16-0516_ORANGE COUNTY TRANSPORTATION AUTHORITY_Cooperative Agreement No. C-5-38461
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COOPERATIVE AGREEMENT NO. C-5-3846
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF SAN JUAN CAPISTRANO
FOR
INSTALLATION OF SECOND EASTBOUND LEFT-TURN LANE ON DEL OBISPO
THIS COOPERATIVE AGREEMENT (Agreement), is effective this day of
I , 2016, 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 (herein referred to as 'AUTHORITY") and the City of San Juan Capistrano, 32400 Paseo
Adelanto, San Juan Capistrano, California 92675 (hereinafter referred to as "CiTY"), each individually
known as "Party" and collectively known as the "Parties".
RECITALS:
WHEREAS, the AUTHORITY, in partnership with the CITY and the Southern California Regional
Rail Authority (SCRRA) have been working diligently to improve the traffic circulation at the Del Obispo
Street railroad crossing; and
WHEREAS, SCRRA's consultant, Campbell Technologies Corporation, prepared a report
(REPORT) identifying options to address the traffic circulation at the Dei Obispo Street railroad crossing;
and
WHEREAS, the CITY has reviewed the report and provided a letter of response to OCTA, dated
June 23, 2015, which was in turn responded to by OCTA on July 21, 2015; and
WHEREAS, as a result, CITY and AUTHORITY agree to proceed with the installation of a second
eastbound left-turn lane on Del Obispo and Camino Capistrano and enter into this Agreement to define
roles and responsibilities, terms, and conditions as defined in Exhibit A, "Scope of Work" (hereinafter
referred to as 'PROJECT"); and
Revised 3/9/15
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COOPERATIVE AGREEMENT NO. C-5-3846
WHEREAS, CITY agrees to complete all work required including, but not limited to environmental
clearance, design, right-of-way, permits, public outreach, construction, construction management, and
project management for the PROJECT; and
WHEREAS, the CITY is the lead agency for the California Environmental Quality Act (CEQA);
and
WHEREAS, the AUTHORITY and CITY agree to a cost sharing formula of eighty-eight percent
(88%) provided by the AUTHORITY and twelve percent (12%) provided by the CITY for the PROJECT;
and
WHEREAS, the intent of the PARTIES is that the PROJECT shall be implemented with the least
amount of disruption to pedestrian, bicycle, vehicle, and rail traffic;
NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as follows:
ARTICLE 1. COMPLETE AGREEMENT
A. This Agreement, including any attachments incorporated herein and made applicable by
reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this
Agreement between AUTHORITY and CITY and it supersedes all prior representations, understandings,
and communications. The invalidity in whoie or in part of any term or condition of this Agreement shall
not affect the validity of other term(s) or conditions(s) of this Agreement. The above referenced Recitals
are true and correct and are incorporated by reference herein.
B. AUTHORITYS' failure to insist on any instance(s) of CITY's performance of any term(s)
or condition(s) 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 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 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 Agreement and issued in
accordance with the provisions of this Agreement,
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COOPERATIVE AGREEMENT NO. C-5-3846
G. CITY'S failure to insist on any instance(s) of AUTHORITY'S performance of any term(s)
or condition(s) of this Agreement shaii 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 portion of this 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 Agreement and issued in accordance with the provisions
of this Agreement.
ARTICLE 2. SCOPE OF AGREEMENT
This Agreement specifies the roles and responsibilities of the Parties as they pertain to the
subjects and projects addressed herein. 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 that may be required to facilitate purposes thereof.
ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
AUTHORITY agrees to the following responsibilities for PROJECT:
A. To provide staff to perform its duties, and to manage, administer, and oversee its
obligations under this Agreement.
B. To fund a portion of the actual cost of the improvements proposed for the PROJECT with
Renewed Measure M funds. AUTHORITY will fund Eighty Eight percent (88%) share and CITY will fund
Twelve percent (12%) share of Thirty Two Thousand doliars ($32,000) per the estimates contained in
Exhibit B "Cost Estimate".
C. To pay to CITY within thirty (30) days following the submittal of an approved invoice with
the required supporting documentation.
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COOPERATIVE AGREEMENT NO. C-5-3846
ARTICLE 4. RESPONSIBILITIES OF CITY
CITY agrees to the following responsibilities for PROJECT:
A. To serve as the lead agency for the PROJECT.
B. To assign staff to manage the PROJECT and ensure successful completion of the
PROJECT as defined in Exhibit A, "Scope of Work".
C. To agree to notify AUTHORITY a minimum of thirty (30) days in advance of any planned
PROEJCT work that will impact the operation of the Del Obispo grade crossing.
D. To be responsible to complete the PROJECT and all associated activities in a good and
competent manner and in compliance with ail applicable federal, state, and local laws and regulations
and railroad standards, policies, practices, and guidelines where applicable.
E. To be responsible for any fees, permits, licenses, easements, environmental clearances,
and other approvals required of the PROJECT.
F. To prepare and submit a monthly project summary report to AUTHORITY detailing the
activities completed within the reporting period.
G. To prepare and submit a monthly invoice to AUTHORITY along with supporting
documentation. The invoice shall be submitted on CITY's letterhead and shall be signed by an authorized
agent who can duly certify the accuracy of the included information. The invoice shall be submitted by
CITY and in duplicate to AUTHORITY'S Accounts Payable Office. Each CITY invoice shall include the
following information:
1. Agreement No. C-5-3846.
2. The time period covered by the invoice.
3. Total monthly invoice amount.
4. Progress Report, which includes a detailed description of the services performed.
5. Itemized expenses including support documentation incurred during the billing
period.
6. Such other information as requested by AUTHORITY
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COOPERATIVE AGREEMENT NO. C-5-3846
H, To assume ongoing maintenance responsibility associated with the PROEJCT upon
completion.
ARTICLE 5. DELEGATED AUTHORITY
The actions required to be taken by CITY in the implementation of this Agreement are delegated
to its City Manager, or designee, and the actions required to be taken by AUTHORITY in the
implementation of this Agreement are delegated to AUTHORITY'S Chief Executive Officer or designee.
ARTICLE 6. MAXIMUM OBLIGATION
A. Notwithstanding any provisions of this Agreement to the contrary, AUTHORITY and CITY
mutually agree that AUTHORITY'S maximum cumulative payment obligation hereunder shall be Twenty
Eight Thousand One Hundred Sixty Dollars ($28,160.00), unless agreed to and amended by both Parties.
B, The estimated expenditure allocation is as follows:
Total Estimated PROJECT Cost $32,000
Authority Share $28,160
City Share (&) Revenue $3,840
ARTICLE 7. AUDIT AND INSPECTION
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 the 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 purposes of
audit, the date of completion of this Agreement shall be the date of AUTHORITY'S payment of CITY's
final billing (so noted on the invoice) under this Agreement. AUTHORITY shall have the right to reproduce
any such books, records, and accounts. The above provision with respeotto audits shall extend to and/or
be inoiuded in oontracts with CITY's contraotor.
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COOPERATIVE AGREEMENT NO. C-5-3846
ARTICLE 8. INDEMNIFICATION
A. To the fullest extent permitted by law, GITY shall defend (at CITY's sole cost and expense
with iegai counsel reasonably acceptable to AUTHORITY), indemnify, proteot, and hold harmless
AUTHORITY, its offioers, directors, employees, and agents (colleotively the "Indemnified Parties"), from
and against any and all liabilities, aotions, suits, claims, demands, losses, costs, judgments, arbitration
awards, settlements, damages, demands, orders, penalties, and expenses inoluding legal costs and
attorney fees (colleotively "Claims"), including but not limited to Claims arising from injuries to or death of
persons (CITY's employees inoiuded), for damage to property, including property owned by AUTHORITY,
or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent
acts, omissions or willful misoonduct of CITY, its officers, directors, employees or agents in connection
with or arising out of the performance of this Agreement.
B. To the fuliest extent permitted by law, AUTHORITY shall defend (at AUTHORITY'S sole
cost and expense with legal counsel reasonably aooeptable to CITY), indemnify, protect, and hold
harmless CITY, its officers, directors, employees, and agents (coiiectiveiy the "Indemnified Parties"), from
and against any and ail liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration
awards, settlements, damages, demands, orders, penalties, and expenses inoluding legal oosts and
attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of
persons (AUTHORITY'S employees included), for damage to property, including property owned by the
CITY, or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the
negligent acts, omissions or willful misconduct of AUTHORITY, its officers, directors, employees or
agents in connection with or arising out of the performance of this Agreement.
C. The indemnification and defense obligations of this Agreement shall survive its expiration
or termination.
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COOPERATIVE AGREEMENT NO. C-5-3846
ARTICLE 9. ADDITIONAL PROVISIONS
A. Term of Agreement: This Agreement shall be effective upon execution by both parties and
shall be in full force and effect for six (6) months through August 30, 2016, or AUTHORITY'S payment of
final GiTY invoice, v/hichever is later.
B. Termination: In the event either Party defaults in the performance of their obligations under
this Agreement or breaches any of the provisions of this Agreement, the non-defaulting Party shall have
the option to terminate this Agreement upon thirty (30) days' prior written notice to the other Party.
0. Termination for Convenience: Either Party may terminate this Agreement for its
convenience by providing thirty (30) days' prior written notice of its intent to terminate for convenience to
the other Party.
D. AUTHORITY and CITY shall comply with all applicable federal, state, and local laws,
statues, ordinances and regulations of any governmental authority having jurisdiction over the PROJECT.
E. Legal Authority. AUTHORITY and CITY hereto consent that they are authorized to
execute this Agreement on behalf of said Parties and that, by so executing this Agreement, the Parties
hereto are formaily bound to the provisions of this Agreement.
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 of this Agreement shaii 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 deiivered in any
number of counterparts, each of which, when executed and delivered shall be deemed an original and
ail 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 controi, 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;
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COOPERATIVE AGREEMENT NO. C-5-3846
national fuel shortage; or a material act or omission by the other Party; when satisfactory evidence of
suoh oause is presented to the other Party, and provided further that such nonperformance is
unforeseeabie, beyond the control and is not due to the fault or negligenoe of the Party not performing.
authority hereunder may be assigned in whoie or in part by either Party 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 suoh subsequent assignment.
J. Governing Law: The laws of the State of California and applicable local and federal laws,
regulations and guidelines shall govern this Agreement.
K. Litigation fees: Should litigation arise out of this Agreement for the performance thereof,
the court shall award costs and expenses, including attorney's fees, to the prevailing party.
L. Notices: Any notices, requests, or demands made between the Parties pursuant to this
Agreement are to be directed as follows:
Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or
To CITY To AUTHORITY:
City of San Juan Capistrano Orange County Transportation Authority
32400 Paseo Adelanto 550 South Main Street
San Juan Capistrano, CA 92675 P. O. 80x14184
Attention: George Alvarez
City Engineer/Traffic Engineer
Telephone Number
E-mail:
Orange, CA 92863-1584
Attention: Marjorie Morris-Threats
Senior Contract Administrator
Tel: (714) 560-5633
E-mail: mthreats(a),octa. net
galvarez@saniuanoapistrano.org
Telephone: (949) 443-6351 CC: Jason Lee, Project Manager
Tel: (714)560-5833
E-mail: Jlee1@octa.net
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COOPERATIVE AGREEMENT NO. C-5-3846
This Agreement shaii be made effective upon execution by both Parties.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-5-3846 to be
executed on the date first written above.
CITY OF SAN JUAN CAPISTRANO ORANGE COUNTY TRANSPORTATION AUTHORITY
•/^A Meena Katakia Ben siegel
City Manager Manager, Capital Projects
ATTEST
VJVtaria MorVis
City Clerk
APPROVED AS TO FORM
James M. Donioh
General Counsel
APPROVED AS TO FORM
By:
Jeffrey Bailing
City Attorney
Dated :
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COOPERATIVE AGREEMENT NO C-5-3846
EXHIBIT A
EXHIBIT A - SCOPE OF WORK
City of San Juan Capistrano
Second Eastbound Left-Turn Lane
Del Obispo Street and Camino Capistrano
CITY will provide all necessary services to complete the PROJECT and as noted below:
1. Remove existing striping on eastbound Del Obispo Street from Camino Capistrano
to approximately 500 feet westerly.
2. Remove existing striping and parking on northbound Camino Capistrano from Del
Obispo Street to approximately 600 feet northerly.
3. Remove existing striping on southbound Camino Capistrano from Del Obispo
Street to approximately 600 feet northerly.
4. Strip eastbound Del Obispo Street to provide two eastbound left-turn lanes, two
through lanes, and a right turn lane from Camino Capistrano to approximately 500
feet westerly per plan.
5. Strip northbound and southbound Camino Capistrano from Del Obispo Street to
approximately 600 feet northerly per plan in Attachment 1.
6. Install new traffic loops on eastbound Del Obispo Street and Camino Capistrano
and on southbound Camino Capistrano and Del Obispo Street per plan.
7. Adjust signal head on mast arm for eastbound left turns on Del Obispo and
Camino Capistrano.
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COOPERATIVE AGREEMENT NO C-5-3846
EXHIBIT B
EXHIBIT B - COST ESTIMATE
City of San Juan Capistrano
SECOND EASTBOUND LEFT-TURN LANE
DEL OBISPO STREET AND CAMINO CAPISTRANO
Item Cost
Design $4,000
Traffic ioops $9,600
Remove existing striping $4,000
Install new striping $4,000
Traffic control $2,000
Adjust signal on mast arm $1,000
Construction management $2,400
Contingency (15%) $5,000
Total (Not to Exceed) $32,000