HomeMy WebLinkAboutHAZARD AVENUE PROTECTED BICYCLE LANES-2017INSURANCE NOT RF(2UIRED Please return an original A-2016-389-03
WORK MAY PROCEED executed agreement to
our office (M -30/T11)
CLERK OF COUNCIL
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MITI. FEB 12 201
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COOPERATIVE AGREEMENT NO. C-7-1862
2 BETWEEN
3 II ORANGE COUNTY TRANSPORTATION AUTHORITY
4 II AND
5 11 CITY OF SANTA ANA
6 II FOR
7 11 THE BICYCLE CORRIDOR IMPROVEMENT PROGRAM PROJECT
8 II HAZARD AVENUE PROTECTED BICYCLE LANES
9
O 6,w
10 THIS COOPERATIVE AGREEMENT is effective this _l_day of Ap r a 201°, by and
11 between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184,
12 Orange, California 92863-1584, a public corporation of the State of California (hereinafter referred to
13 as "AUTHORITY"), and City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701, a
14 municipal corporation duly organized and existing under the constitution and laws of the State of
15 California (hereinafter referred to as "CITY") each individually known as "PARTY" and collectively
16 known as "PARTIES."
17 II RECITALS:
18 WHEREAS, AUTHORITY and CITY desire to enter into a Cooperative Agreement to define
19 the roles and responsibilities related to funding between AUTHORITY and CITY for the final design
20 and construction of Hazard Avenue Protected Bicycle Lanes Project as defined in the scope of work
21 provided in the Bicycle Corridor Improvement Program 2016 Call for Projects, herein incorporated by
22 reference; (hereinafter referred to as "PROJECT"); and
23 WHEREAS, the Bicycle Corridor Improvement Program is funded with Congestion Mitigation
24 and Air Quality Improvement Program ("CMAQ") funds; and
25 WHEREAS, the CMAQ program is authorized under Fixing America's Surface Transportation
26 11 (FAST) Federal Transportation Act; and
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COOPERATIVE AGREEMENT NO. C-7.1862
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
("Caltrans") and the Federal Highway Administration ("FHWA") approval; and
WHEREAS, on August 8, 2016, AUTHORITY's Board of Directors (BOARD), approved funding
of up to One Hundred Thousand dollars ($100,000) in CMAQ funds to be matched with Thirteen
Thousand, Six Hundred Forty dollars ($13,640) in CITY funds for the final design phase of PROJECT
and Nine Hundred Thirty -Five Thousand, Two Hundred Forty -Two dollars ($935,242) in CMAQ funds
to be matched with One Hundred Twenty -Seven Thousand, Five Hundred Thirty -Three dollars
($127,533) in CITY funds for the construction phase of PROJECT; and
WHEREAS, AUTHORITY and CITY agree that the total funding for PROJECT including final
design and construction shall be One Million, One Hundred Seventy -Six Thousand, Four Hundred
Fifteen dollars ($1,176,415), or amount in accordance with Exhibit A, entitled "Bicycle Corridor
Improvement Program Funding Plan", which is attached herein and incorporated by reference; and
WHEREAS, AUTHORITY and CITY agree that CMAQ funding for PROJECT is contingent
upon funding being. available through FAST Act and PROJECT maintaining its eligibility for this
funding; and
WHEREAS, AUTHORITY and CITY agree that Caltrans and FHWA authorization is required
following AUTHORITY's amendment to the Federal Transportation Improvement Program ("FTIP"),
and in order to proceed or commence each phase of PROJECT for performance under this
Cooperative Agreement; and
WHEREAS, AUTHORITY is responsible for programming the funds to specific projects within
Orange County; and Caltrans administers the CMAQ program on behalf of the FHWA and is
responsible for acquiring federal approvals for PROJECT on behalf of CITY, determining federal
eligibility, compliance with federal requirements, and reimbursement for PROJECT activities; and
WHEREAS, this Cooperative Agreement defines the specific terms and conditions and funding
responsibilities between the PARTIES for completion of PROJECT; and
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COOPERATIVE AGREEMENT NO. C-7-1862
WHEREAS, On August 8, 2016, AUTHORITY's BOARD approved this Cooperative
Agreement; and
WHEREAS, On ljU 7 , 20 14 , CITY's City Council approved this Cooperative
Agreement;
NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as
follows:
ARTICLE 1. COMPLETE AGREEMENT
A. This Cooperative Agreement, including any attachments incorporated herein and made
applicable by reference, constitutes the complete and exclusive statement of the term($) and
condition(s) of this Cooperative Agreement between AUTHORITY and CITY and it supersedes all prior
representations, understandings, and communications. The invalidity in whole or in part of any term
or condition of this Cooperative Agreement shall not affect the validity of other term(s) or condition(s)
of this Cooperative Agreement. The above referenced Recitals are true and correct and are
incorporated by reference herein.
B. AUTHORITY's failure to insist on, any instance(s) of CITY's performance of any term(s)
or condition(s) of this Cooperative Agreement shall not be construed as a waiver or relinquishment of
AUTHORITY's right to such performance or to future performance of such term(s) or condition(s), and
CITY's obligation in respect thereto shall continue in full force and effect. Changes to any portion of
this Cooperative Agreement shall not be binding upon AUTHORITY except when specifically
confirmed in writing by an authorized representative of AUTHORITY by way of a written amendment
to this Cooperative Agreement and issued in accordance with the provisions of this Cooperative
Agreement.
C. CITY's failure to insist on any instance(s) of AUTHORITY's performance of any term(s)
or condition(s) of this Cooperative Agreement shall not be construed as a waiver or relinquishment of
CITY's right to such performance or to future performance of such term(s) or condition(s), and
AUTHORITY's obligation in respect thereto shall continue In full force and effect. Changes to any
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COOPERATIVE AGREEMENT NO. C-7-1862
portion of this Cooperative Agreement shall not be binding upon CITY except when specifically
confirmed in writing by an authorized representative of CITY by way of a written amendment to this
Cooperative Agreement and issued in accordance with the provisions of this Cooperative Agreement.
ARTICLE 2. SCOPE OF AGREEMENT
This Cooperative Agreement specifies the terms and conditions, roles and responsibilities of
PARTIES as they pertain to the subjects and PROJECT addressed herein. PARTIES agree that each
shall cooperate and coordinate with the other in all activities covered by this Cooperative Agreement
and any other supplemental agreements, including Letter Agreements which may be required to
facilitate purposes thereof.
ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
AUTHORITY agrees to the following responsibilities for PROJECT:
A. AUTHORITY shall formally request on behalf of CITY that the Southern California
Association of Governments ("SCAG") amend the FTIP to program up to the amount of funds in
accordance with the funding plan outlined in Exhibit A, whereby AUTHORITY's performance under
this Cooperative Agreement is contingent upon SCAG, Caltrans and FHWA approval.
B. AUTHORITY shall process any required FTIP amendments.
C. AUTHORITY shall provide assistance to CITY in securing the CMAQ funds.
D. AUTHORITY is not required to program or provide any amount beyond what has been
identified in this Cooperative Agreement as CMAQ and what is ultimately approved for PROJECT in
CMAQ by Caltrans and FHWA.
E. AUTHORITY shall review CITY's request for obligation of CMAQ funds which must
receive AUTHORITY approval prior to submittal to Caltrans District 12.
F. AUTHORITY shall cancel PROJECT if CITY has not submitted a complete request for
authorization to proceed ("E-76 Request") to Caltrans and AUTHORITY, including prior environmental
approval by February 1 of the year the funds are programmed.
G. AUTHORITY reserves the right to change the fund sources programmed to the
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COOPERATIVE AGREEMENT NO. C-7-1862
t PROJECT.
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ARTICLE 4. RESPONSIBILITIES OF CITY
CITY agrees to the following responsibilities for PROJECT:
A. CITY shall act as the lead agency for the final design and construction of PROJECT.
B. CITY shall comply with all local, state, and federal project delivery requirements
including, but not limited to Disadvantaged Business Enterprise, Title VI, American with Disabilities
Act, and Buy America provisions.
C. CITY shall submit National Environmental Policy Act (NEPA) and the California
Environmental Quality Act (CEQA) environmental documentation to Caltrans for approval prior to
November 30 or of the fiscal year the funds are programmed in accordance to Exhibit A.
D. CITY is responsible for preparing and submitting to AUTHORITY an Engineer's
Estimate of PROJECT cost ninety (90) days prior to E-76 Request.
E. CITY is responsible for preparing and submitting all necessary Caltrans -required
documentation including E-76 Request. CITY agrees to submit an E-76 Request including all required
forms and prior approvals including NEPA to Caltrans District 12 by February 1 of the year the funds
are programmed, consistent with the fiscal year identified in Exhibit A.
F. CITY acknowledges that if the E-76 Request for CMAQ funds is not submitted to
Caltrans by February 1 of the year the funds are programmed, or CITY has not advanced PROJECT
to ready -to -list stage as determined through Caltrans guidelines by this date, or PROJECT is found
ineligible by Caltrans and FHWA, the proposed funding shall be cancelled by AUTHORITY.
G. CITY shall provide a minimum of twelve percent (12%) of the final design and
construction costs in CITY funds as the required local match consistent with Exhibit A. Any savings
recognized in the PROJECT will be credited or reimbursed proportionally to the amount contributed
to the PROJECT by each fund type.
H. CITY shall follow applicable procurement procedures outlined in the Caltrans Local
Assistance Program Guide Chapter 10 Consultant Selection and Chapter 15 Advertise and Award
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I Project.
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COOPERATIVE AGREEMENT NO. C-7.1862
I. CITY shall not advertise or award a contract before FHWA authorization to proceed.
J. CITY shall invoice Caltrans at minimum once every six (6) months.
K. CITY agrees that any cost overruns shall be the responsibility of CITY.
L. If CITY receives local, state, or federal funds from a non -AUTHORITY source, CITY
will not invoice Caltrans for the amount received from the other non -AUTHORITY source(s).
M. CITY shall notify AUTHORITY regarding any funds from non -AUTHORITY sources
received for the PROJECT and AUTHORITY funds may not pay for expenses already supported
through these non -AUTHORITY funds.
N. CITY agrees that AUTHORITY reserves the right to change the fund source
programmed to the PROJECT.
O. CITY shall submit semi-annual status reports for PROJECT to AUTHORITY due on
April 30 for the prior six (6) -month period (July through December), and due on October 30 for the
prior six (6) -month period (January through June), (Exhibit B, entitled "Semi -Annual Report Form").
P.. CITY shall submit a final report to AUTHORITY within six (6) months of Caltrans
payment of final progress invoice for PROJECT in accordance with Exhibit C, entitled "Final Project
Report Form."
Q. CITY is responsible for completing PROJECT in accordance with the Bicycle Corridor
Improvement Program Funding Plan (Exhibit A), and to abide by all CMAQ programming guidelines,
and any and all other federal, state, and Caltrans requirements.
R. If reimbursed costs are deemed ineligible by FHWA or Caltrans, CITY is required to
return any funds for any reason, those costs shall be the sole responsibility of CITY.
ARTICLE 5. DELEGATED AUTHORITY
The actions required to be taken by CITY in the implementation of this Cooperative Agreement
are delegated to its Public Works Director, or designee, and the actions required to be taken by
AUTHORITY in the implementation of this Cooperative Agreement are delegated to AUTHORITY's
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COOPERATIVE AGREEMENT NO. C-7-1862
Chief Executive Officer, or designee.
ARTICLE 6. 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 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
audit is completed. For the purposes of audit, the date of completion of this Cooperative Agreement
shall be the date of Caltrans' payment of CITY's final billing (so noted on the invoice) under this
Cooperative Agreement. AUTHORITY shall have the right to reproduce any such books, records, and
accounts. The above provision with respect to audits shall extend to and/or be included in construction
contracts with CITY's contractor(s).
ARTICLE 7. INDEMNIFICATION
A. CITY shall indemnify, defend and hold harmless AUTHORITY, its officers, directors,
employees and agents from and against any and all claims (including attorney's fees and reasonable
expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker's
compensation subrogation claims, damage to or loss of use of property alleged to be caused by the
negligent acts or, omissions, orwillful misconduct, by CITY, its officers, directors, employees or agents
in connection with or arising out of the performance of this Cooperative Agreement.
B. AUTHORITY shall indemnify, defend and hold harmless CITY, its officers, directors,
employees and agents from and against any and all claims (including attorney's fees and reasonable
expenses for litigation or settlement) for any toss or damages, bodily injuries, including death, worker's
compensation subrogation claims, damage to or loss of use of property alleged to be caused by the
negligent acts or, omissions, or willful misconduct, by AUTHORITY, its officers, directors, employees
or agents in connection with or arising out of the performance of this Cooperative Agreement.
C. The indemnification and defense obligations of this Cooperative Agreement shall
survive its expiration or termination.
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COOPERATIVE AGREEMENT NO. C-7-1862
ARTICLE 8. ADDITIONAL PROVISIONS
PARTIES agree to the following mutual responsibilities:
A. Term of Agreement: This Cooperative Agreement shall continue in full force and effect
through December 31, 2024 or until final acceptance by AUTHORITY, whichever is later. This
Cooperative Agreement may only be extended upon mutual agreement by both PARTIES.
B. Termination: This Cooperative Agreement is null and void if PROJECT is not funded.
AUTHORITY shall cancel projects for which CITY has not submitted an E-76 Request by February 1
of the fiscal year for which funds are programmed and, or has not advanced PROJECT to ready stage
as determined by AUTHORITY.
C. Termination for Convenience: This Cooperative Agreement may be terminated by
either PARTY after giving thirty (30) days prior written notice to the other PARTY.
D. Amendments: This Cooperative Agreement may be amended in writing at any time by
the mutual consent of PARTIES. No amendment shall have any force or effect unless executed in
writing by PARTIES.
E. _ PARTIES shall comply with all applicable federal, state, and local laws, statues,
ordinances and regulations of any governmental authority having jurisdiction over PROJECT.
F. Legal Authority: PARTIES hereto consent that they are authorized to execute this
Cooperative Agreement on behalf of said PARTIES and that, by so executing this Cooperative
Agreement, PARTIES hereto are formally bound to the provisions of this Cooperative Agreement.
G. Severability: If any term, provision, covenant or condition of this Cooperative
Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of
competent jurisdiction, the remainder of this Cooperative Agreement shall not be affected thereby,
and each term, provision, covenant or condition of this Cooperative Agreement shall be valid and
enforceable to the fullest extent permitted by law.
H. Counterparts of Agreement: This Cooperative Agreement may be executed and
delivered in any number of counterparts, each of which, when executed and delivered shall be deemed
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COOPERATIVE AGREEMENT NO. C-7-1862
an original and all of which together shall constitute the same agreement. Facsimile signatures will
be permitted.
I. Force Majeure: Either AUTHORITY or CITY shall be excused from performing its
obligations under this Cooperative Agreement during the time and to the extent that it is prevented from
performing by an unforeseeable cause beyond its control, including but not limited to; any incidence of
fire, flood; acts of God; commandeering of material, products, plants or facilities by the federal, state or
local government; national fuel shortage; or a material act or omission by the other PARTY; when
satisfactory evidence of such cause is presented to the other PARTY, and provided further that such
nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the
AUTHORITY or CITY not performing.
J. Assignment: Neither this Cooperative Agreement, nor any of the AUTHORITY and CITY
rights, obligations, duties, or authority hereunder may be assigned in whole or in part by either
AUTHORITY or CITY without the prior written consent of the other PARTY in its sole and absolute
discretion. Any such attempt of assignment shall be deemed void and of no force and effect. Consent
to one assignment shall not be deemed consent to any subsequent assignment, nor the waiver of any
right to consent to such subsequent assignment.
K. Obligations To Comply with Law: Nothing herein shall be deemed nor construed to
authorize or require any PARTY to issue bonds, notes or other evidences of indebtedness under the
terms, in amounts, or for purposes other than as authorized by local, state or federal law.
L. Governing Law: The laws of the State of California and applicable local and federal laws,
regulations and guidelines shall govern this Cooperative Agreement.
M. Litigation fees: Should litigation arise out of this Cooperative Agreement for the
performance thereof, the court shall award costs and expenses, including attorney's fees, to the prevailing
L&I:4
N. Notices: Any notices, requests, or demands made between the PARTIES pursuant to
this Cooperative Agreement are to be directed as follows:
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COOPERATIVE AGREEMENT NO. C-7-1862
To CITY:
To AUTHORITY:
City of Santa Ana
Orange County Transportation Authority
20 Civic Center Plaza, M-43
550 South Main Street
P. O. Box 14184
Santa Ana, California 92701
Orange, California 92863-1584
Attention: Zed Kekula
Attention: Luis Martinez
Senior Civil Engineer
Associate Contract Administrator
(714)-647-5606
(714)-560-5767
Email: ZKekula( Santa-ana.oM
Email: Imartinezl@octa.net
With a copy that shall not constitute Notice to:
Cc: Cory Wilkerson
Cc: Louis Zhao
Active Transportation Coordinator
Section Manager, Transit and Local
Transportation Programming
O. Successors and Assigns: The provisions of this Cooperative Agreement shall bind and
inure to the benefit of each of PARTIES hereto, and all successors or assigns of PARTIES hereto.
P. 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.
/
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V
�J
COOPERATIVE AGREEMENT NO. C-7-1862
IN WITNESS WHEREOF, the PARTIES hereto have caused this Cooperative Agreement
No. C-7-1862 to be executed on the date first above written.
CITY OF SANTA AN ORANGE COUNTY TRANSPORTATION AUTHORITY
By: r raa . By.
Fr d Mousavipour, xecutive Director rell ohnson
Public Works Agency Chia ecutive Officer
ATTEST:07-
APPROVED AS TO
By: 1..._-✓ '�IA4 a:) -ABY
Marla D. Huizar Ja s M. D nict
City Clerk neral Counsel
APPROVED AS TO FORM: APPROVAL RE(
By: aaz By:
nia R. Carvalho d - Kia Mortazavi
City Attorney Executive Director, Planning
Dated: Vol?;, /f �
Ra�dinez II ��
City Manager
Dated: ;7 " /"( I
Page 11 of 11
Please return an original
executed agreement to
our office (M -30/T11)
EXHIBIT A
BICYCLE CORRIDOR IMPROVEMENT PROGRAM FUNDING PLAN
HAZARD AVENUE PROTECTED BICYCLE LANES
Project Schedule and Funding
Schedule
Completion
Date
Final Approval of Environmental Document
3/1/2017
Begin Final Design Engineering
4/6/2017
Plans, Specifications, and Cost Estimates Complete
9/1/2018
Start Right -of -Way Acquisition
N/A
Right -of -Way Certification
N/A
Award Construction Deadline
3/1/2019
Project Completion (open for use
3/1/2022
Total funding authorized through this agreement:
CMAQ: $1,035,242 LOCAL MATCH: $141,173 Total Cost: $1,176,416
Final Design ($000's)
Fund Source
Programming
Fiscal Year
Original Planned
Allocation
Proportion
CMAQ
FY16/17
$100,000
88%
CITY
FY16/17
$13,640
12%
TOTAL
$113,640
Riqht-of-Way ($000's)
Fund Source
Programming Original Planned Proportion
Fiscal Year Allocation
Proportion
CMAQ
FY17/18 $935,242
88%
TOTAL
Construction (including Construction Management) ($000's)
Fund Source
Programming orPlanned
Fiscal Year Allocation
Proportion
CMAQ
FY17/18 $935,242
88%
CITY
FY17/18 $127,533
12%
TOTAL $1,062,775
Project Manager Signature:
Project Manager Name: Monica M. Suter
COOPERATIVE AGREEMENT NO. C-7-1862
EXHIBIT B
SEMI-ANNUAL REPORT FORM
Project
Agency: Date:
Schedule
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
Original
Current
Completion
Completion
Date
Date
Fund Source Fiscal
Year
Planned
Obli ation
Current
Estimates
Actual
Ex ended
Remaining
Allocation
Right-of-Wav ($000's)
Fund Source FiscalPlanned
Year
Obli ation
Current
Estimates
Actual
Ex ended
Remaining
Allocation
Construction $000's
Fund Source Fiscal
Year
Planned
Obligation
Revised
Allocation
Actual
Expended
Remaining
Allocation
Major Activities:
Status:
Issues:
Name/Title:
Phone: Email:
2
COOPERATIVE AGREEMENT NO. C-7-1862
EXHIBIT B