HomeMy WebLinkAboutORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) (C-6-0069) (4TH)A- 2006 -04344
AMENDMENT NO. 4 TO
AGREEMENT NO. C -6 -0069
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF SANTA ANA
THIS AMENDMENT NO. 4 is effective as of this day of 2013, by and
between the Orange County Transportation Authority, (hereinafter referred to as "AUTHORITY ") and
the City of Santa Ana, a charter city and municipal corporation of the State of California (hereinafter
referred to as "CITY").
WHEREAS, by Cooperative Agreement No. C -6 -0069 dated June 12, 2006, and last amended
on June 23, 2011, AUTHORITY and CITY entered into a cooperative agreement for the Bristol Street
Widening Project; and
WHEREAS, CITY has realized cost savings from the execution of PHASE I and II work; and
WHEREAS, CITY desires to use the cost savings towards PHASE III and IV costs, as allowed
by original Agreement, with no increase to the AUTHORITY'S maximum obligation; and
WHEREAS, It is mutually agreed that Exhibit D be modified to reflect quarterly maximum
obligation for Project for a higher frequency of disbursement of funds, allowing CITY to meet its financial
obligations; and
WHEREAS, CITY requested and AUTHORITY agreed to extend the termination date of the
Agreement to allow for completion of PHASE III and IV work;
NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY that
Cooperative Agreement No. C -6 -0069 is hereby amended in the following particulars only:
1. Amend ARTICLE 2. SCOPE AND DEFINITIONS, page 2 of 26, paragraph B, line 3, to
delete December 31, 2013 as the expiration date of the Agreement and, in lieu thereof, insert "June 30,
L 1CMAM iCLERiCAIWVGRDPROC +AGREEt4MEND4 N1430069 DOC
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AMENDMENT NO. 4 TO
AGREEMENT NO. C- 6.0069
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF SANTA ANA
THIS AMENDMENT NO. 4 is effective as of this day ofJ 2013, by and
between the Orange County Transportation Authority, (hereinafter referred to as "AUTHORITY") and
the City of Santa Ana, a charter city and municipal corporation of the State of California (hereinafter
referred to as "CITY").
WHEREAS, by Cooperative Agreement No. C -6 -0069 dated June 12, 2006, and last amended
on June 23, 2011, AUTHORITY and CITY entered into a cooperative agreement for the Bristol Street
Widening Project; and
WHEREAS, CITY has realized cost savings from the execution of PHASE I and II work; and
WHEREAS, CITY desires to use the cost savings towards PHASE III and IV costs, as allowed
by original Agreement, with no increase to the AUTHORITY'S maximum obligation; and
WHEREAS, It is mutually agreed that Exhibit D be modified to reflect quarterly maximum
obligation for Project for a higher frequency of disbursement of funds, allowing CITY to meet its financial
obligations; and
WHEREAS, CITY requested and AUTHORITY agreed to extend the termination date of the
Agreement to allow for completion of PHASE III and IV work;
NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY that
Cooperative Agreement No. C -6 -0069 is hereby amended in the following particulars only:
1. Amend ARTICLE 2. SCOPE AND DEFINITIONS, page 2 of 26, paragraph B, line 3, to
delete December 31, 2013 as the expiration date of the Agreement and, in lieu thereof, insert "June 30,
-ALLT) 069 CRY OF SANTA ANA\AMEND 4WM460069.0OC
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AMENDMENT NO. 4 TO
COOPERATIVE AGREEMENT NO. C -6 -0069
2. Amend ARTICLE 5. RESPONSIBILITIES OF AUTHORITY, pages 4 and 5 of 26, to
delete in its entirety and, in lieu thereof, insert the following:
"C. Maximum Obligation- Notwithstanding any provisions of this Agreement to the
contrary, AUTHORITY and CITY mutually agree that AUTHORITY's maximum cumulative payment
obligation for PHASE I and PHASE II of the PROJECT shall be One Hundred and Twenty -Five
Million Dollars ($125,000,000.00), In no way shall the AUTHORITY's maximum obligation exceed
this amount. The AUTHORITY and CITY agree to a distribution of money quarterly as identified in
Exhibit D, Amendment No. 4, attached to and, by this reference, incorporated in and made part of
this Agreement. If CITY incurs additional costs, direct or indirect inclusive, AUTHORITY is not
obligated to make available additional funding. If the cumulative total payments to CITY from
AUTHORITY for PHASE I and PHASE II of the PROJECT is less than the maximum cumulative
obligation, the difference, up to the maximum obligation under this Agreement, shall be used
towards PHASE III and PHASE IV of the PROJECT under the conditions set forth in this Agreement
or in a separate agreement."
3. Amend ARTICLE 8. PAYMENT, page 8 of 26, paragraph B. Delivery of Invoice, lines
11 through 20, as last amended by Amendment No. 3, to delete in its entirety and, in lieu thereof, insert
the following:
"B. Delivery of Payment Request
1. On a monthly basis, CITY shall request payment from AUTHORITY an amount
based upon a pro -rated portion of amounts specified in Exhibit D, entitled "Quarterly Maximum
Obligation for Bristol Street Widening ". CITY'S requests for payment shall be in writing, with three (3)
copies submitted to AUTHORITY'S Accounts Payable Department and one (1) copy submitted to
AUTHORITY'S Project Manager. Within ten (10) business days after AUTHORITY'S receipt of an
acceptable request for payment, AUTHORITY will review the request for payment for consistency and
conformity with all requirements of this Agreement and issue payment to CITY. AUTHORITY shall
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AMENDMENT NO. 4 TO
COOPERATIVE AGREEMENT NO. C -6 -0069
notify CITY of any amounts not approved for payment and specify the reason for disapproval. CITY
may include such disapproved amounts in the next month's request for payment after correction of the
deficiencies noted by AUTHORITY (all such disapproved amounts shall be deemed in dispute unless
otherwise agreed).
2. On a quarterly basis, CITY shall reconcile actual expenses versus payments
from AUTHORITY for the PROJECT. If actual expenses are less than payments from AUTHORITY,
AUTHORITY shall withhold such excess payment amounts from CITY's next monthly payment request.
If actual expenses exceed payments from AUTHORITY, CITY shall submit a written request for
payment to AUTHORITY for such additional actual expenses. In no event shall payments from
AUTHORITY exceed amounts specified in Exhibit D, entitled "Quarterly Maximum Obligation for Bristol
Street Widening, Amendment No. 4 ", nor the maximum obligation amount specified in ARTICLE 5 of
the Agreement, paragraph C."
4. Amend ARTICLE 8. PAYMENT, page 9 of 26, paragraph D. Payment By AUTHORITY,
lines 8 through 16 to delete in its entirety and, in lieu thereof, insert the following:
"D. Payment by AUTHORITY — Within ten (10) business days after receipt by AUTHORITY of
a complete and acceptable invoice, AUTHORITY shall pay CITY the amount of the invoice approved
for payment, less any amounts, which AUTHORITY is otherwise entitled to withhold or deduct. In no
event shall AUTHORITY have any obligation to pay CITY any amount, which (a) would result in
payment for any activity in excess of the quarterly maximum obligation as indicated in Exhibit D of
this Agreement or (b) for work not performed solely for the purposes of PHASE I, PHASE II, PHASE
III and PHASE IV of the PROJECT. Funds that are obligated for a quarterly period, but not released
to CITY during such period, will be made available to CITY in subsequent periods but only in
accordance with the terms of this Agreement."
3. Amend "Exhibit D, Semi - Annual Maximum Obligation for Bristol Street Widening,
Amendment No. 3" to delete in its entirety and replace with the attached "Exhibit D, Quarterly Maximum
Obligation for Bristol Street Widening, Amendment No. 4 ".
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■
AMENDMENT NO, 4 TO
COOPERATIVE AGREEMENT NO. C -6 -0069
This Amendment shall be made effective March 15, 2013.
The balance of said Cooperative Agreement remains unchanged.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to
Cooperative Agreement No. C -6 -0069 to be executed on the effective date above written.
CITY OF SANTA ANA/ ORANGE COL14TY- TTZ"SPORTATION AUTHORITY
0
- Patti - waiters i
City Manager
ATTEST:
trC Z lRc Vr Ke-
By: a'P'A
Maria D. Huizar
Clerk of the Council
APPROVED AS TO FORM:
Sonia Carvalho
City Attorney
By. C) ' L- 1G'1 2,9*
By: Laura Sheedy
Assistant City Attorney
Meena Kafakia
Manager, Capital Projects
APPROVED AS TO FORM:
By:
Kennard R. Smart, Jr.
General Counsel
Page 4 of 4
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