT B
EXHIBIT C
EXHIBIT C: FINAL PROJECT REPORT FORM
OCTA
Date
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.
Location and Scope of Work
Verification of Match
Project Schedule
Phase? , ,
,PrQ 'odd
: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 Constructon ion
Project Completi open for use)
Page 1
m
OCTA
Item #
BCIP: Final Cost
Page 2
M
OCTA
OCTA STAFF USE ONLY
BCIP: OCTA Staff Verification
Orange County Transportation Authority staff has inspected the project site and
certifies that the project is complete and ready for use.
Proiect Title
Name
Title
Signature r Date
Page 4