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11-0802_CALIF DEPT OF TRANSPORTATION_Cooperative Agr12 -ORA -74 PM 0.00/1.60 EA OE310, ID -12-00.00-0102 District Agreement No. 12-0641 COOPERATIVE AGREEMENT Contribution Only This agreement, effective on R -C( -'Zoll , 2011 is between the State of California, acting through its Department of Transportation, referred to as CALTRANS, and: San Juan Capistrano City, referred to as "CITY RECITALS 1. CALTRANS and CITY, collectively referred to as PARTNERS, are authorized to enter into a cooperative agreement for improvements to the SHS per Streets and Highways Code sections 114 and 130. 2. CALTRANS is preparing a Plans, Specifications, and Estimate (PS&E) package for a project that involves reconstruction of the interchange at State Route 74 and Interstate 5 in the City of San Juan Capistrano, referred to as PROJECT. 3. Orange County Transportation Authority (OCTA) has allocated $2,500,000 of Measure M funds to CITY for Design Engineering of PROJECT. 4. CITY request CALTRANS to administer PROJECT and will contribute funds to PROJECT. Contributed funds will be used for the design support cost. 5. PARTNERS now define in this agreement the terms and conditions of this contribution. RESPONSIBILITIES 6. CALTRANS is the SPONSOR and IMPLEMENTING AGENCY for PROJECT. 7. CITY is a FUNDING PARTNER contributing a fixed amount towards PROJECT. DEFINITIONS FUNDING PARTNER - A partner who commits a defined dollar amount. IMPLEMENTING AGENCY — The partner responsible for managing the scope, cost, and schedule of a project component to ensure the completion of that component. PARTNERS — The term that collectively references all of the signatory agencies to this agreement. This term only describes the relationship between these agencies to work together to achieve a mutually beneficial goal. It is not used in the traditional legal sense in which one partner's .individual actions legally bind the other partners. ATTACHMENT 1 District Agreement 12-0641 SPONSOR — The partner that accepts the obligation to secure financial resources to fully fund PROJECT. This includes any additional funds beyond those committed in this agreement necessary to complete the full scope of PROJECT defined in this agreement or settle claims. SCOPE 8. CALTRANS is responsible for all work for PROJECT. COST 9. CITY will contribute a fixed amount of $2,500,000 of Measure M funds, in lump sum payment. 10. If federal funds are being contributed as part of this agreement, CALTRANS will administer all federal funds. 11. CALTRANS will submit invoices to CITY upon execution of this agreement and the CITY will forward the same to OCTA. 12. CITY will pay CALTRANS within 30 calendar days of receipt of the funds from OCTA. GENERAL CONDITIONS 13. All obligations of CALTRANS under the terms of this agreement are subject to the appropriation of resources by the Legislature, the State Budget Act authority, and the allocation of funds by the California Transportation Commission. 14. Neither CITY nor any officer or employee thereof is responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by CALTRANS under or in connection with any work, authority, or jurisdiction: conferred upon CALTRANS or arising under this agreement. It is understood and agreed that, CALTRANS will fully defend, indemnify, and save harmless CITY and all of its officers and employees from all claims, suits, or actions of every name, kind and description brought forth under, including, but not limited to, tortious, contractual, inverse condemnation, or other theories or assertions of liability occurring by reason of anything done or omitted to be done by CALTRANS under this agreement. 15. This agreement is intended to be PARTNERS' final expression and supersedes all prior oral understanding or writings pertaining to PROJECT, 16. This agreement will terminate upon receipt of the full payment from CITY to CALTRANS. However, all indemnification provisions will remain in effect until terminated or modified in writing by mutual agreement. 2 District Agreement 12-0641 SIGNATURES PARTNERS declare that: 1. Each partner is an authorized legal entity under California state law. 2. Each partner has the authority to enter into this agreement. 3. The people signing this agreement have the authority to do so on behalf of their public agencies. STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION By: per- 2 zr Frank Lin Acting Deputy District Director Capital Projects Outlay Program CERTIFIED AS TO Distnct tsuaget. Manager 3 CITY OF SAN JUAN CAPISTRANO KaYen .. Managerrust APPROVED AS TO FORM: By: "ikladoi Omar San oval Attorney ATTEST: l By: Maria. Morris Clerk