HomeMy WebLinkAboutAgenda Bill 3.B 11/01/2010p, L'U~
a '~
1.85$
DATE: November 1, 2010
,4c~e~vidcv It~wv #3.3
TO: Honorable Mayor and Members of the .Cit ouncil through City Manager
FROM: Vincent Marengo, Director of Public Works
SUBJECT: Resolution Authorizing. the City Manager to Execute Amendment No. 2 to
the Cooperative Futrding Agreement between the Sonoma County
Transportation Authority (SCTA) and the City of:Petaluma for the East
Washington Interchange Project RI)A100280 Segment C-1 Component of the
1VIarin Sonoma Narrows Segment C (1VISN-C) Project
REC®NIMENI)ATION
It is recommended that the City Council. adopt the attached' resolution authorizing the City
Manager to execute Amendment.No. 2 to the Cooperative.Funding,Rgreement between the
Sonoma County Transportation Authority (SCTA) and the City of. Petaluma for the East
Washington Interchange Project RDA100280 Segment C-1 component of the Marin Sonoma
Narrows Segment C (MSN-C) Project.
BACKGROJNI)
On April 19, 2010, the City Council approved Amendment No. 1 to the cooperative agreement
between the City of Petaluma and SC.T.A, dated October 26; 2009,. This agreement outlines the
City's and SCTA's responsibilities on delivery of the:East Washington Interchange Project
improvements.
The East Washington Interchange Project will improve two. quadrants of the interchange -
southwest and northeast - by widening and improving-the existing southbound on-ramp and
constructing anew on-ramp,, bridge, and retaining wall in the_ northbound direction.
The Project .has .environmental clearance (PA/ED) and is approximately 100% complete with
design. The remaining tasks include:
• final design (plans; specifications and estimates, or PS&E) review by Caltrans District
Off ce and Headquarters;
• right of way .support engineering and capital outlay associated with utility relocation and
envirorunental:rntigation;
• "right of way dedica~on or purchase from Plaza North, Plaza South .and Regency Centers;
® advertisement,. award and approval of the construction contract; and
Agenda Review:
City Attorney Finance Director
City Manager ~.
• construction.
Based' on the current status.ofthe project, it is anticipated the schedule for project delivery
will be as follows:
Design (PS&E) Complete October -2010
R/W Complete January 2011
Advertise, Award, Approve Feb 201.1
Construction Start Summer 2011
DISCUSSION
The financial plan, as outlined in Amendment 1 to he original agreement between SCTA and the
City of Petaluma, is shown in the'table below:
AMENDMENT NO. 1 TO THE PROJECT FINANCIAL PLAN
Fundin Pg lan by Fund Source and Development Phase (Funds in Thousands)
FUND PS&E ROW ROW CON CON TOTAL
SOURCE SUP CAP SUP CAP
CITY $1,700` $ 1.50 $1,930 $ 220 $ 0 $4,000
Measure M $ 0 $ 100 $1,270 $ 250 $ 1,230 $2,850
(101)
Federal $ 0 $ 0 $ 0 $ 700 $ 12,800 $13,500
SAFETEA-LU
Federal $ 0 $ 0 $ 0 $1,000 $ 0 $ 1,000
appropriation
TOTAL $.1,700 $250 $3,200 $2,170 $14,030 $21,350
Development of the original f nancial plan was. based on preliminary engineering design. Final
detailed engineering design work is essentially completed. The location of the new northbound
on-ramp, bridge, and retaining wall has resulted in more utility.relocation work than originally
estimated. Constraining fea"tures and the requirement to relocate existing PG&E vaults and
transrnissiori lines out of the right-of--way will increase the cost of utility engineering and
facilities. Additional easements-will also need to be acquired. The increased cost of utility
relocation has increased the estimates for right-of-way support and right-of-way capital.
Construction support estimates have been increased from $2,170,000 to $2,461,000. This
increase was requested by Caltrans for their construction support. activities and includes
construction design services from the consulting design engineer.
'The overall. project budget has not increased, as the estimate for construction capital has
decreased, based on final design drawings and the current construction bidding. climate. The cost
2
share between. SCTA and the City of Petaluma remains the same as outlined in the original
agreement. The proposed amended financial plan, as outlined in the amerided agreement between
SCTA and the City of Petaluma, is shown in the table below:
AMENDMENT N0.2 TO THE AIVIENDED PROJECT FINANCIAL PLAN
Funding Plan by Fund Source and :Development .Phase (Funds in Thousands)
FUND PS&E ROW ROW CON CON TOTAL
SOURCE SUP CA'P SUP CAP
CITY $1,950 $ 510 $1,260 $ -280 $ 0 $4,000
Measure M $ 0 $ 100 $2,750 $ 0 $ 0 $2,850
(101)
Federal $ 0 $ 0 $ 0 $1,197 $ 12,300 $13,497
SAFETEA-LU
Federal $ 0 $ 0 $ 0 $ 984 $ 0 $ 984
appropriation
TOTAL $1,950 $6L0 $4,01.0 $2,461 $12,300 $21,331
FINANCIAL IMPACTS
The City is the implementing agency for PS&E (design); right of way acquisition, and design
services during construction. The additional funding.is Measure M, moved from construction to
right of way capital. The overall funding for the project- is decreased from $21,350,000 to
$21,331,000; which amounts to a $1'9,000 decrease in the obligation authority of the federal
funding.
ATTACHMENTS
Resolution
Exhibit A to -the Resolution: Amendment No. 2 to the cooperative agreement between
the. SCTA aril the. City
2. Amendment .No: 1 to the cooperative .agreement. between .SCTA. and the City
3. Original cooperative agreement between the $CTA and -the City
ATTAC~911~EE~'r 1
RES'OLUTI:ON
AUTHORIZING THE ,CITY MANAGER TO' EXECUTE -AMENDMENT NO.2 TO THE
_ _
COOPERATIVE AGREEMENT BETWEEN THE SONOMA COUNTY
TRANSPORTA~'ION AUTHORITY (SCTA) ANI) THE CITY OF PETALUlVIA FOR
THE EAST WASHIN:GTON, INTERCHANGE PROJECT RDA100280 SEGMENT C-1
COMPONENT OF THE 1VIARIN SONOMA NARROWS. SEGMENT C (MSN-C)
PROJECT
WHEREAS, at its, meeting. of December 29, 2005, the Petaluma Community
Development Commission authorized allocation of $4M from PCDC account undesignated fund
balance to the East Washington Interchange component (Project RDA 100280) of the MSN-C
Project for right-of--way acquisition and construction ofthe ramp_improvements to the East
Washington Interchange component. of the MSN-C Project; and
WHEREAS, on January 26, .200.9, the Petaluma Community Development Commission
adopted the findings, made in accordance. with Californa:Health and Safety Code Section 33445,
for expenditure of these tax increment funds to pursue right-of--way acquisition, construction of
the East Washington Interchange component, and full design ,of the MSN-C Project; and
WHEREAS, the City Council consented to the expenditure of said funds to undertake
these Public Improvements; and
WHEREAS, in order to proceed, the City of Petaluma and the Sonoma County
Transportation Authority entered :into a cooperative funding- agreement, dated October 26, 2009,
for contribution of construction funding; and
WHEREAS, on April 19,.2010, the City of Petaluma: and the Sonoma County
Transportation Authority entered ,into amendment number one to the cooperative funding
agreement, dated October 26, .2009, for a revision to the funding contribution allocation; and
WHEREAS, the. constrainng;features and the requirement to relocate existing PG&E
facilities out of the .new Caltrans right-of way will increase. the cost of utility engineering- and
ut~lty`facilitiesrelocation. Additional easements will also need to be acquired. The increased.
coat of utility relocation has iiiereased the estimates -for right-of--way support- and right-of-way
capital.
NOW THEREFORE, BE IT RESOLVED, that the Petaluma City Council .authorizes
the City Manager to execute Amendment No. 2 to the Cooperative Agreement between the City
of Petaluma and Sonoma County Transportation Authority, attached to this resolution as Exhibit
A and incorporated herein by reference.
124]873..1
4
EXF9S~IT' A'TO RCS®Ll.!'fl®IV
AIVIENDMENT NUMBER 2' TO
COOPERATIVE FUNDING AGRIJEIVIEN`I' BETWEEN
THE SONOIVIA COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF PETALU'1VIA
ThisAgreement is made and entered into as of , 2010
("Effective Date") by and between. the City of Petaluma hereinafter referred to as "CITY"
and the SONOMA COUNTY "TRANSPORTATION AUTHORITY hereinafter referred to
as "AUTHORITY."
RECITALS
1. AUTHORITY and CITY entered into a Cooperative Funding Agreement
SCTA1000:8 to define a framework to enable the two parties to work cooperatively in
developing transportation improvements to the Highway 1Oi /East Washington Interchange
in Sonoma County.
2. The Cooperative Funding Agreement included a, Project Plan consisting of a
financial plan, a schedule; and roles and responsibilities for completion of the Project.
3. The Cooperative Funding Agreement was amended one time previous to update
schedules and budgets, redistribute funding responsibilities,; andre-define roles and
responsibilities. '
4. The amount of Federal. Funding available for the project .has been reduced from
$14,500,00.0 to $14,481,000 due'to reduced obligation authority of federal funding sources.
5. Cost estimates for the Development Phases of the- Project have been updated.
6. AUTHORITY and CITY desire to modify the Agreement to update schedules and
budgets to current estimates and redistribute funding responsibilities.
NOW, THEREFORE, in consideration of the foregoing; AUTHORITY and CITY do
hereby agree to delete all Sections; .Articles, and Exhibits of previous Agreement Numbers
SCTA10008 and SCTA10008-A1 and replace them with the following
SECTION I
CITY AGREES:
1. Total. CITY Contribution. To provide up to $4,000,000 in local funds [or other
CITY contribution] towards the Project, in accordance with the ProjectPlan. The cost of
CITY's own administration, independent quality assurance, oversight, and project
5
management is not considered` a Project cost that is covered bythis agreement and is not
included in the Project Plan.
2.. Additional Cooperative Agreements. To enter into a cooperative agreement(s) with
Caltrans for the design (PS&E), Right of Way Engineering and Support (ROW SUP), and
Right-of--Way Capital (ROW CAP) phases of the Project in accordance with the Project Plan.
3. Completion of Work. T,o timely complete. the design'(PS&E); Right; of Way
Engineering and Support (ROW SUP) and Right of Way Capital (ROW CAP) phases of the
Project in accordance with the deadlines set forth in the Project Plan.
4. Design Services During Construction. To provide design services during
construction to Caltrans as an on-call service. CITY shall .monitor the.. actual cost to ensure
that the funding shown ,in the Project Plan is not exceeded, Based on the actual burn rate;
CITY shall notify AUTHORITY within 60 days of when fihe budget for design services
during construction is expected `to be exhausted.
5. Ri~~ht-of-Wa~Capital Funding. To provide up ~~to ~$~1,260;000 (31.7%) in local
funds [or other CI'T'Y contribution] for the construction phase of the Project.
6. Initial Deposit. To 'invoice AUTHORITY for a $'500;000 initial deposit for right-
of-way capital.
7. Progress Invoices. To promptly invoice AUTHORITY for AUTHORITY'S pro-
rata share of all right-of-way progress payments in accordance with the Project Plan.
8. Reconciliation of Right-of-WayCost. Within 50 days of completion'of final Rght-
of-Way Capital payments, CITY will submit a final accouri"tng for all Right-of-Way Capital
costs. Based on the final. accounting, CITY will refund or invoice as necessary in order'to
satisfy the obligation of this agreement.
9. Compliance with :Laws. With regard to administering and completing CITY'S
responsbilites.for he Project, C~ITI' shall at all times comply with all applicable laws of the
United States, the' State of California, the County, and with all applicable regulations
promulgated by federal, state, regional, or local administrative and regulatory agencies,:now
in force and as they may be 'enacted, issued, or amended .during the term of this Agreement:
10. Records. To allow AUTHORITY to audit all` expenditures relating to the Project
funded through this Agreement. For the duration of the Project, and for five (5) years
fol owing completion of the Project; or earlier discharge of the Agreement, CITY shall make
available to AUTI=IORITY all records relating to expenses incurred i_n performance of this
Agreement.
1' 1. Notice of Audit. To provide timely notice to AUTHORITY if an audit is to.be
conducted.
6
SECTION II
A1T>FIORI'TY AGREES:
1. Total Ai1TIIORITY Contribution. To provide up to $2,850,000 in Measure M
Highway 101 program funds owards the Project, in accordance with the Project Plan. The
cost of AUTIIORITY's own. administration, independent quality-assurance, oversight, and
project management is not considered a Project cost that is covered by this agreement and is
not included in the Project Plan.
2. Federal Funding. To request programming. and obligation of $14,480,000 in
Federal funding towards' the construction. and construction support phases of the Project and
to promptly notify CITY ifFederal funding will not be available in accordance with the
Project Plan.
3. Additional Cooperative "Agreements. To enter into a.cooperative agreement(s) with
Caltrans for the Advertise, Award, and Approve (AAA), Construction Support (CON SUP);
and Construction Capital (CON Cf1P) phases of the Project in accordance with the Project
Plan.
4. Completion of Work.. To, timely complete the work necessary to complete. off-site
environmental mitigation by the time frames set forth: in 'the environmental documents and
permits.
5. Right-of-Way_Capital Funding. To provide up to $2,720,000 (68.3%) in Measure
M funds for Right of Way Capital, excluding environmental mitigation.
6. Initial Deposit. To make: payment of $500,000 within 30-calendar days of receipt
of invoice for advance right of way capital deposit.
7. Pro reg ss Payments. To promptly make payments on all Right-of-Way Capital
progress invoices, within 30-calenday days of receipt of each invoice.
8. Compliance with Laws. With regard toadmnistering and completing the
AUTHORITY's responsibilities for the Project,. AUTHORITY shall at all tunes comply
with all applicable laws of the United States, the State of California, the County, and vvith.all
applicable regulations promulgated by federal, state, regional, or local administrative and
regulatory agencies, now in force and as they may be enacted, issued, or amended during the
term of this Agreement.
9. Records. -To .allow CITY to audit all expenditures relating to the Project funded
through this Agreement. For the duration of the Project, and for five (5) years following
completion of"the Project, or earlier discharge of the Agreement, AUTHORITY shall make
available to CITY all records relating to expenses incurred in performance of this Agreement.
7
10. Notice of Audit. To provide timely notice to CITY if an audit of CITY records is
to be conducted.
SECTION III
IT IS~ MUTUALLY AGRE~E3D:
1. Funding Needs. If additional, funds beyond those. dentifiedin the Project Plan are
necessary to complete the .Project or if Federal :funds are: not available. in accordance with the
Project Plan, AUTHORITY and CITY will cooperate to identify and secure new, increased,
or replacement funding. If funding cannot be identified to complete the project, this
agreement can be discharged by either- party as provided in Paragraph 3 or 13.
2. Term. This Agreement, will remain in effect until discharged as provided in
Paragraph 3 or 13 of this Section III.
3. Discharge. This Agreement shall be subject to discharge as follows:
a. This Agreement may be; canceled by a party for breach of any obligation, covenant
or condition hereof by the other party, upon notice to the breaching party... With respect to any
breach which is reasonably capable of being cured, the breaching party shall have thirty (30)
days from the date of the notice to initiate steps to cure. If. the breaching party diligently
pursues cure, such party shall be allowed a reasonable time to cure, not to exceed sixty (60)
days from the date of the initial notice, unless a further extension is granted by the non-
breaching party. On cancellation, the non-breachng.party retains the~sarne rights as a party
exercising its right to terminate undertheprovisions of paragraph 3(b), except that the
canceling party also retains any remedy for breach of the whole contract or any unperformed
balance.
b. By mutual consent of both parties, this Agreement may be terminated at any time.
c. This agreement may be cancelled by either-party by no fault of either party if
Federal funding is not available iri accordance with the Project Plan.
4. Indemnity' Neither CITY nor any of~cer~~or employee thereof is responsible for
any injury; damage or 1_iability occurring by reason of anything done or omitted to be done by
AU'T'HORITY under or in .connection with any work, authority, or jurisdiction conferred
upon AUTIIORTTY or arising under this agreement.
It is understood and agreed that AUTI=IORITY will fully defend, indemnify, and save
harmless CITY and all of'its off cers and employees from all claims, .suits, or actions of every
name, kind, and :description brought forth under, 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.AUTHORITY under this agreement.
Neither AU'I°HOI2ITY nor any officer or employee tlaereof'is responsible for any injury,.
damage, or liability occurring by reason of an@ing done or ,omitted to be done by CITY
under or in connection with .any work, authority, or jurisdiction conferred upon CITY or
arising under this agreement.
It is understood and agreed that CITY will fully defend, indemnify, and save harmless
AUTHORITY and all of its off cers and employees from all claims, suits, or actions of every
name, kind, and description brought forth under, 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-CITY under this agreement.
5. Notices. Any :notice. which may be required -under this Agreement shall be in
writing, shall be effective when received, and shall be given by personal service, or by
certified or registered mail, return. receipt requested, ta'the addresses set-forth below, or to
such addresses which may be specified in writing to the parties hereto.
To CITY:. Director of Public Works; City of Petaluma
l I English Street
Petaluma, CA 94952
vmarengo@ci,petaluma.us
To AUTHORITY: Executive .Director Sonoma County Transportation Authority
490 Mendocino Avenue, Suite 206
Santa'Rosa; CA 95401
(707) 565-5373
suzsmith@sctainfo.org
6. Additional Acts and Documents. Each party agrees to do all such things and take.
all such'act@s, and to make, execute and deliver such.other' documents and instruments, as
shall. be reasonably requested to carry out the provisions, intent and purpose of the "
.Agreement.
7. Inte rag Lion. This Agreement represents the entire agreement of the parties with
respeot to the subj'ect~matter hereof: No representations, warranties, inducements or oral
agreements have been made by any of`the; parties except as expressly set forth herein, or in
other contemporaneous "written agreements.
8. Amendment: This Agreement may not be changed, modified or rescinded except in
writing, signed by all"parties hereto, and any attempt at oral modification of this Agreement
shall be void and.of no effect.
9
9. Independent. A eg races. CITY renders its services. under tfiis Agreement as an
independent agency.. None of-the CITY's agents or employees shall be agents or employees
of the AUTHORITY. AUTHORITY renders its services under this.Agreement as an
independent agency... None of the AUTHORITY's agents or employees shall be agents or
employees of the CITY.
10. Assignment.. The Agreement may not be assigned transferred, hypothecated, or
pledged by any party without the express written consent of the other party.
11. Successors. This Agreement shall be binding upon the successor(s), assignee(s) or
transferee(s) of the AUTHORITY or CITY as the case, may be. This provision shah not be
construed~as an authorization'to assign, transfer, hypothecate, or pledge this Agreement other
than as provided above.,
12. Severability. Should. any part of this Agreement. be determined to be
unenforceable, invalid, or beyond the authority of either party to enter into or carry out, such
determination shall not affect the validity of the remainder of this Agreement which shall
continue in full force and effect; provided that, the remainder of this Agreement can, absent
the excised portion, be reasonably interpreted to giveeffect;to the intentions of the parties.
13. Limitation. All obligations of AUTHORITY under the terms of this Agreement
are expressly subject. to AUTHORITY'S continued authorization to collect and. expend the
sales tax proceeds provided by Measure M. If for any reason: AiJTHORITY's right to collect
or expend such sales tax proceeds is. ;terminated or suspended in whole or part, AUTHORITY
shall promptly notify CITY, and the parties shall consult on a~course of action. If, after
twenty-five (25) working days, a :course of action is not agreed upon by the parties, this
Agreement shall be deemed terminated by mutual or joint consent; provided; that any future
obligation to fund from t~he~ date ~of the .notice shall be expressly lirriited by and subject to (i}
the lawful ability of AUTHORI'I'Y`to expend sales tax proceeds for the purposes of the
Agreement; and (ii) the .availability;, taking into consideration all the. obligations of
AUTI~ORITY under all outstanding contracts, agreements..to other obligations of
AUTHORITY; of funds-for such. purposes.
10
IN WITNESS WHEREOF, the parties have executed this Amendment to Agreement
as of the Effective Date.
CITY OF PETALUMA
By:
City Manager
ATTEST:
By:
City Clerk
APPROVED AS TO LEGAL FORM:
FOR CITY:
By:
City Attorney
APPROVED
By:
Department Director
By:
Risk Manager
SONOMA COUNTY
TRANSPORTATION AUTHORITY
By:
SCTA Chair
APPROVED AS TO SUBSTANCE:
By:
Executive Director
By:
Legal Counsel
Authority
By:
Finance Director
AMENDlYIENT NUMBER 2 TO
COOPERATIVE'-FUNDING AGREEMENT
,BETWEEN
'~'H~E S®NOMA COUNTY TRANSPORTATION'AUTI-IORITY
AND
CITY OF PETALUMA
EXHIBIT B
PRO.IECT FINANCIAL .PLAN
Fundin Pg lan by Fund Source and Development Phase (Funds in Thousands)
FUND PS&E ROW ROW CON CON TOTAL
SOURCE SUP CAP SUP CAP
CITY $1,9'50 $ 510 $1,260 $ 2-80 $ 0 $4,000
Measure M $ 0 $ 100 $2,750 $ 0 $ 0 $2,850
(101)
Federal $ 0 $ 0 $ 0 $`1,197 $ 12,3 00 $1"3,497
SAFETEA-LU
Federal $ 0 $' 0 $ 0 $ 984 $ 0 $ 984
appropriation
TOTAL $1,950 '$610 $4,010 $2,461 $12,300 $21,331
Notes: Measure M funding for ROW CAP of $30,000 is for off--site environmental ~_
mitigation, for which SCTA.is implementing agency. City budget for ROW CAP is
$3,980k. Measure M funding.for ROW SUP of $100,000.is for~fnal right-of--way
engineering. City budget for ROW SUP is $510,000. SCTA, is to enter into a cooperative
agreement with Caltrans, for final right-of--way engineering. City funding for CON SUP of
$280,000. is for design services dur-ing construction, for which City is the implementing
agency. .
12
AMENDMENT NUMBER 2 TO
COOPERATYVE FUNDING AGREEMENT
.BETWEEN
TI-IE SONOMA COUNTY TRANSPORTATION AUTHORIJ'Y
AND
CITY OF PETALUMA
EX~IIBIT C
PROJECT ,SCHEDULE
Pro'ect Developmenf,Phase Be in .End
Environmental PAED Com lete Com lete
Desi n PS&E Feb 2009 Oct 2010
R ht of Wa Ac uisition ROW A r2009 Jan 2011
Advertise, Award,. A rove AAA Feb 20,11, Jun, 2011
Construction CON ~ Summer 2011 Jul 2013
13
AIVIE'NI)1VIENT NUIVIBER 2 TO
COOPERATIVE FUNDING AGREEMENT ~ -
BETWEEN.
TIIE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF PETALUMA
EXHIBIT D
RESPONSIBILITIES OF THE PARTIES
Table. C-1: Additional Cooperative-.Agreements between Parties by Development Phase
Coo erative A reement
Project Activity Caltrans Authori Ci
Environmental (PAED) X X
Design (PS&E) X X
Right of Way Engineering and Support X X
Right of Way Capital X X
Advertise, Award, Approve (AAA) X X
Construction Support X X
Construction Capital & Final ROW Engineering X X
Table C-2: Responsible Implementing Agency Development Phase
I_m lementin A enc
Project Activity Caltrans Authori Ci
Environmental (PAED) X
Design (PS&E} X
Right of Way Engineering and. Support, excluding
Final,Right of Way Engineering
; X
Final Right of Way Engineering (,CfiActivity 300) X
Right of Way Capital .(Utilities and Acquisition] X
Right of Way Capital (Off Site Environmental
Mitigation)
X
Advertise, Award,,Approve {AAA) X
Construction.. Support X
Construction Support {Design Services) X
Construction Capital X
14
ATTACdME~IT 2
Agreement Number SCTA10008-A1
AMENDMENT NUMBER l TO
COOPERATIVE FUNDING AGREEMENT
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
.AND
CITY OF PETALUMA
This Agreemenris.made and entered into:as of • , 2010
("Effective Date") by and between the City of Petaluma hereinafter referred to as "CITY"
and the SONOMA COUNTY TRANSPORTATION AUTHORITY hereinafter referred to
as "AUTHORITY."
RECITALS
I. AUTHORITY acid CITY entered into.a Cooperative:F.unding Agreement
SC'fA10008 to defne.a framework to enable the,two,partiesTo work cooperatively in
developing transportation-improvements on the Highway I01 /East Washington Interchange
in Sonoma County.
2. The Cooperative Funding Agreement included a Project Planconsisting of a
financial plan, a schedule, and roles and responsibilities for completion of the Project.
3. AUTHORITY and C1TY desire to modify the Project Plan to update schedules
and budgets to can•ent estimates, redistribute funding responsibilities, and re-define roles and
responsibilities.
IT IS THEREFORE MUTUALLY AGREED:
1. Exhibit B, Project Financial Plan, of Agreement SCTA 10008 is hereby replaced'in
its entirety with Amendmeht 1 to Exhibit B, Project Financial Plan.
2. Exhibit C, Project Schedule, of Agreement SCTA] 0008 is hereby replaced in its
entirety with Amendment 1 to Exhibit C, Project Schedule.
3. Exhibit. D, Responsibilities of the Parties, of Agreement SCTA10008 is hereby
replaced in its entirety with Amendment 1 to Exhibit D, Responsibilities of the Parties.
4. Articles 4, 5, and 6 of Agreement SCTA10008 are hereby`completely deleted.
5. The total estimated Right of Way capital cost, excluding,environmental .mitigation,
is $2,700,000.
6. SCTA agrees to provide up to $770,000 (28.5%) in Measure M funds for Right of
Way. Capital, excluding environmental mitigation.
Page 1 of 5
15
Agreement Number SCTA10008-A1
7. City agrees to. provide,up to X1,930;000 (71.5%) in City funds for Right of Way
Capital, excluding environmental mitigation.
8. City agrees to'be :implementing agency for Righfof Way Capital, excluding
environmental mitigation,. and to invoice SCTA for their pro-raia share of the actual cost.
9. SCTA agrees topromptly provide payment of all Right of Way Capital invoices,.
within 30-days of receipt ofeach invoice.
I0. The other Terms and conditions of'the original Agreement (SCTA Agreement
SCTA090008) shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have~executed this Amendment to Agreement
as ofthe Effective Date.
CITY OF PETALUMA SONONIA COUNTY
TRANSPORTATION AUTHORITY
By:
City'Manager
ATTEST:
>~y:
City Clerk
APPROVED AS TO LEGAL FORM
FOR CITY:
By:
City Attorney
APPROVED
By:
Department Director
By:
Risk Manager
$y:
Einance,Director
By:
SCTA Chair
APPROVED AS TO SUBSTANCE:
By:
Executive Director
By:
Legal Counsel
Authority
Page 2 of 5
16
AgreemenTNumber SCTAI 0608-A1
,AIVIENDMENT,NUlVIBFR 1 TO
COORERATLVE FUNDING AGREEMENT
BETWEEN
THE SONOMA COUNTY`TRANSPORTATION AUTHORITY
AND
C1TY ~F PETALUMA
AMENDMENT l TO. EXHIBIT B
PROJECT FINANCIAL PLAN
Funding Plan liy Fund Source and Development Phase ('Funds in Thousands)
FUND PS&E ROW ROW CON CON TOTAL
SOURCE S,UP CAP SUP C.A~P
CITY $:1,200 $ 150 $1,930 $ 220 $ 0 $4;000
Measure M $ 0 $ l00 $1,270 $ 250 `$ 1;230 $2,850
(101)
`Federal $ 0 $ "0 $ 0 $ 700 $ 12-;800 $13,500
SAFETEA-LU
Federal $ 0 $ '0 $ 0 $1,000 $ 0 $ 1,000
a ro nation
TOTAL .$1,700 $250 $3,200 $2,170 $14;030 $21,350
Notes: Measure M fiiriding fir. ROW GAP of $500,000 is for off=site Environmental
Mitigation. SCTA s?inplementing agency for off-site Environmental Mitigation...
Measure M.fundtig for ROW SUP of,$] 00,000 is for final right-of-way engineering.
SCTA to enter into cooperative agreement with Caltrans for final right-of--way engineering.
City funding for CON SUP of $220;000 is for design services.dtuing constntction. City is
implementing agency for design services during construction.
Amendment 1 to Gxbibit Ii
Page 3 of 5
17
Agreement Numher SCTA T0008-A ]
A1VI1•NDMENT NUMBER 1'TO
COOPERATIVE FUNDING.AGRT>:1VIENT
BETWEEN
THE SONUIVIA COUNTY TRANSPORTATION AUTHORITY
.AND
CITX OF PETALUMA
AMENDMENT l TO EXl-IIBIT:C.
PROJECT SCHEDUL>/
Pro ect°Dev.eto men# Phase Be in End
Envirorimental; PAED Com" lete Coin lete
Desi h PS&E ' Feb2009 Oct 2010
Ri ht of Wa ~Ac u~sition ROW A r 20D9 Nov 2010
Advertise;,Award, A `rove AAA Oct 2040, A r-2011
Construction (GON}. Ma =2011 A' ~ 2012
Amendment Cto,Exhit9itC
Page 4 of 5
18
Agreement•Number SCTA10008-A1
AMENDMENTNUMB>;R TO
COOPl;RATIVE FUNDING AGREEMENT
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
- CITY OF PETALUMA
AMENDMENT ] TO:EXHIBL•T D
RESEONSIBILITIES~OF THE PARTIES
Table C-ls Additionat Cooperative Agreements between Parties by Devtaopment Phase
t
P
i
i Coo eratiye A recment
rojec
,Act
v
ty Calti-ans . '. Anthori' Ci
Environmental (PAED) X X
~Desi n (PSBcE X X
Right of Wa `Engineering and Sup ort X X
Right of Way Capital X X
Advertise, Award, A rove (AAA) X 'X
Construction Su oit X X
Construction Capita} & Final,ROW Engineering X X
Table C=2: Responsible Implementing AgencLy Develonment Phase
t
ti
i
P
A 1m l ementin A enc
,
c
ty
rojec
v Caltrans Authority Ci
Environmental (PA1/D)
_. X
Design (PS&E) X
Right of Way Engineenng and Support, excluding
Final Ri ht of Wa En ineerin X
F'i~ial Riglit of Wa ;~En ineering (CT Activi 300) X
Right~of Way Capital (Utilties~and,Ac uisition X
Right of Way Capital (Off Site~:Enuironmental
Ivliti ation)
X
Advertise, Award; A rove (AA_ __A) X
Ctinstntcfion Su port X
Construction Su ort (Desi n Services). X
Construction Ca ital X
Amendment 1 to Exhibit D
Page 5 of 5
19
~-TTAC9i6VIEB~T 3
Agreement Number SCTA 10008
COOPERATIVE FUNDING~AGREEMENT
BETWEEN
THE SUNOMA COUNTY'TRANSPORTATIONRUTHORITY
AND•
CITY OF PETALUMA
This Agreement is made and entered into as of ~exy ~ ~ ,
2009 ("Effective Date") by'and between the City-of Petaluma hereinafter referred to:as
"CITY" and the SONOMA COUNTY TRANSPORTATIONAUTHORiTYhereinafter
referred to as "AUTHORITY."
RECITALS
1. AUTHORITY and CITY desire to enter into a Cooperative Funding Agreement
to define a framework to enable the two parties to work cooperatively in developing
transportation improvements.:on the Highway 101 /East Washington Interchange in
Sonoma County, as more particularlydescribed in Exhibit A to this:agreement (hereinafter
referred to as "Project").
2. Calirans has completed the Environmental (FRED) phase of the.Project with
State TCRP funding.
3. Caltranscompleted 65% designplans, specificatioris and.;estimate (PS&E) for
the Project with State TCRP'fiuiding.
4. Caltransstopped work on the Project when TCRP funding was exhausted.
S.. AUTHORITY and CITY developed a financial plan a scfiedule= and roles and __ _
responsibilities for completion ofahe Project which.is attached.hereto as Exhibit B, Exhibit.
C, and Exhibit:D (hereinafferreferred to as the "Project Plan"):
6. Pursuant to the Ivleasure•Nl' Strategic Plan, AUTHORITY is•comrriitted to make
available up to $2,850,000 in Highway 101 Program funding to assist with the Project.
7. CTTY is committed to-make available up to $4,000;000 in funding to assist with
the Project:
8. AUTHORITY`iscommitted to request programming and obligation of
$14,500,000 in Federal funding to assist with the Project:
NOW, THEREFQRE, in consideration ofthe-foregoing, AUTHORITY and CITY
do hereby-agree as follows:
Page ] of 1 I
20
Agreement Number SCTA 10008
SECTION I
CITY AGREES:
1. Total CITY Contribution. To'provide up to $4,000,00.0'in-local funds {or other
CITY contribution]~tgwardg the Project, in accordance with the.Project Plan. The cost of
CITY's own administration, independent quality assurance, oversight, and project
management is notconsidered,a:Project cost that is covered by this agreements and is not
included in the Project Plan,
2. Additional Cooperative Agreements, To enter into a cooperative agreement(s)
with Caltrans for the design;(PS&E),`Right of Way Engineering and Support (ROW SUP}
and Right of Way (ROW) pfiasesof the Project in accordance with the Project Plan.
3. Completion of Work. To timely complete the design (PS&E), Right of Way
Engineering and;Support (ROW SUP) and Right of Way (ROVI~`phases of the Project in
accordance with tlie.deadlpes set forth in the Project Plan.
4. Construction Funding. To provide up to $1,150;000 in _iocal funds [or other City
contribution] to the AUTHORITY for the construction phase of the Project.
5. Initial Deposit:. To make payment of $150,000.within 30-calendar days of
receipt of invoice for: advance•construction deposit.
6. Progress Paytnents. To promptly make payments on;all.construction progress
invoices, within 30-calenday days of receipt of each invoice-for construction progress
payments.
7. Compliance witl Laws. With regard to admtmstering and completing CITY's
responsbilitiesfortbe Project, CITY shall at all times comply with all applicable laws of
the United States, the State of California; the County,;and'with;all applicable regulations
promulgated by federal, state, regional; or local administrative and regulatory agencies,
now in force and aSahey maybe enacted, issued, or amended'during,the term of this
Agreement.
8. Records. To allow AUTHORITY to audit all expenditures relating to the
Project funded through this,Agieement. For the duiation.ofthe Project,;and for five (5}
years following completionof the project, orear]ier discharge of the Agreement, CITY
shall make available o AUTHORITY all records relating to expenses incurred in
performance of this Agreement.
9. Notice of Audit. To provide timely notice to AUTHORITY if an audit is to be
conducted.
Page 2 of 1 ]
21
Agreement Number SCTA ] 0008
SECTION II
AUTHORITY AGREES:
,1. Total AUTHORITY Contribution. To provide up to $2;850,000 in Measure M
Highway 101 program fiinds towards the Project, in accordance~with the Project Plan. The
cost of AUTHORITY'S own;adnunistrafion; independent quality assurance, oversight, and
projectmanagement is not considered a Project costthat is covered by this.agreement-and
is-not included in the Project Plan.
2. Federal Funding: To request programming and obligation of $14,500,000 in
Federal funding towardsahe construction and constructionsupportphaSes of the Project
and to promptly notify CITY if Federal funding will not be,available in accordance with
the Project Plan.
3. Additional Cooperative Agreements. To enter' into a cooperative. agreement(s)
with Caltrans for the Advertise; Award, and Approve (AAA), Constriction Support (CON
SUP), and Construction (C4N) phases of the Project in accordance with the Project Plan.
4. Completion' of Work.: To timely complete the'worknecessary to complete, off=
site.erivironmental mitigation ~by`the time frames set forth in the environiriental documents
and permits.
5. Initial'DeUOSit. To invoice CITY fora $150,000 initial' deposit 60 working days
prior to advertisement of the construction contract.
6. Progress Payments. To promptly invoice CITY for CITY'S share of all
construction progress payments in.accordance with the Project Plan,,within 30-calendar ,_ _
days of receipt from:Caltrans of each invoice for construction progress payments.
7. Reconcile Construction Payments. After receipt of final Construction
accounting from Caltrans, AUTHORITY will invoice or refund as necessary in order to
satisfy the obligation of.this agreement.
8. Compliance with Laws. With regard to administering and completing the
AUTHORITY'S responsibilities for the Project, AUTHORITY shall 'at all times comply
with all applicable laws of the United States, the State of California, the County, and with
all applicable regulations promulgated by federal, state, regional,. or local .administrative
and regulatory agencies; now in force and as they may be enacted, issued, or amended
during the term.ofthi"s Agreement.
9. Records. To allow CITY to audit all expenditures relating to the Project funded
through this Agreement. For the:;duration of the Project; and for five (5) years following
completion of the Project, or earlier discharge of the Agreement, AUTHORITY shall
make axailable to CITY all.records relating to expenses incurred'in performance of this
Agreement.,
Page 3 of l ]
22.
,Agreement Number SCTA40008
T0. Notice of Audit. To provide timelynotice to CITY if anaudit of'CITY records
into be conducted.
SECTION III
IT IS MUTUALLY AGREED:
1. Fundin Ng eeds. If additional funds beyond those identified in the Project Plan
are necessary to complete •the;Project or if Federal funds arc not; available in accordance
with the Project-Plan; AUTHORITY and CITY will cooperate to identify'and ecure new,
increased, or replacement funding. If'funding-cannotbe iden"tified to.complete the project,
this agreement can be discharged by either party as provided°n, Paragraph 3 or 13.
2. Term. This Agreement will remain in effectuntil discharged as provided in
Pazagraph 3 or 13 of this Section TIT.
3. Discharge. This Agreement shall be subject to discharge as follows:
a. This,Agreemenrmay be canceled by a party forbreach of'any obligation,
:covenantor condition hereof by'the other party, upon notice to the breaching party. With
respect to any breach which,is;reasonably capable of beingcured, the;breaching party shall
have thirty (30) days from'the :date of the notice to initiate stepsao cure: If the breaching
party diligently pursues cure, such party shall be allowed areasonable-time to cure, not to
exceed sixty (60) days$om the date of the initial notice, unless.a further extension is
granted by'the non=breaching party. On cancellation; the non-breaching party retains the
same rights as a party exercising its:right to terminate underthe provisions of paragraph
3(b), except_that_the canceling party also retains-any remedy_forbreach of the_whole.. ____ __ _,
contract orany unperformed balance.
b. By mutual consent of both parties, this Agreement may be terminated at any
time.
c This agreementmay be cancelled by either party'by no fault of either party if
Federal funding is not available in.accordance with the Project PIan.
4. Indemnity: Neither CITY nor any officer or employee thereof is responsible for
any injury, damage or liability occumng by reason of anything done:or omitted to be~dorie
by AUTHORTTY under or in.connection with any work, authority,.or jurisdiction
conferred upon AUTHORYTY'gr arising under this agreement.
Page,A of 11
23
Agreement Number BCTA 10008
It is understood and agreed,that AUTHORITY willfully defend, indemnify, andsave harmless
CITY and all of its officers and employee's from all claims, suits, or actions ofevery name, kind,
and description brought forth under, buf not limited'to, tortious, contractual; inverse
condemnation, or other theories or assertions of liability occurring by reason of anything done or
omitted lobe done~by AUTHORITY under this agreement.
Neither AUTHORITY nor any officer or employee thereof is responsible. for anyinjury,
damage, or liability occurringby reason of anything done or omittedto be done by CITY under
or in connection with any work, authority, or jurisdiction conferred upon CITY or arising%under
this agreement.
It is understood and agreed ttiaf:CITY willfully defend, indemnify, and •save harmless
AUTHORITY and all of its officers and. employees from all claims, suits; or actions of every
name, kind, and description brought forth under, but not limited~to, tortious,, contractual, inverse
condemnation, or otheraheories or assertions of liability occurring^byreason of anything done or
omitted to be done by CITY underthis agreement.
S. Notices. Anynotice which maybe required under this Agreement shall be in writing,
shall be effective when received, and, shall be given by personal service, or by 'certified or
registered mail, return receiptYequested, to the addresses set forth below; onto such addresses
which maybe specified in.writing to the parties hereto.
To CITY: Director of Public Works, City of Petaluma
11 English Street
Petaluma, CA 94952
vmarengo@ci.petaluma.ca.us
To AUTHORITY; Executive Director Sonoma County Transportation Authority
490 Mendocino Avenue, Suite 206
Santa Rosa, CA 95401
(707)565-5373
suzsrriith@sctainfo. org
6. Additional Acts and Documents. Each party agrees to do all such things and take all
such actions, and to make, execufe and deliver such other documents•and~instruments, as shall be
reasonably requested to catryout.'the provisions, intent and purpose of the Agreement.
7. Integration. This Agreement represents the entire agreemenYof the parties with respect
to the subject,matter hereof. No representations, warranties, inducements or. oral agreements
have been made by any of the parties except as expressly set forth herein, or in other
contemporaneous written agreements.
Page 5 of 1 I
24
Ageement Number SETA 10008
9. Independent Agencies. CITY renders its services underthis Agreement as an
independent agency: None of the. CITY's agents oremployees shall be agentsor
.employees of the AUTHORITY. AUTHORITY renders its services under this
Agreement as an independent agency. None of the AUTHORITY'S agents or employees
shall be agents or employees of the CITY. .
10. Assignment. The Agreement may not beassigned,;transfen-ed, hypothecated, or
.pledged by any partywithout the;;express written consent of the otherparty.
11. Successors: This Agreement. shall be binding upon the successor(s), assignee(s)
or transferee(s) of the AUTHORITY or CITY as the case may be. This provision shall
not be construed as an authorization to assign, transfer, hypothecate:or pledge this
Agreement other than as provided above.
12. Severability. Should any partof this Agreement be determined to be
unenforceable, invalid, or beyond the authority of either_party to enter into or carry out,
such determination shallnot affect the validity of the remainder of this Agreement which
shall continue`in;full force and effect; provided that, the remainder of this Agreement can,
absent the excised'portion, be reasonably interpreted to give-effect to the intentions of the
parties. ,
13. Limitation. All obligations of AUTHORITYunder the~terms of this
Agreement are expressly subject to AUTHORITY'S continued authorization to collect and
expend the salesaax proceeds. provided by Measure M. If for any reason AUTHORITY'S
right to collector expend such. sales•tax proceeds is terminated or suspended in whole Qr
part, AUTHORITY shall:promptly notify CITY, and the parties shall consult on a course
-of action: If -after twenty-five (25) working days; -a course ofaction-is nat agreed upon by
the parties, this. Agreement shall.be deemed terminated by mutual or joint. consent;
provided, that any-future obligation to fund from the date of the notice shall be expressly
limited by and subject to (i)'the lawful ability of AUTHORITY to expend sales tax
proceeds for'thepurposes of the Agreement; and (ii)'the availability, taking into
consideration all the obligations of AUTHQRTI'Y underall.outstanding coritracts,
agreements to other obligations of AUTHORITY, of funds -for such purposes.
Page 6 of 1 1
25
Agreement Number SCTA10008
IN WITNESS WHEREOF, the parties have executed this Agreement.-as of fhe
Effective Date.
CITY OF PETALUMA
~~//~~!'
CityManager
SONOMA COUNTY
TRANSPORT' TION AUTHORITY
BY
SCTA Chair
ATTEST: APPROVED AS TO SUBSTANCE;
By:. By: ~ ~ ~~!VLLtr-~
City Clerk ~ ~/ ~ Executive Director
APPROVE A O.LEGAL.FORIv1 '
FOR CI
By: ~ l`~ ~~ By:
City Attorney Legal Counsel
APPROVED
By: ~%~~
Department Director
Authority
By: Q; -~ ~ ~~~o coq
Risk anager
By: / t.~.+-/~.~.~:~-~.... ~..To.M.ar~ ~1.~..y is Jz.~ ~ o g
..Finance Director
Page 7 of 1 ]
26
0
Agreement Nurriber SCTA 10008
COOPERATIVE-FUNDING AGREEMENT
BETWEEN
THE SONOMA:GOUNTY TRANSPORTATION AUTHORITY
_. AND
CITY OF PETALUMA
E~~TT A
DESCRIPTION OF THE PROJECT
nfigiue southbound on-ramp°from.East Washington Street o Highway 101 with a
wo~lane on=ramp, with=ramp metering and an HbV bypass lane;
Gonstiuct^a:new northbound two-lane on-ramp from westbound East Washington
Street.to Highway 1'01 with lamp metering and an HbV bypass ane;
Widen the terininus'of the northbound off-ramp from Highway"i 01 to East
Washington Street from. two to four lanes.
Note: The Project does not include landscaping beyonderosion control. Landscaping
will be accomplished by separate landscaping specific contract.
Exhibit A
Page 8 of 1 l
27
Agreement Number SCTA] 0008
COOPERATIVE:FUNDING AGREEMENT
`BETWEEN
TIIE SUNOIVIA GOUIVTY`TRANSPORTATIONAUTHORITY
AND
CITY OF PETALUMA
EXHfBIT B
PROJECT FINANCIAL.PLAN
Fundin Pg Ian.by Fund Soiu~ce and Development Phase (Funds in Thousands)
FUNID PS&E ROW ROW CON CON TOTAL
SOURCE SLIP CAP SUP CAP
CITY $1,700 '$'1'50 $1,000 $ 0. $1,1-5.0 $4,000
(I0.0% .(100% 66.7% 0% 7.2%a'
Measure NI : $ 0 $ 0 $ 500 $ ;300 $. 2;050 $2,850
1'01 0% (0% 33.3% 15% 12.8%
Federal $ 0 $ 0 $ 0 ~$ 740 $ 12;800 $13;500
SAFETEA-LU (0% (0% (0%) (35%) 80:0%)
Federal $ 0 $ 0 $ 0 $.1,000 $ , 0 $ 1,000
a ro riation (0% " (0%) (0% (50% . {0%
TOTAL $1;700 X150 $1;500. ;$2,000 $16,000 $21,350
lOQ% 100% 100% '100% 100%
Nate: Measure M funding forROW CAP of $500;000 is for off-'site Environmental
Mitigation. SCTA is<implementing agency for off-site Enviroiirierital Mitigation.
Exhibit B
Page 9 of 11
28
Agreement:Number SCTA10008
COOPERATIVE`FUNDING,AGREEMENT NO.
,BETWEEN
THE SUNOMA COUNTY TRANSPORTATION AUTHORITY
AND
' CITY OF PETALUIVIA
ERIIIBIT'C
EROJECT SCHEDULE
Pro ect Develo ment'Phase Begin End
Envi~onmerital PAED Com lete Com' lete
Desi n P,S&E Feb 2009 A x2010
Ri fit of Wa Ac uisition ROW, A r 2009' Jun 2010
Advertise, Award, A rove AAA ~ Jul-2010 Se 2010
Construction CON Se 2010 Dec 2011
Exhibit G
Page ] 0 of'1 l
29
Agreement Number SCTA10008
COOPERATIVE FUNDING AGREEMENT
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
QIT.Y OF PETAI;UIVIA
E~>~TT D
RESPONSIBILITIES:OF.THE'PARTIES.
Table C-l: Additional Cooperative Agreements between Parties by Development Phase
t ~ .Coo erative A Bement
Project Activity .Caltrans Authori Ci
Environmental AED . X X .
Desi n (PS&E X X
Right of Wa En ineering and Su ort. X X
Right of Way Ca ifal X X
Advertise, Award, A rove (AAA X X
Construction Su ort X X
Construction'Capital ~f X
Table C-2: Responsible Implementing A ency by Development Phase
- ~_ _:._ . ... _.. _. . - --- - - lm lenientin -A enc -.. .
Project Activity Caltrans Authori Ci
Environmental {PAED ~ X
Desi PS&E X
Ri t of VJa En ineering and;Su ort X
Ri t of Wa `Ca ital tilities-and=Ac uisition) X
Right of Way Capital (Off Site Environmental
Mitigation
X
Advertise, Award; A rove (AAA X
Construction Support X
Construction Ca ital X
Exhibit D
Page 1 I of ] 1
30