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06-0226_ORANGE COUNTY TRANSPORTATION AUTHORITY_Cooperative Agr No. C-6-0815LETTER OF UNDERSTANDING AND AGREEMENT BETWEEN THE CITY OF SAN CLEMENTE AND THE CITIES OF DANA POINT AND SAN JUAN CAPISTRANO The Tri City Trolley Team consisting of the cities of San Clemente, Dana Point and San Juan Capistrano, agree that the City of San Clemente shall continue as the lead agency for the Tri City Trolley project in connection with matters concerning the Cooperative Agreement with the Orange County Transportation Authority's (OCTA) Go Local Program. The three partner agencies desire to divide the costs associated with the planning phase of the Go Local process as outlined in the Cooperative Agreement. The City of San Clemente agrees to be responsible for reimbursing OCTA f6LL0%--cost_a1socaatrd with phase. 7 on behalf of the three cities More specifically - o OCTA will determine which consultant will be responsible for which project (or City). o OCTA will pay the consultant costs. o The Tri City Trolley Team's match is 10% of the Step 2 consultant's costs up to $100,000. o The 10% match will be divided between the three agencies. o Cities cannot use staff time as part of the match. o The three cities shall indemnify OCTA. The points of contact responsible for administration of this Letter of Understanding are: City of San Clemente: Akram Hindiyeh City Traffic Engineer 910 Calle Negocio, San Clemente, CA 92673 (949)361-6127 City of Dana Point: Christy Teague Economic Development Manager 33282 Golden Lantern, Dana Point, CA 92629 (949) 248-3519 City of San Juan Capistrano: Jill Thomas Senior Management Analyst 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 (949) 443-6362 This memorandum shall remain in effect until terminated by either of the parties upon 60 days notice to the other party. In the event of termination, however, this agreement shall continue to apply to all ongoing proceedings covered by the agreement. BY: CITY F SAN C EMENTE G CIT* Sc o ugh TITLE; City Manager DATE: 8 ./ b, 8 Z6 RANO 1 AMENDMENT NO. 1 TO 2 COOPERATIVE AGREEMENT NO. C-6-0815 3 BETWEEN 4 ORANGE COUNTY TRANSPORTATION AUTHORITY 5 AND 6 CITY OF SAN JUAN CAPISTRANO 7 THIS AMENDMENT NO. 1 is effective as of this k s-` day ofTa*�, 2008, by and 8 between the Orange County Transportation Authority, (hereinafter referred to as "AUTHORITY") and 9 the City of San Juan Capistrano, (hereinafter referred to as "CITY"). 10 WITNESSETH: 11 WHEREAS, by Cooperative Agreement No. C-6-0815 dated February 26, 2007, AUTHORITY 12 and CITY entered into a cooperative agreement to work as partners to develop a community-based 13 transit vision that increases use of Metrolink by San Juan Capistrano residents, visitors and/or 14 employees; and 15 WHEREAS, both parties agree to extend the term of the cooperative agreement and establish a 16 deadline for receipt of proposals for GO LOCAL Step One at no increase in the maximum cumulative 17 payment obligation; and is WHEREAS, AUTHORITY's Board of Directors has reviewed and approved the issuance of this 19 Amendment on November 26, 2007; 20 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY that 21 Agreement No. C-6-0815 is hereby amended in the following particulars only: 22 1. Amend ARTICLE 4. RESPONSIBILITIES OF CITY, Page 5 of 13, to add as follows: 23 "H. Commencement of Work — CITY shall commence Step One no later than March 1, 24 2008." 25 2. Amend ARTICLE 9. ADDITIONAL PROVISIONS, Page 7 of 13, line 11, to delete 26 "December 31, 2007" as the term of the cooperative agreement and in lieu thereof insert "June 30, 9 L:\CAMM\CLERICAL\CLERICAL\CLERICAL\ W ORDPROCIAGREE W MENDNM160815. DOC Page 1 of 2 1 2 3 4 5 6 7 8 9 to 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 • AMENDMENT NO. 1 TO COOPERATIVE AGREEMENT NO. C-6-0815 2008". The balance of said Agreement remains unchanged. Upon execution this Amendment No. 1 shall be made effective on January 1, 2008. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Cooperative Agreement No. C-6-0815 to be executed on the effective date above written. CITY OF SAN JUAN CAPISTRANO ORANGE COUNTY TRANSPORTATION AUTHORITY By O By 1 Jo Soto Arthur T. Leahy M or Chief Executive Officer APPROVED AS TO FORM: By Kennard R. Smart, Jr. General Counsel APPROVAL Kia Mortazavi ',-- Executive Director Development L\CAMM\CLERICAL\CLERICAL\CLERICAL\WORDPROCIAGREE ENDWMIW815.DOC Page 2 of 2 11 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 FAX www.sanjuancapistrano.org TRANSMITTAL I� IAOAI01nA1 ❑TAIIItMN 1961 1776 David A. Christianson Principal Contract Administrator Orange County Transportation Authority (OCTA) 550 South Main Street Orange, CA 92863-1584 DATE: April 21, 2008 FROM: Maria Morris, Deputy City Clerk (949) 443-6309 RE: Amendment No. 1 to Cooperative Agreement No. C-6-0815 MEMBERS OF THE CITY COUNCIL SAM ALLEVATO THOMAS W. HRIBAR MARK NIELSEN JOE SOTO DR. LONDRES USO Enclosed are two original agreements. Please return to our office an original executed agreement. If you have questions concerning the agreement, please contact Jill Thomas, Senior Management Analyst (949) 443-0662. Cc: Jill Thomas, Senior Management Analyst San Juan Capistrano: Preserving the Past to Enhance the Future 0 PnnTed on 100% recydetl paper • • 4/15/2008 AGENDA REPORT (�� r•^ D8 TO: Dave Adams, City Manager W'"- V� FROM: Nasser Abbaszadeh, Engineering & Building Director SUBJECT: Consideration of Amendment No. 1 to Cooperative Agreement No.0-6-0815, with Orange County Transportation Authority, regarding the Go Local Program. RECOMMENDATION By motion, approve Amendment No. 1 to Cooperative Agreement No. C-6-0815 with Orange County Transportation Authority (OCTA) regarding the Go Local Program, extending the deadline for receipt of proposals for Go Local Step One. SITUATION A. Summary and Recommendation At their meeting of November 21, 2006, the City Council of San Juan Capistrano approved Cooperative Agreement No. C-6-0815 with the Orange County Transportation Authority (OCTA), for initiation of the Downtown Trolley System Feasibility Study. Staff is recommending approval of Amendment No. 1 to the Agreement which extends the term of the cooperative agreement and establishes a deadline for receipt of proposals for Go Local Step One at no increase in the maximum cumulative payment obligation. The new deadline, per Amendment No. 1, for cities to comply with Step One is no later than March 1, 2008 (original agreement deadline was December 2007). As the deadline in the amendment has already passed, this is a formality. Additionally, the term of the Agreement is being extended to June 30, 2008. B. Background In April 2006, City Council authorized staff to pursue Go Local Funds in the amount of $100,000 for the purposes of exploring a Downtown Trolley and to work with the cities of Dana Point and San Clemente to explore transit opportunities of mutual benefit. Since that time, the three cities have worked together to create the Tri City Trolley concept and final report for OCTA Go Local Program — Step One. This report was submitted to OCTA for consideration on Agenda Report • April 15, 2007 Page 2 March 13, 2008. The City, along with the cities of Dana Point and San Clemente, is currently awaiting approval to advance to Step Two from OCTA. In March 2008, staff received a request from OCTA requesting approval of Amendment No. 1 to Cooperative Agreement No. C-06-0815. Amendment No. 1 will extend the deadline for all cities interested in Orange County to submit their Step One Go Local Applications to March 1, 2008. COMMISSIONS/BOARD REVIEW, RECOMMENDATIONS Not applicable. FINANCIAL CONSIDERATIONS Approval of Amendment No. 1 will maintain City's eligibility to receive consideration of Measure M Go Local funds for the Go Local Program. There is no impact to City funds. Not applicable. RECOMMENDATION By motion, approve Amendment No. 1 to Cooperative Agreement No. C-6-0815 with Orange County Transportation Authority (OCTA) regarding the Go Local Program, extending the deadline for receipt of proposals for Go Local Step One. Respectfully submitted: Premed by: Nasser Abbaszadeh, P.E. Jill Thomas Engineering & Building Director Senior Management Analyst JT Attachments: 1. Amendment No. 1 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 0 0 AMENDMENT NO. 1 TO COOPERATIVE AGREEMENT NO. C-8-0815 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY Iw CITY OF SAN JUAN CAPISTRANO THIS AMENDMENT NO.1 is effective as of this day of 2008, by and between the Orange County Transportation Authority, (hereinafter referred to as "AUTHORITY") and the City of San Juan Capistrano, (hereinafter referred to as "CITY"). WHEREAS, by Cooperative Agreement No. C-6-0815 dated February 26, 2007, AUTHORITY and CITY entered into a cooperative agreement to work as partners to develop a community-based transit vision that increases use of Metrolink by San Juan Capistrano residents, visitors and/or employees; and WHEREAS, both parties agree to extend the term of the cooperative agreement and establish a deadline for receipt of proposals for GO LOCAL Step One at no increase in the maximum cumulative payment obligation; and WHEREAS, AUTHORITY's Board of Directors has reviewed and approved the issuance of this Amendment on November 26, 2007; NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY that Agreement No. C-6-0815 is hereby amended in the following particulars only: 1. Amend ARTICLE 4. RESPONSIBILITIES OF CITY, Page 5 of 13, to add as follows: "H. Commencement of Work — CITY shall commence Step One no later than March 1 2. Amend ARTICLE 9. ADDITIONAL PROVISIONS, Page 7 of 13, line 11, to delete "December 31, 2007". as the term of the cooperative agreement and in lieu thereof insert "June 30, L:\CAMKCLERICAL\CLERICAL%CLERIC %MRDPR GREE END%Mi6 15 DOC Page 1 of 2 ATTACHMENT • • AMENDMENT NO. 1 TO COOPERATIVE AGREEMENT -NO. C-8-0815 The balance of said Agreement remains unchanged. Upon execution this Amendment No. 1 shall he made effective on January 1, 2008, IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Cooperative Agreement No. C-0-0815 to be executed on the effective date above written. CITY OF SAN JUAN CAPISTRANO ORANGE COUNTY TRANSPORTATION AUTHORITY Un Joe Soto Mayor ATTEST: Margaret M. Monahan City Clerk Arthur T. Leahy Chief Executive Officer APPROVED AS TO FORM: By Kennard R. Smart, Jr. General Counsel APPROVAL By Kia Mortazavi Executive Director Development Page 2 of 2 • 0 1 COOPERATIVE AGREEMENT NO. C- 6-0815 2 BETWEEN 3 ORANGE COUNTY TRANSPORTATION AUTHORITY 4 AND 5 CITY OF SAN JUAN CAPISTRANO 6 FOR 7 CITY -INITIATED TRANSIT EXTENSIONS TO METROLINK 8 THIS AGREEMENT is made and entered into this C261.day of 9 2006, by and between the Orange County Transportation Authority, 550 South Main Street, P.O. 10 Box 14184, Orange, California 92863-1584, a public corporation of the State of California 11 (hereinafter referred to as "AUTHORITY"), acting on behalf of the Orange County Local 12 Transportation Authority, and the City of San Juan Capistrano, 32400 Paseo Adelanto, San Juan 13 Capistrano, California, 92675, a municipal corporation and charter city duly organized and existing 14 under the constitution and laws of the State of California (hereinafter referred to as "CITY"). 15 RECITALS: 16 WHEREAS, AUTHORITY considers its railroad lines linking Los Angeles and San Diego 17 Counties and the Inland Empire to be the core of Orange County's future rail transit system; and 18 WHEREAS, CITY and AUTHORITY wish to work as partners to develop a community-based 19 transit vision that increases use of Metrolink by San Juan Capistrano residents, visitors, and/or 20 employees; and 21 WHEREAS, the funds allocated through this program must comply with the 1990 Measure M 22 ordinance which states in part that the intent is to provide matching funds to encourage development 23 of extensions to major activity centers and providing access between the primary rail system and 24 employment centers; and 25 WHEREAS, CITY is encouraged to enter into written agreements with other cities to 26 collaborate in some or all facets of a planning and needs assessment to support this vision; and Page 1 of 13 cI 1 2 3 4 5 6 s 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 U 0 AGREEMENT C-6-0815 WHEREAS, Measure M funds have been designated for cities to study ways to accomplish this; and WHEREAS, CITY will develop a proposed Project Concept (further defined hereunder) which will factor in, among other elements, community interests and desires; and WHEREAS, the AUTHORITY's Board of Directors on February 27, 2006, allocated Measure M funds to a program designed to enable cities that wish to develop a local transit vision including defined enhancements and transit extensions to Metrolink that work best with their local community's short and long-term priorities (hereinafter referred to as "GO LOCAL Step 1"); and WHEREAS, CITY has completed the GO LOCAL Step 1 Project Concept form, and AUTHORITY has found such concept acceptable; and WHEREAS, CITY, upon AUTHORITY's execution of this Agreement, will pursue the Project Concept; and follows: NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as ARTICLE 1. COMPLETE AGREEMENT This Agreement, including all exhibits and documents incorporated herein and made applicable by reference, constitutes the complete and exclusive statement of the terms and conditions of the agreement between AUTHORITY and CITY concerning the GO LOCAL Step 1 work and supersedes all prior representations, understandings and communications between the parties. The invalidity in whole or part of any term or condition of this Agreement shall not affect the validity of the other terms or conditions. Page 2 of 13 1 2 3 4 5 6 7 a 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 • 0 AGREEMENT C-6-0815 ARTICLE 2. SCOPE A. This Agreement specifies the procedures that AUTHORITY and CITY will follow in connection with the GO LOCAL Step 1 work to be performed. CITY agrees to provide all services identified in Project Concept, identified herein as Exhibit A to this Agreement. Both AUTHORITY and CITY agree that each will cooperate and coordinate with the other in all activities covered by this Agreement and any other supplemental agreements. B. AUTHORITY's failure to insist upon CITY's performance of any terms or conditions of this Agreement shall not be construed as a waiver or relinquishment of AUTHORITY's right to such performance or to future performance of such terms or conditions and CITY's obligation in respect to performance shall continue in full force and effect. C. Changes to any portion of this Agreement shall not be binding upon AUTHORITY unless confirmed in writing by an authorized representative of AUTHORITY by way of a written amendment to this Agreement and issued in accordance with the provisions of this Agreement. ARTICLE 3. RESPONSIBILITES OF AUTHORITY AUTHORITY agrees to the following responsibilities for the GO LOCAL Step 1 work: A. Payment- AUTHORITY shall pay CITY the amount identified in Article 5. PAYMENT, for the GO LOCAL Step 1 work within 30 days of receipt of acceptable invoice. Funds will not be distributed to CITY if AUTHORITY has not accepted CITY's Project Concept. CITY may resubmit an amended Project Concept for review by AUTHORITY. AUTHORITY has the sole and exclusive right to accept or reject any Project Concept. B. Should CITY not complete the services identified in Exhibit A, or does not meet the terms and conditions of this Agreement, the CITY will return to AUTHORITY all monies funded to the CITY within sixty (60) days of AUTHORITY's written demand. / / Page 3 of 13 1 2 3 4 5 6 7 s 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 • AGREEMENT C-6-0815 C. Additional Funding- Funding beyond what has been identified in Article 5. PAYMENT, shall be pursuant to a competitive process for projects initiated by AUTHORITY at a date to be determined. AUTHORITY does not guarantee that CITY will be selected to advance to the any future step in the GO LOCAL process. ARTICLE 4. RESPONSIBILITIES OF CITY CITY agrees to the following responsibilities for GO LOCAL Step 1 work: A. Lead Agency- CITY will act as the lead agency for the GO LOCAL Step 1 work. However, CITY may designate pursuant to a written partnership letter of agreement that another city participating in the GO LOCAL program is serving as lead agency. AUTHORITY shall be provided a copy of this letter within ten (10) days after the agreement has been executed. B. Third Party Partnerships- CITY is encouraged to collaborate with and enter into written agreements with adjacent cities to advance the project consistent with the Project Concept. CITY shall deliver to AUTHORITY a copy of each executed agreement within ten (10) days of execution. C. Project Reporting- Within six months from the receipt of funds, CITY shall submit to AUTHORITY a progress report similar to that detailed in Exhibit B, entitled "GO LOCAL Initial Progress Report," attached to and, by this reference, incorporated in and made part of this Agreement. CITY shall be required to produce a final written report of its findings, recommendations, and next steps according to a mutually agreed upon date, but no later than the completion date of this Agreement. The Final Report will include the elements described in Exhibit C, entitled "GO LOCAL Project Concept Final Report Outline." Exhibit C is attached to and, by this reference, incorporated in and made part of this Agreement. D. Use Of Funding- CITY shall use funding provided by AUTHORITY exclusively for the services identified in Exhibit A. All funding released to CITY shall be spent in accordance with Local Transportation Ordinance Number 2: The Revised Orange County Traffic Improvement and Growth Management Ordinance. If CITY fails to develop and/or pursue the Project Concept in accordance with said Ordinance, or the CITY uses the Funds to support or facilitate acquisition of property Page 4 of 13 • • AGREEMENT C-6-0815 I through eminent domain or as matching funds to implement land development, all monies funded to 2 the CITY shall be returned to AUTHORITY within sixty (60) days of AUTHORITY's written demand. 3 AUTHORITY shall have sole discretion in determining whether the Project Concept has been 4 developed and/or pursued in accordance with said Ordinance. AUTHORITY may terminate this 5 Agreement, in whole or part, if the AUTHORITY determines in its sole discretion that CITY has 6 utilized funds in a manner leading to use of eminent domain powers. Upon AUTHORITY's 7 determination and written request, CITY shall return all monies in accordance with this Article. 8 E. Third Party Work- CITY shall deliver to AUTHORITY a copy of each executed 9 agreement and scope of work for services to be performed by third parties in fulfillment of the Project 10 Concept within thirty (30) days after the agreement has been executed. >> F. Conduct- CITY shall conduct all of its activities in association with GO LOCAL Step 1 12 in a good and competent and professional manner and in compliance with all applicable federal, 13 state and local rules and regulations. 14 G. Modeling—CITY shall utilize existing AUTHORITY modeling results to ensure that 15 project results are compatible with AUTHORITY planning efforts. AUTHORITY shall make modeling 16 available. 17 ARTICLE 5. PAYMENT 18 A. For CITY's full and complete performance of its obligations under this Agreement and 19 subject to the maximum cumulative payment obligation provisions set forth in this Agreement, 20 AUTHORITY shall pay CITY the not to exceed lump sum amount of One Hundred Thousand Dollars 21 ($100,000.00) within thirty (30) days after execution of this Agreement and upon receipt of 22 acceptable invoice. 23 / 24 / 25 / 26 / Page 5 of 13 1 2 3 4 s 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 u • AGREEMENT C-6-0815 B. As a supplement to the Final Report, CITY shall submit to AUTHORITY a Project Expenditures Certification, as detailed in Exhibit D, which is attached to this Agreement, and incorporated by reference, for work performed under this Agreement. The Certification shall include, but not be limited to, period of performance, actual expenses; classification, hours and rates of in- house personnel, vendors, contractors, for work performed exclusively for the GO LOCAL Step 1 phase. Additionally, CITY may be required to submit this information to the AUTHORITY at any time during the performance of this Agreement. CITY will be required to submit to AUTHORITY all information requested within thirty (30) days from AUTHORITY's request. ARTICLE 6. MAXIMUM OBLIGATION Notwithstanding any provisions of this Agreement to the contrary, AUTHORITY and CITY agree that AUTHORITY's maximum cumulative payment obligation hereunder (including CITY's direct and indirect costs) shall be One Hundred Thousand Dollars ($100,000.00) which shall include all amounts payable incurred solely for the purposes of the GO LOCAL Step 1 work. ARTICLE 7. AUDIT AND INSPECTION CITY shall maintain a complete set of records in accordance with generally accepted accounting principles and in accordance with Local Transportation Ordinance Number 2: The Revised Traffic Improvement and Growth Management Ordinance. The original records shall be maintained within the CITY limits. 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 not less than four (4) years after final payment, or until any on-going audit is completed whichever is longer. For purposes of audit, the date of completion of this Agreement shall be the date of AUTHORITY's payment for CITY's final billing (so noted on the invoice) under this Agreement. AUTHORITY shall also have the right to reproduce any documents related to this Agreement by whatever means necessary. Page 6 of 13 • • AGREEMENT C-6-0815 1 ARTICLE 8. INDEMNIFICATION 2 CITY shall indemnify, defend and hold harmless AUTHORITY, its officers, directors, employees and 3 agents from and against any and all claims (including attorney's fees and reasonable expenses for 4 litigation or settlement) for any loss or damages, bodily injuries, including death, worker's 5 compensation subrogation claims, damage to or loss of use of property caused by the negligent 6 acts, omissions or willful misconduct by CITY, its officers, directors, employees or agents in 7 connection with or arising out of the performance of this Agreement. s ARTICLE 9. ADDITIONAL PROVISIONS: 9 The AUTHORITY and CITY agree to the following mutual responsibilities: 10 A. Term of Agreement- This Agreement shall continue in full force and effect through » December 31, 2007, unless terminated by mutual written consent by both Parties. The term of this 12 Agreement may only be extended upon mutual written agreement by both Parties. 13 B. Termination- The AUTHORITY may terminate this Agreement for its convenience any 14 time, in whole or part, by giving CITY written notice thereof. 15 C. Modifications- This Agreement may be amended in writing at any time by the mutual 16 consent of both Parties. No amendment shall have any force or effect unless executed in writing by 17 both AUTHORITY and CITY. is D. Legal Authority- AUTHORITY and CITY hereto warrant that they are duly authorized 19 to execute this Agreement on behalf of said Parties and that, by so executing this Agreement, the 20 Parties hereto are formally bound to the provisions of this Agreement. 21 E. Notices- Any notices, requests or demands made between the parties pursuant to 22 this Agreement are to be directed as followed: 23 / 24 / 25 / 26 / Page 7 of 13 I I I To CITY: 2 3 4 5 6 7 8I 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attention: William Huber, Assistant City Manager To AUTHORITY: AGREEMENT C-6-0815 Orange County Transportation Authority 550 South Main Street P. O. Box 14184 Orange, CA 92863-1584 Attention: Kathleen Murphy -Perez, Section Manager, Capital Projects (714/560-5743); kperez@octa.net c: Paul Taylor, Executive Director, Development Division F. Severability- If any term, provision, covenant or condition of this Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder to this Agreement shall not be affected thereby, and each term, provision, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. G. Counterparts of Agreement- This Agreement may be executed and delivered in any number of counterparts, each of which, when executed and delivered shall be deemed an original and all of which together shall constitute the same agreement. Facsimile signatures will be permitted. H. Force Maieure- Either Party shall be excused from performing its obligations under this 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 Party not performing. Page 8 of 13 2 3 4 s 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 0 0 AGREEMENT C-6-0815 Assignment- Neither this Agreement, nor any of a Party's rights, obligations, duties, or authority hereunder may be assigned in whole or in part by either Party without the prior written consent of the other Party. 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. J. Obligations 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 terms, in amounts, or for purposes other than as authorized by local, State or Federal law. K. Governing Law- The laws of the State of California and applicable Federal, State, local laws, regulations and guidelines shall govern hereunder. This Agreement shall be made effective upon execution by both parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-6-0815 to be executed on the date first above written. CITY SAN JUAN CAPIST NO B' avid M. Svy6rliK ORANGE COUNTY TRANSPORTATION AUTHORITY A By: `' Arthur T. Leahy Chief Executive Officer APPROVED AS TO FORM: By: "V= Kennard R. Smart, Jr. General Counsel APPV A TO FORM: By: APP OVA RECOMMENDED: Joh R. Shaw City Attorney By: Paul Taylor, El D ector Development Division Dated: _7 1^7 L n'1 Page 9 of 13 0 t Go Local Project Concept Report City of San Juan Capistrano Tri -City Trolley System 0 AGREEMENT C-6-0815 EXHIBIT A The City of San Juan Capistrano (City) is interested in exploring opportunities for a multi-purpose trolley system that will service the San Juan Capistrano Metrolink station and beyond. The City will evaluate partnership for this effort for a mutually beneficial transit service with the Cities of San Clemente and Dana Point. The study will target the tourism community, commuters (both existing and future), and residents within the cities of San Juan Capistrano, San Clemente, and Dana Point. A trolley system could lessen the parking demands in the downtown/train depot area, which is currently a challenge. The study will identify destinations and activity centers for potential trolley stops and service through the community (e.g., The Capistrano Depot, downtown, historic districts, library, and park-and-ride lou) as well as provide a linkage with the neighboring cities of Dana Point and San Clemente. These neighboring cities have downtowns, State beaches, harbors, and resort destinations, as well as a Metrolink train station in San Clemente. The analysis will evaluate the transit needs of residents, visitors, and employees within the trkity area with respect to access to/from the Metrolink system. A trolley service would be beneficial in increasing tourism in the community by providing an easy - access link from the train station to destinations and activity centers throughout the City and beyond. It would benefit the existing commuters and encourage new commuters by providing alternative means of transportation to the train station. A trolley service could potentially reduce vehicle demand on City streets, thereby reducing emissions and improving air quality. The city is looking for a safe, cost-effective way of achieving this goal. The City of San Juan Capistrano, in conjunction with the partner cities, intends to hire a consultant to perform the study who will be given community -wide objectives by each city relating to its individual needs, with direction to find appropriate synergies to be used in the future. Study costs would be shared equally among the three cities. 100011x. Ab 1CSI(W34S3C PMJM C.11M)E don; E 0 AGREEMENT C-6-0815 EXHIBIT B PROJECT CONCEPT SIX-MONTH PROGRESS REPORT City/Date: A. Project Overview Progress Report Prepared Please include a 200-300 word description of progress to date. To the extent possible, you should describe what you are working on, your methodology, key staff and/or stakeholders, and any preliminary results. B. Project Resources Please indicate all that apply: ♦ We've been utilizing consultants (Name(s): ♦ We've been doing some or all of the work in-house ♦ We have partnerships with: (Include if not listed in Exhibit A) C. Financial Report Percentage of funding Committed Expended We foresee obstacles to completion with funding. No_ Yes_ If yes, please explain in attachment: Return to: Jeanne Spinner -LaMar, Manager, Local Initiative 550 South Main Street P.O. Box 14184 Orange, CA 92863-1584 Page 11 of 13 11/8/2006 0 0 AGREEMENT C-6-0815 EXHIBIT C PROJECT CONCEPT FINAL REPORT OUTLINE At the conclusion of Project Concept work, all cities will submit a Final Report within days utilizing the outline below. Sections Five and Six below will constitute your proposal for the next phase of work. Summary of Project (1 page) 2. Study Questions (1 page) 3. Methodology Used (1 page) 4. Results (3-5 pages) Report against the Evaluation Criteria, i.e. financial considerations, community factors, transportation benefit. 5. Findings (4-5 pages) Your analysis of the results 6. Next Steps (5-7 pages) Identify: ■ what you wish to do next, ■ the methods you would use, • the staff, resources, and time you would need; • what you would expect to determine, and • the budget, your agency contribution, any partnerships and their contributions. Return to: Jeanne Spinner -La Mar, Manager, Local Initiatives 550 South Main Street P.O. Box 14184 Orange, CA 92863-1584 Page 12 of 13 11/8/2006 AGREEMENT C-6-0815 EXHIBIT D PROJECT CONCEPT Project Expenditures Certification 6i_1 Jd» a Consultant ContractIn-house Total hours charged to TOTAL Number fn1 i , , Labor project x fully burdened i add A 8 B hourly rate ABC 001 ygEjp` Sr. 500 hours x $85/hr Planner ;,Ih iH3 XYZ 002 0010 Admin 100 x $25/hr & Asst. I hereby certify that the above is a true and correct statement of the work performed and costs incurred on the Project Concept. Date Signed Title Return to: Jeanne Spinner -LaMar, Manager, Local Initiative 550 South Main Street P.O. Box 14184 Orange, CA 92863-15 Page 13 of 13 11/8/2006 32400 PASEO AOELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 FAx www. sanj uancapistrano. org TRANSMITTAL j� IA[AAPAAAifA ' fsramsAfo � 1961 1776 Kathleen Perez Section Manager — Capital Projects OCTA 550 South Main Street P.O. Box 14184 Orange, CA 92863-1584 DATE: November 29, 2006 FROM: Maria Morris, Deputy City Clerk (949) 443-6309 RE: Cooperative Agreement No. C-6-0815 MEMBERS OF THE CITY COUNCIL SAMALLEVATO DIANE BATHGATE WYATT HART JOE SOTO DAVID M. SWERDLIN Enclosed are three originals of the above referenced document. Please after executing send our office a fully executed original for our records. If you have questions concerning the agreement, please contact William M. Huber, Assistant City Manager (949) 443-6336. Cc: William M. Huber, Assistant City Manager San Juan Capistrano: Preserving the Past to Enhance the Future Ci Printed on 100% Recycled Paper M OCTA AFFILIATED AGENCIES Orange County Transit District Local Transportation Authority Service Authority for Freeway Emergencies Consolidated Transportation Service Agency Congestion Management Agency Sernce Authonty for Abandoned Vehicles 0 March 81 2007 Ms. Maria Morris Deputy City Clerk City of San Juan Capistrano 32400 Paseo Adelanto Dana Point, CA 92675 SUBJECT: AGREEMENT NO. C-6-0815 Dear Ms. Morris: 0 Enclosed please find two (2) originals of the GO Local Cooperative Agreement for your records. Should you have any contractual related questions, please feel free to contact Kathleen Perez at (714) 560-5743 or by e-mail at kperez@octa.net. Sincerely, JJlie Smith Office Specialist Contract Administration and Materials Management Enclosure(s) C: Jeanne Spinner -LaMar Orange County Transportation Authority 550 South Main Street / P.O. Box 14184 / Orange / California 92863-1584 / (714) 560 -OCTA (6282) OCTA BOARD OF DIRECTORS Arthur Brown Chairman Carolyn Cavecche Vice -Chair Peter Betio Director Bill Campbell Director Lou Correa Director Pichard T Dixon Director Michael Duvall Director Cathy Green Director Gary Monahan Director Chris Norby Director Curt Pringle Director Miguel A. Polish Director Susan Rdschel Director Mark Rosen Director James Silva Director - ThornasW Wilson Director Gregory T Wmterboltom Director CindyQuon Governors Ex-0ffioo Member CHIEF EXECUTIVE Arthur Leahy Chief Executive Officer E November 8, 2006 ,f Orange County Transportation Authority Kathleen Perez Section Manager, Capital Projects Contracts Aominlsirabon & Materials Management b50 South Main Street tet 714.560.5743 PC) Box 14184 tax 714.5605792 Mr. William Huber Omngo, CA 92863-1584 email: kperez@octa net Assistant City Manager City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 SUBJECT: OCTA'S COOPERATIVE AGREEMENT NO. C-6-0815 Dear Mr. Huber: Enclosed are three originals of OCTA's Cooperative Agreement No. C-6-0815 for review and signature. Please execute the three Cooperative Agreements where indicated, in blue ink and return the agreements to Kathleen Perez as soon as possible to: Kathleen Perez Section Manager - Capital Projects OCTA 550 South Main Street P.O. Box 14184 Orange, CA. 92863-1584 Should you have any contractual related questions, please feel free to contact Kathleen Perez at (714) 560-5743 or by e-mail at kperez@octa.net. "Jee Smith fice Specialist Contract Administration and Materials Management Enclosure(s) Orange County Transportation Authority 550 Scum Main Street PO Box 14184 Orange Catilor'nia 92863-1584 (714! 360 OCTA (6282 Nfi 0 9 2006 .I L 32400 PASEO ADEI ANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493.1171 (949) 493.1053 F" www.sanjuancapistrano.org TRANSMITTAL TO: George Scarborough, City Manager City of San Clemente 100 Avenida Presidio San Clemente, CA 92672 Doug Chotcaveys, City Manager City of Dana Point 33282 Golden Lantern, Suite 203 Dana Point, CA 92629 DATE: March •13, 2007 FROM: Maria Morris, Deputy City Clerk (949) 443-6309 MEMBERS OF THE CITY COUNCIL SAM ALLEVATO THOMAS W. HRIBAR MARK NIELSEN JOE SOTO DR. LONDRES USO RE: OCTA Cooperative Agreement No. C-6-0815 — Downtown Trolley System Feasibility Study Enclosed for your record is copy of the above mentioned executed agreement. If you have questions concerning the agreement, please contact Bill Huber, Assistant City Manager(949)443-6336. Cc: Bill Huber, Assistant City Manager San Juan Capistrano: Preserving the Past to Enhance the Future 0 Prinletl on recycled paper • AGENDA REPORT TO: Dave Adams, City Manager FROM: William M. Huber, Assistant City Manager • 11/21/2006 D11 SUBJECT: Consideration of Co-op Agreement for funding of Downtown Trolley System feasibility study with Orange County Transportation Authority (OCTA) City Council Priority Item VA RECOMMENDATION: By motion, approve the Co-op Agreement for funding of Downtown Trolley System feasibility study with Orange County Transportation Authority (OCTA) and authorize the Mayor to execute the Agreement. A. Summary and Recommendation: History Orange County Transportation Authority (OCTA) allocated $30 Million in existing Measure M funds Metrolink stations through partnerships with cities. for cities to develop their own transit vision for the that branch from Metrolink stations. The process assess their needs for transit projects. adopted a five year program which to study ways to increase access to OCTA developed a four step process , future by creating transit extensions involves grants to interested cities to The first step in the process involves the allocation by OCTA of $100,000 to any interested city, in providing funding for a needs assessment study. The needs assessment study is to be completed by December 2007. • The second step involves the planning and alternatives analysis based on the needs assessment study. Projects would qualify on a competitive basis county wide. • The third step is project development through implementation. Projects would again qualify on a competitive basis county wide. The fourth step would be any additional work on the Metrolink corridor to enhance the stations and transform stations onto transportation centers. Agenda Report • Page 2 Ovember21, 2006 There also is an interest by the cities of San Clemente and Dana Point to join forces with San Juan Capistrano to jointly pursue mutually beneficial transit opportunities among the joint agencies. This provides a unique opportunity for the cities to parlay the step one funds to explore transit services of mutual interest. There are a number of benefits to a local transit system. Those benefits include: • Enhancement of the local Metrolink/Amtrak system. • Provide service to commuters, residents and tourists. • Reduction of vehicle trips and emissions. • Lessening of parking demands on the downtown. • Improved mobility. • Safe and reliable means of transportation. Agreement As indicated previously the first step is a feasibility study. OCTA is making $100,000 available to each city that requests funds for this phase. To receive the funds a Co-op agreement is necessary. That attached Agreement prepared by OCTA sets the stage for receipt and use of the funds and is their standard form agreement. Staffs as well as the City Attorney have reviewed the Agreement and recommends approval. Next Steps Staff is working with both San Clemente and Dana Point on a memorandum of understanding (MOU) that would allow the cities to partner and share funding on study elements of mutual benefit and interest to the three cities. Also staffs of the three cities are developing the request for proposals that will need to go out to initiate the feasibility study. Schedules have not been developed at this point but will be provided once we have selected the consultant for the feasibility study. COMMISSIONIBOARD REVIEW AND RECOMMENDATIONS Not applicable FINANCIAL CONSIDERATIONS The $100,000 from OCTA is expected to cover the feasibility phase. No impact is anticipated to the City General Fund. Agenda Report • Page 3 PUBLIC NOTIFICATION: Stan Wyloskowski, Chamber of Commerce George Scarborough, City Manager/San Clemente Doug Chotcaveys, City Manager/Dana Point Aovember 21, 2006 By motion, approve the Co-op Agreement for funding of Downtown Trolley System feasibility study with Orange County Transportation Authority (OCTA) and authorize the Mayor to sign and the City Clerk to attest said Agreement. Respectfully submitted, / William M. Huber Assistant City Manager Attachments: 1. Cooperative Agreement 1 2 3 4 s 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 0 0 COOPERATIVE AGREEMENT NO. C- 6-0815 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITY OF SAN JUAN CAPISTRANO FOR CITY -INITIATED TRANSIT EXTENSIONS TO METROLINK THIS AGREEMENT is made and entered into this day of 2006, 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"), acting on behalf of the Orange County Local Transportation Authority, and the City of San Juan Capistrano, 32400 Paseo Adelanto, San Juan Capistrano, California, 92675, a municipal corporation and charter city duly organized and existing under the constitution and laws of the State of California (hereinafter referred to as "CITY"). RECITALS: WHEREAS, AUTHORITY considers its railroad lines linking Los Angeles and San Diego Counties and the Inland Empire to be the core of Orange County's future rail transit system; and WHEREAS, CITY and AUTHORITY wish to work as partners to develop a community-based transit vision that increases use of. Metrolink by San Juan Capistrano residents, visitors, and/or employees; and WHEREAS, the funds allocated through this program must comply with the 1990 Measure M ordinance which states in part that the intent is to provide matching funds to encourage development of extensions to major activity centers and providing access between the primary rail system and employment centers; and WHEREAS, CITY is encouraged to enter into written agreements with other cities to collaborate in some or all facets of a planning and needs assessment to support this vision; and Page 1 of 13 Attachment 1 1 2 3 4 5 6 7 s 9 10 11 1z 13 14 15 16 17 18 19 20 21 22 23 24 25 26 0 • AGREEMENT C-6-0815 WHEREAS, Measure M funds have been designated for cities to study ways to accomplish this; and WHEREAS, CITY will develop a proposed Project Concept (further defined hereunder) which will factor in, among other elements, community interests and desires; and WHEREAS, the AUTHORITY's Board of Directors on February 27, 2006, allocated Measure M funds to a program designed to enable cities that wish to develop a local transit vision including defined enhancements and transit extensions to Metrolink that work best with their local community's short and long-term priorities (hereinafter referred to as "GO LOCAL Step 1 "); and WHEREAS, CITY has completed the GO LOCAL Step 1 Project Concept form, and AUTHORITY has found such concept acceptable; and WHEREAS, CITY, upon AUTHORITY's execution of this Agreement, will pursue the Project Concept; and NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as follows: ARTICLE 1. COMPLETE AGREEMENT This Agreement, including all exhibits and documents incorporated herein and made applicable by reference, constitutes the complete and exclusive statement of the terms and conditions of the agreement between AUTHORITY and CITY concerning the GO LOCAL Step 1 work and supersedes all prior representations, understandings and communications between the parties. The invalidity in whole or part of any term or condition of this Agreement shall not affect the validity of the other terms or conditions. / / / Page 2 of 13 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 0 0 AGREEMENT C-6-0815 ARTICLE 2. SCOPE A. This Agreement specifies the procedures that AUTHORITY and CITY will follow in connection with the GO LOCAL Step 1 work to be performed. CITY agrees to provide all services identified in Project Concept, identified herein as Exhibit A to this Agreement. Both AUTHORITY and CITY agree that each will cooperate and coordinate with the other in all activities covered by this Agreement and any other supplemental agreements. B. AUTHORITY s failure to insist upon CITY's performance of any terms or conditions of this Agreement shall not be construed as a waiver or relinquishment of AUTHORITY's right to such performance or to future performance of such terms or conditions and CITY's obligation in respect to performance shall continue in full force and effect. C. Changes to any portion of this Agreement shall not be binding upon AUTHORITY unless confirmed in writing by an authorized representative of AUTHORITY by way of a written amendment to this Agreement and issued in accordance with the provisions of this Agreement. ARTICLE 3. RESPONSIBILITIES OF AUTHORITY AUTHORITY agrees to the following responsibilities for the GO LOCAL Step 1 work: A. Payment- AUTHORITY shall pay CITY the amount identified in Article 5. PAYMENT, for the GO LOCAL Step 1 work within 30 days of receipt of acceptable invoice. Funds will not be distributed to CITY if AUTHORITY has not accepted CITY's Project Concept. CITY may resubmit an amended Project Concept for review by AUTHORITY. AUTHORITY has the sole and exclusive right to accept or reject any Project Concept. B. Should CITY not complete the services identified in Exhibit A, or does not meet the terms and conditions of this Agreement, the CITY will return to AUTHORITY all monies funded to the CITY within sixty (60) days of AUTHORITY's written demand. / Page 3 of 13 AGREEMENT C-6-0815 1 C. Additional Funding- Funding beyond what has been identified in Article 5. z PAYMENT, shall be pursuant to a competitive process for projects initiated by AUTHORITY at a 3 date to be determined. AUTHORITY does not guarantee that CITY will be selected to advance to 4 the any future step in the GO LOCAL process. s ARTICLE 4. RESPONSIBILITIES OF CITY 6 CITY agrees to the following responsibilities for GO LOCAL Step 1 work: 7 A. Lead Agency- CITY will act as the lead agency for the GO LOCAL Step 1 work. 8 However, CITY may designate pursuant to a written partnership letter of agreement that another city v participating in the GO LOCAL program is serving as lead agency. AUTHORITY shall be provided a io copy of this letter within ten (10) days after the agreement has been executed. 11 B. Third Party Partnerships- CITY is encouraged to collaborate with and enter into written 12 agreements with adjacent cities to advance the project consistent with the Project Concept. CITY shall 13 deliver to AUTHORITY a copy of each executed agreement within ten (10) days of execution. 14 C. Project Reporting- Within six months from the receipt of funds, CITY shall submit to is AUTHORITY a progress report similar to that detailed in Exhibit B, entitled "GO LOCAL Initial 16 Progress Report," attached to and, by this reference, incorporated in and made part of this 17 Agreement. CITY shall be required to produce a final written report of its findings, 18 recommendations, and next steps according to a mutually agreed upon date, but no later than the iv completion date of this Agreement. The Final Report will include the elements described in Exhibit zo C, entitled "GO LOCAL Project Concept Final Report Outline." Exhibit C is attached to and, by this zi reference, incorporated in and made part of this Agreement. zz D. Use Of Funding- CITY shall use funding provided by AUTHORITY exclusively for the 23 services identified in Exhibit A. Ail funding released to CITY shall be spent in accordance with Local 24 Transportation Ordinance Number 2: The Revised Orange County Traffic Improvement and Growth 25 Management Ordinance. If CITY fails to develop and/or pursue the Project Concept in accordance 26 with said Ordinance, or the CITY uses the Funds to support or facilitate acquisition of property Page 4 of 13 AGREEMENT C-6-0815 1 through eminent domain or as matching funds to implement land development, all monies funded to 2 the CITY shall be returned to AUTHORITY within sixty (60) days of AUTHORITY's written demand. 3 AUTHORITY shall have sole discretion in determining whether the Project Concept has been 4 developed and/or pursued in accordance with said Ordinance. AUTHORITY may terminate this 5 Agreement, in whole or part, if the AUTHORITY determines in its sole discretion that CITY has 6 utilized funds in a manner leading to use of eminent domain powers. Upon AUTHORITY's 7 determination and written request, CITY shall return all monies in accordance with this Article. 8 E. Third Party Work- CITY shall deliver to AUTHORITY a copy of each executed 9 agreement and scope of work for services to be performed by third parties in fulfillment of the Project 10 Concept within thirty (30) days after the agreement has been executed. 11 F. Conduct- CITY shall conduct all of its activities in association with GO LOCAL Step 1 12 in a good and competent and professional manner and in compliance with all applicable federal, 13 state and local rules and regulations. 14 G. Modeling—CITY shall utilize existing AUTHORITY modeling results to ensure that 15 project results are compatible with AUTHORITY planning efforts. AUTHORITY shall make modeling 16 available. 17 ARTICLE 5. PAYMENT 18 A. For CITY's full and complete performance of its obligations under this Agreement and 19 subject to the maximum cumulative payment obligation provisions set forth in this Agreement, 20 AUTHORITY shall pay CITY the not to exceed lump sum amount of One Hundred Thousand Dollars 21 ($100,000.00) within thirty (30) days after execution of this Agreement and upon receipt of 22 acceptable invoice. 23 1 24 / 25 / 26 / Page 5 of 13 AGREEMENT C-6-0815 I B. As a supplement to the Final Report, CITY shall submit to AUTHORITY a Project 2 Expenditures Certification, as detailed in Exhibit D, which is attached to this Agreement, and 3 incorporated by reference, for work performed under this Agreement. The Certification shall include, 4 but not be limited to, period of performance, actual expenses; classification, hours and rates of in- s house personnel, vendors, contractors, for work performed exclusively for the GO LOCAL Step 1 6 phase. Additionally, CITY may be required to submit this information to the AUTHORITY at any time 7 during the performance of this Agreement. CITY will be required to submit to AUTHORITY all s information requested within thirty (30) days from AUTHORITY's request. 9 ARTICLE 6. MAXIMUM OBLIGATION 10 Notwithstanding any provisions of this Agreement to the contrary, AUTHORITY and CITY ii agree that AUTHORITY's maximum cumulative payment obligation hereunder (including CITY's 12 direct and indirect costs) shall be One Hundred Thousand Dollars ($100,000.00) which shall include 13 all amounts payable incurred solely for the purposes of the GO LOCAL Step 1 work. 14 ARTICLE 7. AUDIT AND INSPECTION 15 CITY shall maintain a complete set of records in accordance with generally accepted 16 accounting principles and in accordance with Local Transportation Ordinance Number 2: The 17 Revised Traffic Improvement and Growth Management Ordinance. The original records shall be is maintained within the CITY limits. Upon reasonable notice, CITY shall permit the authorized 19 representatives of the AUTHORITY to inspect and audit all work, materials, payroll, books, accounts 20 and other data and records of CITY for a period of not less than four (4) years after final payment, or 21 until any on-going audit is completed whichever is longer. For purposes of audit, the date of 22 completion of this Agreement shall be the date of AUTHORITY's payment for CITY's final billing (so 23 noted on the invoice) under this Agreement. AUTHORITY shall also have the right to reproduce any 24 documents related to this Agreement by whatever means necessary. 25 / 26 / Page 6 of 13 AGREEMENT C-"815 I ARTICLE 8. INDEMNIFICATION 2 CITY shall indemnify, defend and hold harmless AUTHORITY, its officers, directors, employees and 3 agents from and against any and all claims (including attorney's fees and reasonable expenses for 4 litigation or settlement) for any loss or damages, bodily injuries, including death, worker's 5 compensation subrogation claims, damage to or loss of use of property caused by the negligent 6 acts, omissions or willful misconduct by CITY, its officers, directors, employees or agents in 7 connection with or arising out of the performance of this Agreement. s ARTICLE 9. ADDITIONAL PROVISIONS: v The AUTHORITY and CITY agree to the following mutual responsibilities: 10 A. Term of Agreement- This Agreement shall continue in full force and effect through ii December 31, 2007, unless terminated by mutual written consent by both Parties. The term of this u Agreement may only be extended upon mutual written agreement by both Parties. 13 B. Termination- The AUTHORITY may terminate this Agreement for its convenience any 14 time, in whole or part, by giving CITY written notice thereof. 15 C. Modifications- This Agreement may be amended in writing at any time by the mutual 16 consent of both Parties. No amendment shall have any force or effect unless executed in writing by 17 both AUTHORITY and CITY. rs D. Legal Authoritv AUTHORITY and CITY hereto warrant that they are duly authorized ry to execute this Agreement on behalf of said Parties and that, by so executing this Agreement, the 20 Parties hereto are formally bound to the provisions of this Agreement. 21 E. Notices- Any notices, requests or demands made between the parties pursuant to 22 this Agreement are to be directed as followed: 23 / 24 / 25 / 26 / Page 7 of 13 1 11 To CITY: z 3 a 5 6 7 8 9 to 11 12 13 14 15 16 17 is 19 10 21 22 23 24 25 26 0 City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attention: William Huber, Assistant City Manager 0 AGREEMENT C-6-0815 To AUTHORITY: Orange County Transportation Authority 550 South Main Street P. O. Box 14184 Orange, CA 92863-1584 Attention: Kathleen Murphy -Perez, Section Manager, Capital Projects (714/560-5743); kperez@octa.net c: Paul Taylor, Executive Director, Development Division F. Severability- If any term, provision, covenant or condition of this Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder to this Agreement shall not be affected thereby, and each term, provision, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. G. Counterparts of Agreement- This Agreement may be executed and delivered in any number of counterparts, each of which, when executed and delivered shall be deemed an original and all of which together shall constitute the same agreement. Facsimile signatures will be permitted. H. Force Maieure- Either Party shall be excused from performing its obligations under this 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 Party not performing. Page 8 of 13 1 z 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 zz 23 24 25 26 0 0 AGREEMENT C-"815 I. Assignment- Neither this Agreement, nor any of a Party's rights, obligations, duties, or authority hereunder may be assigned in whole or in part by either Party without the prior written consent of the other Party. 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. J. Obligations 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 terms, in amounts, or for purposes other than as authorized by local, State or Federal law. K. Governing Law- The laws of the State of California and applicable Federal, State, local laws, regulations and guidelines shall govern hereunder. This Agreement shall be made effective upon execution by both parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-6-0815 to be executed on the date first above written. CITY SAN JUAN CAPISTRANO By: David M. Swerlin Mayor ATTEST: in Margaret M. Monahan City Clerk F -v" :?4IPI'4 116J.161 ZMA; ORANGE COUNTY TRANSPORTATION AUTHORITY By: Arthur T. Leahy Chief Executive Officer APPROVED AS TO FORM: By: Kennard R. Smart, Jr. General Counsel By: APPROVAL RECOMMENDED: Joh R. Shaw City ttorney By: Paul Taylor, Executive Director Development Division Dated: Page 9 of 13 AGREEMENT C-6-0815 EXHIBIT A PROJECT CONCEPT To qualify for funds your city project must focus on assessing ways to provide transit connections to Metrolink. Complete the Project Concept, and return with the Cooperative A. Study Type Project Concept assessments can cover or study any of the following topics. Please review the descriptions below and indicate the type of analysis you expect to perform by placing an (x) next to one (or more) of the following: Needs Assessments What are the transit needs? Identify populations, congestion areas, etc. Coordinating Transit and Land Use How can a transit project support your city's land use planning policies/projects and vice versa? Route Planning Existing data has identified activity centers, populations or congestion hot spots which warrant transit service. What are possible routes and types of transit? Public policy /public support Does the community support transit as evidenced by land use designations and the commitment of local stakeholders? Project Concepts Does the city have one or more general transit concepts which it would like to explore more fully in a detailed technical analysis? Make your own case Is there a concept that addresses a need in your city that you would like the Board of Directors to consider? Is this need consistent with the Measure M requirements that funds be spent on transit -related purposes to extend the reach of Metrolink? B. Project Overview Please include a 250 to 300 word overview of your Project Concept. C. Partners Please attach any letters of agreements, which identify other jurisdictions participating in this Project Concept, and your respective roles (see Checklist on Website). Page 10 of 13 0 AGREEMENT C-6-0815 PROJECT CONCEPT SIX-MONTH PROGRESS REPORT City/Date: A. Project Overview Progress Report Prepared Please include a 200-300 word description of progress to date. To the extent possible, you should describe what you are working on, your methodology, key staff and/or stakeholders, and any preliminary results. B. Project Resources Please indicate all that apply: ♦ We've been utilizing consultants (Name(s): ♦ We've been doing some or all of the work in-house ♦ We have partnerships with: (Include if not listed in Exhibit A) C. Financial Report Percentage of funding Committed Expended We foresee obstacles to completion with funding. No_ Yes_ If yes, please explain in attachment: Return to: Jeanne Spinner -LaMar, Manager, Local Initiative 550 South Main Street P.O. Box 14184 Orange, CA 92863-1584 Page 11 of 13 11/8/2006 0 AGREEMENT C-6-0815 EXHIBIT C PROJECT CONCEPT FINAL REPORT OUTLINE At the conclusion of Project Concept work, all cities will submit a Final Report within days utilizing the outline below. Sections Five and Six below will constitute your proposal for the next phase of work. Summary of Project (1 page) 2. Study Questions (1 page) 3. Methodology Used 0 page) 4. Results (3-5 pages) Report against the Evaluation Criteria, i.e. financial considerations, community factors, transportation benefit. 5. Findings (4-5 pages) Your analysis of the results 6. Next Steps (5-7 pages) Identify: • what you wish to do next, • the methods you would use, ■ the staff, resources, and time you would need, • what you would expect to determine, and ■ the budget, your agency contribution, any partnerships and their contributions. Return to: Jeanne Spinner -La Mar, Manager, Local Initiatives 550 South Main Street P.O. Box 14184 Orange, CA 92863-1584 Page 12 of 13 111812006 0 n U AGREEMENT C-6-0815 EXHIBIT D PROJECT CONCEPT Project Expenditures Certification SAMPLE I hereby certify that the above is a true and correct statement of the work performed and costs incurred on the Project Concept. Date Signed Title Return to: Jeanne Spinner -LaMar, Manager, Local Initiative 550 South Main Street P.O. Box 14184 Orange, CA 92863-15 Page 13 of 13 11/8/2006 0 32400 PASEO ADEI—ANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 EAx wwwsanjuancaplstrano. org Jwaa � ,,��yy IA[OAAOAARO umsAlo 1961 1776 MEMBERS OF THE CITU COUNCIL NOTIFICATION OF MEETING OF POTENTIAL INTEREST OF THE SAN JUAN CAPISTRANO CITY COUNCIL SAM ALLEVATO DIANE BATHGATE WVATT HART JOE SOTO DAVID M. SWERDLIN The City Council of San Juan Capistrano will meet at 7:00 p.m. on November 21, 2006 in the City Council Chamber in City Hall, to consider: "Consideration of Co-op Agreement for funding of Downtown Trolley System Feasibility study with Orange County Transportation Authority (OCTA) City Council Priority Item VA" — Item No. D11. If you have specific thoughts or concerns regarding this item, you are encouraged to participate in this decision making process. You can communicate with the City Council through correspondence addressed to the Council and/or by attending the meeting and speaking to the Council during the public meeting. Correspondence related to this item must be received at the City Clerk's office by 5:00 p.m. on Monday, November 20, 2006 to allow time for the Council to consider its content. If you would like to speak at the meeting, please complete a yellow "Request to Speak" form found inside the entrance to the Council Chamber. This form is turned in at the staff table, just in front of the Council dais. You will be called to speak by the Mayor when the item is considered. You have received this notice at the request of the City staff member William M. Huber, Assistant City Manager. You may contact that staff member at (949) 949-443-6336 with any questions. The agenda, including agenda reports, is available to you on our web site: www.sanivancapistrano.org. If you would like to subscribe to receive a notice when agendas are posted to the web site, please make that request by sending an e-mail to: council-agendasasanivancapistrano.org. Meg Monahan, CMC City Clerk cc: Stan Wyloskowski, Chamber of Commerce; George Scarborough, City Manager/San Clemente; Doug Chotcaveys, City Manager/ Dana Point; William M. Huber, Assistant City Manager * Received staff report San Juan Capistrano: Preserving the Past to Enhance the Future 0 Printed on 100% Recycled Paper Message 1P • Page 1 of 2 Maria Morris From: Maria Morris Sent: Tuesday, March 13, 2007 1:18 PM To: 'Kathleen Perez' Subject: RE: Agreement No. C-6-0815 Hi, We don't need it. I will shred it. Thank you!! Maria Morris Deputy City Clerk 32400 Paseo Adelanto San Juan Capistrano, CA 92675 (949)443-6309 (949) 493-1053 -Fax -----Original Message ----- From: Kathleen Perez [mailto:KPerez@octa.net] Sent: Tuesday, March 13, 2007 1:15 PM To: Maria Morris Subject: RE: Agreement No. C-6-0815 No problem- Please let me know. If the second original is not required, feel free to dispose of it. Regards, Kathleen Murphy -Perez Section Manager -Capital Projects Contracts Administration and Materials Management 714-560-5743 kperez@octa.net -----Original Message ----- From: Maria Morris[mailto:MMorris@SanJuanCapistrano.org] Sent: Monday, March 12, 2007 4:20 PM To: Kathleen Perez Subject: Agreement No. C-6-0815 Hi Kathleen, Our office received two originals of the above mentioned agreement; one of them is not signed by your General Counsel, Kenneth R. Smart, Jr. I'm not sure why we get two originals. I will ask the project manager to see if there's a need for the extra agreement, if so I will be sending it back to your office for his signature. Thank you!! Maria Morris Deputy City Clerk 3/13/2007 Message lip Page 2 of 2 32400 Paseo Adelanto San Juan Capistrano, CA 92675 (949)443-6309 (949) 493-1053 -Fax 3/13/2007 • AGENDA REPORT TO: Dave Adams, City Manager O` FROM: Nasser Abbaszadeh, Engineering and Building Director 2/19/2008 SUBJECT: Consideration of a Resolution Supporting the Tri -City Trolley Funding Application to Orange County Transportation Authority (OCTA) for the Cities of San Juan Capistrano, Dana Point, and San Clemente RECOMMENDATION: By motion, 1. Adopt a resolution supporting the Tri -City Trolley Funding Application to Orange County Transportation Authority (OCTA) for the cities of San Juan Capistrano, Dana Point, and San Clemente; and, 2. Direct the City Clerk to forward a certified copy of the Resolution to OCTA. SUMMARY AND RECOMMENDATION: The Tri -City Trolley Committee, consisting of stakeholders and staff from San Juan Capistrano, Dana Point, and San Clemente, has prepared a Tri -City Transit Needs Assessment Study Report to present to OCTA to compete for funding in and for the next phase of the OCTA Go -Local Program. The Council sub -committee has seen and commented on the draft report. Staff is requesting that City Council approve the attached resolution and endorse the Tri -City Trolley Concept as outlined in the Needs Assessment Study Report. BACKGROUND: The Orange Country Transportation Authority (OCTA) recently adopted a five year program which allocated $30 million in existing Measure M funding to study ways to increase access to Metrolink stations through partnerships with cities. OCTA developed a four step process for cities to develop their own transit vision for the future by creating transit extensions that branch from Metrolink stations. The first step in the process involved grants to interested cities to assess their needs for transit projects. In November 2006, City Council entered into a cooperative agreement with OCTA for funding ($100,000) to prepare a feasibility study that would explore the planning and alternative analysis based on a needs assessment. Agenda Report Page 2 February 19, 2008 In July 2007, staff from the three cities retained the consultant firm of Daniel Boyle and Associates to lead the project and prepare the final report to OCTA to be eligible for the next phase of funding offered by OCTA. After meeting with each city's stakeholders, community groups, and business leaders, the consultant also performed intercept surveys at the bus stops and two Metrolink train stations. The resulting data narrowed the Tri -City Trolley program to a tourist -based concept, focusing on getting people to and from the train stations to the beach, harbor, and historic landmarks within the three communities. After OCTA receives the Tri -City application, it will consider further funding to "develop" and fine tune our concept. After the development phase, the three cities will need to make another application for "implementation" of the trolley program. At the conclusion of the second phase, we will have much better defined program and final costs. COMMISSION/BOARD REVIEW AND RECOMMENDATIONS: A public workshop was held at the September 12, 2007 Transportation Commission. Additionally, several focus group and stakeholder meetings have been held. The last stakeholder meeting for the three participating cities was held on February 13, 2008. FINANCIAL CONSIDERATIONS: The Tri -City Trolley Transit Needs Assessment Study Report has been funded by the $100,000 received from the OCTA Go -Local Program, Phase I. Future funding requirements and sources will depend on scope of work, OCTA funding, and determination of city match requirements which are not available at this time. NOTIFICATION: Dan Boyle and Associates, Inc." Kelly Hart, OCTA' Agenda Report • • Page 3 February 19, 2008 RECOMMENDATION By motion, 1. Adopt a resolution supporting the Tri -City Trolley Funding Application to Orange County Transportation Authority (OCTA) for the cities of San Juan Capistrano, Dana Point, and San Clemente; and, 2. Direct the City Clerk to forward a certified copy of the Resolution to OCTA. Respectfully submitted, Nasser Abbaszadeh Engineering and Building Director Attachment: 1. Resolution Prepares' y, Jill Thomas Senior Management Analyst C� REQUESTED BY: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 AND WHEN RECORDED, MAIL TO: Margaret R. Monahan, City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Exempt from Recording Fees: Gov Code 27383 & 6103 City of San Juan Capistrano Title of Document: 0 This Space for Recorder's Use Only Resolution Supporting the Tri -City Trolley Funding Application to Orange County Transportation Authority (OCTA) for the Cities of San Juan Capistrano, Dana Point, and San Clemente ATTACHMENT RESOLUTION NO. 08 -02 -19 -XX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA IN SUPPORT OF THE APPLICATION TO THE ORANGE COUNTY TRANSPORTATION AUTHORITY FOR FUNDS FOR THE TRI -CITY TROLLEY PROGRAM FOR THE CITIES OF SAN JUAN CAPISTRANO, DANA POINT, AND SAN CLEMENTE WHEREAS, the Orange County Transportation Authority (OCTA) is accepting applications and proposals for the next phase of Go Local; and WHEREAS, the Orange County Transportation Authority has proposed the Go -Local Program to assess transit needs and provide funding support for local para -transit programs within Orange County; and WHEREAS, the City of San Juan Capistrano has partnered with the cities of Dana Point and San Clemente and formed the Tri -City Trolley program; and WHEREAS, the Tri -City Trolley Transit Needs Assessment Study Report will be prepared and submitted along with application for future consideration and funding by OCTA; and WHEREAS, by formal action, the City supports the Tri -City Trolley concept as outlined in the Tri -City Trolley Transit Needs Assessment Study Report; NOW, THEREFORE, BE IT RESOLVED that the City of San Juan Capistrano does hereby support the Tri -City Trolley Transit Needs Assessment Study Report and application to receive funding for the next phase. PASSED, APPROVED AND ADOPTED this 19th day of February, 2008. JOE SOTO, MAYOR ATTEST: MARGARET R. MONAHAN, CITY CLERK 0 0 PASEO ADELANTO s32400 MEMBERS OF THE CITY COUNCIL SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 SAM ALLEVATO (949) 493-1053 FAX m[OAVARRRA 1961 THOMAS RRIBAR MARK L wwxt.ran P istrano.or I�176m of SOTOSEN aancu _ DR. LONDRES USO NOTIFICATION OF MEETING OF POTENTIAL INTEREST OF THE SAN JUAN CAPISTRANO CITY COUNCIL The City Council of San Juan Capistrano will meet at 6:30 p.m. on February 19, 2008 in the City Council Chamber in City Hall, to consider: "Consideration of a Resolution Supporting the Tri -City Trolley Funding Application to Orange County Transportation Authority (OCTA) for the Cities of San Juan Capistrano, Dana Point and San Clemente." — Item No. D6. If you have specific thoughts or concerns regarding this item, you are encouraged to participate in this decision making process. You can communicate with the City Council through correspondence addressed to the Council and/or by attending the meeting and speaking to the Council during the public meeting. Correspondence related to this item must be received at the City Clerk's office by 12:00 p.m. on Tuesday, February 19, 2008 to allow time for the Council to consider its content. If you would like to speak at the meeting, please complete a yellow "Request to Speak" form found inside the entrance to the Council Chamber. This form is turned in at the staff table, just in front of the Council dais. You will be called to speak by the Mayor when the item is considered. You have received this notice at the request of the City staff member Jill Thomas, Senior Management Analyst. You may contact that staff member at (949) 443-6362 with any questions. The agenda, including agenda reports, is available to you on our web site: www.sanauancapistrano.org. If you would like to subscribe to receive a notice when agendas are posted to the web site, please make that request by sending an e-mail to: citvclerk(a)sanivancapistrano.org. Meg Monahan, MMC City Clerk cc: Dan Boyle and Associates, Inc."; Kelly Hart, OCTA'; Nasser Abbaszadeh, Engineering & Building Director; Jill Thomas, Senior Management Analyst Received staff report San Juan Capistrano: Preserving the Past to Enhance the Future Z, Printed on 100%recycled paper 32400 PASEO ADEI-ANTO SAN JUAN CAPI%TRANO, CA 92675 (949) 493-1171 (949) 493-1053 FAx wwwsonjitancapistrano.org February 20, 2008 0 ✓(���,�q�e IA[AAIAAAIEA EST WISHED 1961 1776 NOTIFICATION OF ACTION BY THE CITY COUNCIL OF SAN JUAN CAPISTRANO MEMBERS OF THE CIT)` COUNCIL SAMALLEVATO THOMAS W. HRIBAR MARK NIELSEN .10E SOTO DR LONDRES USO On February 19, 2008, the City Council of San Juan Capistrano met regarding: "Consideration of a Resolution Supporting the Tri -City Trolley Funding Application to Orange County Transportation Authority (OCTA) for the Cities of San Juan Capistrano, Dana Point and San Clemente." Item No. D6. The following action was taken at the meeting: Resolution No. 08-02-19-02 adopted supporting the tri -city trolley funding application to Orange County Transportation Authority for the cities of San Juan Capistrano, Dana Point, and San Clemente, revised to add "Be it further resolved that the City of San Juan Capistrano supports the concept of matching funding to a maximum of 25%, of the total cost, but not more than approved by other cities, with details of the concept subject to further City Council consideration." If you have any questions regarding this action, please contact Jill Thomas, Senior Management Analyst at (949) 443-6362 for more detailed information. Thank you, Meg Monahan, MMC City Clerk Cc: Dan Boyle and Associates, Inc.`; Kelly Hart, OCTA"`; Nasser Abbaszadeh, Engineering & Building Director; Jill Thomas, Senior Management Analyst San Juan Capistrano: Preserving the Past to Enhance the Future q0 Printed on 100% re9ydatl paper r RESOLUTION NO. 08-02-19-02 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, IN SUPPORT OF THE APPLICATION TO THE ORANGE COUNTY TRANSPORTATION AUTHORITY FOR FUNDS FOR THE TRI -CITY TROLLEY PROGRAM FOR THE CITIES OF SAN JUAN CAPISTRANO, DANA POINT, AND SAN CLEMENTE WHEREAS, the Orange County Transportation Authority (OCTA) is accepting applications and proposals for the next phase of Go Local; and WHEREAS, the Orange County Transportation Authority has proposed the Go - Local Program to assess transit needs and provide funding support for local para -transit programs within Orange County; and WHEREAS, the City of San Juan Capistrano has partnered with the cities of Dana Point and San Clemente and formed the Tri -City Trolley program; and WHEREAS, the Tri -City Trolley Transit Needs Assessment Study Report will be prepared and submitted along with application for future consideration and funding by OCTA; and WHEREAS, by formal action, the City supports the Tri -City Trolley concept as outlined in the Tri -City Trolley Transit Needs Assessment Study Report; NOW, THEREFORE, BE IT RESOLVED that the City of San Juan Capistrano does hereby support the Tri -City Trolley Transit Needs Assessment Study Report and application to receive funding for the next phase. BE IT FURTHER RESOLVED that the City of San Juan Capistrano supports the concept of matching funding to a maximum of 25% of the total cost, but not more than approved by other cities, with details of the concept subject to further City Council consideration PASSED, APPROVED AND QST: ( �� � 3�RET R. MONAHAN, CITY CLERK i Page 1 of 2 02-19-2008 • STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF SAN JUAN CAPISTRANO ) I, MARGARET R. MONAHAN, appointed City Clerk of the City of San Juan Capistrano, do hereby certify that the foregoing Resolution No. 08-02-19-02 was duly adopted by the Cit Council of the City of San Juan Capistrano at a Regular meeting thereof, held the 19t day of February 2008, by the following vote: AYES: COUNCIL MEMBERS: Allevato, Nielsen, Hribar, Uso and Mayor Soto NOES: COUNCIL MEMBER: None ABSENT: COUNCIL -MEMBER: None City Clerk Page 2 of 2 02-19-2008