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Agenda Bill 4.CPart2 11/15/2010
ATTACHMENT 2 Resolution No. 2009 -075 N.C.S. of the City of Petaluma, California AUTHORIZING THE CITY MANAGER TO EXECUTE A COOPERATIVE AGREEMENT BETWEEN THE CITY AND CAI_,TRANS IN AN AMOUNT NOT TO EXCEED S2.85M FOR DELIVERY OF PLANS, SPECIFICATIONS AND ESTIMATES (PS &E) AND RIGHT -OF -WAY ACQUISITIONS, AND TO EXECUTE A COOPERATIVE AGREEMENT BE'T'WEEN THE CITY AND SCTA TO PROVIDE CONSTRUCTION FUNDING IN AN AMOUNT NOT -TO- EXCEED S1.15M FOR THE EAST WASHINGTON INTERCHANGE PROJECT (PROJECT RTDA100280) COMPONENT OF THE MARIN SON,OMA'NARROWS SEGMENT C (MSN -C) PROJECT WHEREAS, the City of Petaluma wishes to proceed with the design (plans, specifications, and estimate, or PS &E), right -of -way acquisitions and contribute to the construction of the East Washington Interchange component of the Marin Sonoma Narrows (MSN) Segment C Project; and, 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 Wash ington.lnterchange component (Project RDA 100280) of the MSN -C Project for right -of -way acquisition and construction of the ramp improvements to the East Washington Interchange component of the MSN -C Project; and; WHEREAS, on January 26, 2009, the Petaluma Community Development Commission adopted the findings, made in accordance with California 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, a cooperative funding agreement for PS &E and right- of -way acquisitions must be executed between the City of Petaluma and the California Department of Transportation; and, 29 Resolution No. 2009 -075 N.C.S. Page 1 WHEREAS, in order to proceed, a cooperative funding agreement for contribution of construction funding musk be executed between the City of Petaluma and the Sonoma County Transportation Authority. NOW THEREFORE BE T'RES®LVED, that the Petaluma City Council authorizes the City Manager to execute the Cooperative Agreement between the City of Petaluma and the California Department of Transportation, attached to this resolution;as Exhibit A and incorporated herein by reference, and to execute the Cooperative Agreement between the City of Petaluma and Sonoma County Transportation Authority, attached to this resolution as Exhibit B and incorporated herein by reference, including any final changes to such agreements approved by the City Attorney. Under the power and authority conferred upon.this Council by the Charter of said City. REFERENCE AYES: NOES: ABSENT I hereby certify the foregoing Resolution was introduced'and adopted by the Council of the City of Petaluma at a Regular meeting on the I" d"ay of June, 2009, by the following vote: Vice Mayor Barrett,,Glass, Harris, Healy, Rabbitt, Renee, Mayor Torliatt None None ABSTAIN: None ATTEST: C�CJ City Clerk City M. ey Mayor Resolution No. 2009 -075 N.C.S., Page 2 SS ATTACHMENT 3 EAlbit A to Resolution 2009-075 COOPE)<2ATIVE AGREEMENT 04- SON -101 -4.05 - 520 EA: 26404 District Agreement 04 -2263 This agreement, effective on V_ U*t¢, �O / , is between the State of California, acting through its Department of Transportation, referred to as CALTRANS, and: City of Petaluma, a body politic and municipal corporation or chartered city of the State of California, referred to as CITY. RECITALS CALTRANS and CITY, collectively referred to as PARTNERS, are authorized to enter into a cooperative agreement for improvements within the SHS right of way per Streets and Highways Code sections 114 and/or 130. 2. WORK completed under this agreement contributes toward the East Washington Interchange improvements, which includ'el construction of a new northbound freeway on -ramp, widening of the existing southbound freeway on -ramp, required widening at the terminus of the northbound on -ramp and utility relocations, referred to as PROJECT. 3. PARTNERS will cooperate to complete the PS &E and R/W phases, of PROJECT. 4. There are no prior PROJECT - related cooperative agreements. 5. Prior to this agreement, CALTRANS developed the Project Initiation Document and CALTRANS developed the Project Report. 6. CALTRANS prepared the environmental documentation for PROJECT. 7. The estimated date for COMPLETION OF WORK is January 31, 2011. 8: PARTNERS now define in this agreement the terms and conditions under which they will accomplish WORK. DEFINITIONS CALTRANS STANDAR DS — CALTRANS policies and procedures, including, but not limited to, the guidance provided in the Guide to Capital Project Delivery Workplan Standards (previously known as WBS Guide) available at, :Hdot.ca.gov CEQA — The California, Environmental Quality Act (California Public Resources Code, sections 21000 et seq.) that requires State and local agencies to identify the significant environmental impacts of their actions and to avoid or mitigate those significant impacts, if feasible. PACT Version 9.1 3.31.08 1 of 18 31 District Agreement 04-2263 COMPLETION OF WORK — All PARTNERS have met all scope cost, and schedule commitments included in this agreement and have' signed a COOPERATIVE AGREEMENT CLOSURE STATEMENT. COOPERATIVE AGREEMENT CLOSURE S'T'ATEMENT — A document signed by PARTNERS that verif es the completion of all scope cost, and schedule commitments included.in this agreement. FHWA - Federal Highway Administration. FHWA STANDARDS — FHWA regulations, policies and procedures, including, but not limited to, the guidance provided at http:// www .f[lwa.dot.g_ov /programs.htm1 FUNDING PARTNER A partner who commits a defined dollar amount to WORK. FUNDING SUMMARY - The table in which PARTNERS designate funding sources, types of funds, and the project components in which the funds are to be spent. Funds listed on the FUNDING SUMMARY are "not -to- exceed" amounts for each FUNDING PARTNER. HM -1 — Hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law whether it is disturbed by - PROJECT or not. HM -2 — Hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law only if disturbed by PROJECT. HM MANAGEMENT ACTIVITIES — Management activities related to either HM -1 or 14M -2 including, without limitation, any necessary manifest requirements and disposal facility designations. IMPLEMENTING AGENCY — The partner responsible for managing the scope, cost, and schedule of a project component to ensure the completion of that component. IQA — Independent Quality Assurance — Ensuring that IMPLEMENTING AGENCY'S quality assurance activities result in WORK being developed in accordance with the applicable standards and within an established Quality Management Plan. IQA;does not include any work necessary to actually develop or deliver WORK or any validation by verifying or rechecking work performed by another partner. NEPA —'The National Environmental Policy Act of 1969 that establishes a national policy for the environment and a process to disclose the adv..erse.impacts of projects with a federal nexus. 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. PROJECT T MANAGEMENT PLAN'— A group of documents used to guide. a project's execution and control throughout the project's lifecycle. PACT Version 9.1 3.31.08 2of18 District Agreement 04 -2263 PS &E (Plans,:Specifica'tions, and Estimates) = The pro'ect.component that includes the activities required to deliver the plans, specifications, and estimates for PROJECT. 1E21W (Right of Way) — The project component that includes the activities required to deliver the right of way for PROJECT. SAFETEA -L,U — The Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users, signed into federal law on August 10, 2005. SCOPE SUMMARY — The table in. which PARTNERS designate their commitment to specific scope activities within each project component as outlined by the Guide to Capital Project Delivery Workplan Standards (previously known as WBS Guide) available at http: / /dot.ca.gov SHS — State Highway System. SPONSOR(S) — The partner that accepts the obligation to secure financial resources to fully fund WORK. This includes any additional funds beyoind•those committed in this agreement necessary to complete the full scope of WORK defined in this agreement or settle claims. WORK — All scope and cost commitments included in this agreement. RESPONSIBILITIES. 9. CITY is CO- SPONSOR for all WORK. 10. CALTRANS is CO- SPONSOR for all WORK. 11. CITY is the only FUNDING PARTNER for this agreement. CITY's funding commitment is defined in the FUNDING SUMMARY. 12. CALTRANS is the CEQA lead agency for PROJECT. 13. CALTRANS is the NEPA lead agency for PROJECT. 14. CITY is IMPLEMENTING AGENCY for PS &E and R/W. SCOPE Scope: General 15. All WORK will be performed in accordance with federal and California laws, regulations, and standards. All WORK will be performed in accordance with F14WA STANDARDS and CALTRANS STANDARDS. PACT Version 9.1 3.31.08 3 of 18 District Agreement 04 72263 16. IMPLEMENTING AGENCY for a project component will provide a Quality Management Plan for that component ias part of the PROJECT MANAGEMENT PLAN. . 17. CALTRANS will. provide .IQA for the portions of WORK within. existing and proposed SHS right of way. CALTRANS retains the ri ght to reject noncompliant WORK, protect public safety, preserve property rights, and ensure that all WORK is in the best interest of the SHS_ 18. CITY may provide IQA for the portions of WORK outside existing and proposed SHS right of way. 19. PARTNERS may,.at.their own expense, have a. representative observe any scope, cost, or schedule commitments performed by another partner. Observation does not constitute authority over those commitments. 20. Each partner will ensure that:all.oftheir personnel_. participating in WORK are appropriately qualified to perform the tasks assigned to them. 21. PARTNERS will invite each other to participate in the selection and retention of any consultants who participate in WORK. 22. PARTNERS will conform. to sections 1720 — 1815 of the California Labor Code and all applicable regulations and coverage detenntnati-ons issued by the Director of Industrial Relations.if PROJECT work is done under contract (not completed by a partner's own employees) and is governed by the Labor Code's definition of a "public work" (section 1720(a)(1)). PARTNERS will include wage, requirements in all contracts for "public work" and will require their contractors and consultants to include prevailing wage requirements in all agreement- funded subcontracts for "public work ". 23. EPLEMENTING AGENCY for each project component included in this agreement will be available to help resolve WORK - related problems generated by that component for the entire duration of PROJECT. 24. CALTRANS will. issue, upon proper application, and at no cost to CITY, an encroachment permit required for WORK within. SHS right of way. Ariy - third pariyagenv(including, but not limited to, contractors, consultants, and utility owners) must (obtain AD encroachment permit issued in their name prior to performing any WORK within the SHS R/W. All third, agei-it&will be assessed an encroachment permit fee. 25. If unanticipated cultural,, archaeological, paleontological, or other protected resources are discovered during. WORK, all work in that area will stop until a qual professional can evaluate the nature and significance of the discovery and a plan is approved for its removal or protection. 26. All administrative - draft ;and administrative final reports, studies, materials, and documentation relied upon, produced created, or utilized for PROJECT will be held' in confidence pursuant to Government Code section 6254.5(e). PACT Version 9.1 3.31 08 4 of 18 :34 District Agreement 04 -2263 PARTNERS Will not distribute, release, or share said documents With anyone otherahan employees, agents, and consultants who require access to complete. WORK without. the written consent of the partner authorized to release unless required or authorized to do so by law. 27. If any partner receives a public records request, pertaining to WORK under this agreement, that partner will notify PARTNERS within five (5) working days of receipt, and make PARTNERS aware of any transferred public documents. 28. If 11M -1 or HM -2 is found during WORK, IMPLEMENTING AGENCY for the project component during which it is found will immediately notify PARTNERS. 29. CALTRANS, independent of PROJECT, is responsible for any HM -1 found within existing SHS right of way. CALTRANS will undertake.HM -1 MANAGEMENT ACTIVITIES with minimum impact to PROJECT schedule. 30. If HM -I is found outside existing SHS right of way, responsibility for such HM -1 rests with the owner(s) of the parcel(s) on which .the.HM -1 is found. CITY, in concert with the local agency having land use jurisdiction over the parcel(s), will ensure that HM -1 MANAGEMENT ACTIVITIES are undertaken with minimum impact to PROJECT schedule. 31. If HM -2 is found within PROJECT limits, the public:agency responsible for the advertisement, award, and. administration (AAA) of the PROJECT construction contract will be responsible for HM -2 MANAGEMENT ACTIVITIES. 32. CALTRANS' acquisition or acceptance of title to any property on which any HM -1 or HM -2 is found will proceed in accordance with CALTRANS' policy on such acquisition. 33. PARTNERS will comply with all of the commitments and conditions set forth in the environmental documentation, environmental permits, approvals, and applicable agreements as those commitments and conditions apply to each partner's responsibilities in this agreement. 34. IMPLEMENTING AGENCY for each project component will furnish PARTNERS with written monthly progress reports during the implementation of WORK- in that component. 35. Upon COIVIPLETION.OF WORK, ownership and title to all materials and equipment constructed or installed as part of WORK within SUS right of way become the property of CALTRANS. 36. IMPLEMENTING AGENCY for a project component may accept,_reject, compromise, settle, or litigate claims of any non - agreement parties hired to do WORK in that component. 37. PARTNERS will. confer on any claim that may affect WORK or PARTNERS' liability or responsibility under this agreement:iii :order to retain resolution possibilities for potential future claims. No partner shall prejudice the rights of another partner until after PARTNERS confer on claim. 38. PARTNERS will maintain and make available to each other all WORK - related documents, including financial data, during the term of this agreement and retain those records for four (4) years from the date PACT Version 9.1 3.31.08 5 of 18 �� District Agreement 04 -2263 of termination or COMPLETION OF WORK, or three (3) years:6-om. the date of final federal voucher, whichever is later. 39. PARTNERS have the right to audit each other in accordance with -generally accepted governmental audit standards. CALTRANS, the State auditor, FHWA, and CITY will have access to all WORK- related records of each partner for audit, examination, excerpt, or transaction. The examination of any records Will take place in the offices and locations where said.records are generated and/or stored and will be accomplished during reasonable hours of operation. The audited partner will review the preliminary audit, findings, and recommendations, and provide written comments within 60 calendar days of receipt. Any.audit dispute not resolved by PARTNERS is subject to dispute resolution. Any costs arising out of the dispute resolution process will be paid within 30 calendar days of the final audit or dispute resolution findings. 40. PARTNERS consent to service as permitted by law. 41.' PARTNERS will not incur costs .beyond the funding commitments_ in this agreement. If IMPLEMENTING AGENCY anticipates'that funding for WORK will be insufficient to complete WORK, SPONSOR(S) will seek out additional funds and PARTNERS will amend this agreement. 42. If WORK stops for any reason., IMPLEMENTING AGENCY will place all facilities impacted by WORK in a safe and operable condition acceptable to CALTRANS. 43. If WORK stops for any reason, PARTNERS are still obligated to implement all applicable commitments and conditions included in the 'PROJECT environmental documentation, permits, agreements, or approvals that are in effect the time that WORK stops, as they apply to each partner's responsibilities in this agreement, .in order to keep.PROJECT in environmental compliance until WORK resumes. 44. As the NEPA lead agency, CALTRANS, will coordinate and obtain the following.federal resource agencypermits; agreements, and/or U.S. Army Corps of Engineers Permit (404). 45. CALTRANS will coordinate and obtain the following non - federal: resource; agency permits, agreements, and /or approvals:,. Department of Fish and Game 1600 Agreement(s), Waste Discharge:.(NPDES) Permit,.Regional Water Quality Control Board 401 Permit, and any other non-federal resource agency permits, agreements. and/or approval which are required for PROJECT. 46. CITY will, prepare an,y:required federal resource agency permits, agreements and /or approvals for PROJECT. CITY will submit all said applications to CALTRANS for review, comment and approval. CALTRANS will submit the`final lapplications to the appropriate federal. resource agencies. PACT Version', 9.1 131.08 6 Of 18 v t District Agreement 04 -2263 47. CITY will ,prepare any required non - federal. resource agency permits, agreements and/or approvals for PROJECT. CITY will submit all said, applications to. CALTRANS for review; comment and approval. CALTRANTS will submit 'the applications to the appropriate non- federal resource agencies. 48. Each partner accepts; responsibility to complete the activities that they selected on the SCOPE SUMMARY. Activities marked with "N /A" on the SCOPE SUMMARY are not included in the scope of this agreement. Scope: Mans, Specifications and Estimates (PS &E) 49. CITY will .ensure that the engineering-firm preparing the plans specifications, and' estimates will not be employed by or under contract to the PROJECT construction contractor. CITY will not employ tlie,eigineerin firm preparing the plans, specifications, and estimates for construction m.anagementof- PROJECT. However, CITY may retain the engineering firm during CONSTRUCTION to check shop drawings, do soil foundation tests, test - construction materials, and perform construction surveys. 50. CITY will identify and locate all - utility facilities within PROJECT area as part of PS &E responsibilities. All utility facilities not relocated or removed in advance of construction will be identified on the plans, specifications, and estimate for PROJECT. 51. CITY will make all necessary arrangements with utility owners for the timely accommodation, protection, relocation, or removal of any existing utility facilities that conflict with construction of PROJECT or that violate CALTRANS' encroachment policy. 52. The responsibility to advertise open-bids, award, and approve the construction contract (AAA) will be handled outside the commitments of this agreement. However, CITY and CALTRANS acknowledge, and have agreed, that when AAA is necessary, CALTRANS will perform those duties which include activity 3.265. 53. CITY - acknowledges that.- activity will b.e performed by CALTRANS. In order for CALTRANS:to perform AAA in the _future; the PS' &E package must be reviewed and approved by CALTRANS District and HQ Office Engineers,priorto advertisement, which includes all the duties listed in the SCOPE SUMMARY `under activity 31.260. 54. CITY will ensure that the consultant who prepared the PS &E package will remain available to address all comments generated during the performance of activity 3:260. Scope: Right of Way (R/W) 55. CITY will provide, a land' licensed in the State of California to be responsible for surveying and right of way engineering. All survey and right of way engineering documents shall bear the professional PACT Version '9 -1 3.31.08 7 of 18 3,-7 District Agreement 04 -2263 seal,_ certificate.number, registration classification, expiration date of certificate, and signature of the responsible surveyor. 56. CITY will provide CALTRANS- approved verification of its arrangements for the protection, relocation, . or removal of all conflicting facilities and that such.w.ork will be completed prior to construction contract award or as otherwise stated in the.P.ROJECT plans, specifications, and estimates. This verification must include references to all required SHS encroachment permits. 57. CITY will utilize a qualified.. CALTRANS- approved public agency or consultant in all right of way activities. Right of way consultant contracts will be administered by a qualified right of way person. 58. CITY will provide a Right of Way Certification to CALTRANS prior to PROJECT advertisement. 59. All right of way conveyances must be completed prior to COMPLETION OF WORK. CALTRANS' acceptance of right of way title is subject to review of an Updated. Preliminary Title Report provided by CITY verifying that the title is free of all encumbrances and liens. Upon acceptance, CITY will provide CALTRANS with a Policy of Title Insurance in CALTRANTS'' name. 60. The California Transportation ,Commission (CTC) will heavall. Resolutions of Necessity (RONs), if property condemnation is necessary. COST Cost: General 61. SPONSOR(S) will secure funds for all WORK including any additional funds beyond the FUNDING PARTNERS' existing commitments in this agreement: Any change to the funding commitments outlined in this agreement requires an amendment to this agreement. 62. The cost of any awards, judgments, or settlements generated by WORK is a WORK cost. 61 CALTRANS independent of PROJECT will pay all costs for HM MANAGEMENT ACTIVITIES related to HM -'1 found within existing SHS right of way. 64., Independent ofPROJECT costs for HM MANAGEMENT ACTIVITIES related to HM -1 found outside. the exi "sting SHS, right of way will be the responsibility of the owners) of the parsel(s) where the HM -1 is located. 65. HM MANAGEMENT ACTIVITIES costs related to HM -2 are a PROJECT CONSTRUCTION cost. 66. The cost of'coordinafing complying with, implementing; and if necessary renewing and amerding:resource agency permits, agreements, and /or approvals is a WORK cost. 67. The cost to comply with and the commitments set forth in.the environmental documentation, is .a WORK cost. PACT Version 9.1 3:31.08 8 of 18 3 19 District Agreement 04 -2263 68. The : cost to ensure that PROJECT remains in environmental compliance is a WORK cost. 69. The cost of any legal challenges to the CEQA or NEPA environmental process or documentation is .a PROJECT cost. 70. Independent of WORK costs, CALTRANS will fund the cost of its own IQA for WORK, done within existing or proposed future SHS,right of way. 71. Independent of WORK costs, CITY will fund the cost of its own IQA for WORK done outside existing or proposed future SHS right of way. 72. Fines, interest, or penalties .levied against any partner will be paid, independent of WORK costs, by the partner whose actions or lack of action caused the levy. That partner will indemnify and defend all other partners. 73. The cost to place PROJECT right of way in a safe and operable condition and meet all environmental commitments is a WORK cost. 74. Because IMPLEMENTING AGENCY is. responsible for managing'the scope, cost, and schedule of a project component, if there are insufficient funds availablem this agreement to place the right of way in a safe and operable condition, the appropriate IMPLEMENTING AGENCY accepts responsibility to fund these activities until such tine as PARTNERS amend thi - s agreement. That IMPLEMENTING ..AGENCY may request reimbursement for these costs during the amendment process. 75. If there are insufficient fun& m agreement to implement applicable commitments and-conditions included in the PROJECT environmental documentation, permits, agreements, and/or approvals'that are in effect at a time that WORK. stops, . the implementing the commitments or conditions accepts responsibility to fund these activities until such time are PARTNERS amend this agreement. That partner may request reimbursement for these costs during the amendment process. 76. PARTNERS will p:ay invoices "within 30 calendar days of receipt of invoice. 77. FUND_ING:PARTNERS accept responsibility to provide the funds identified on the.FUNDING SUMMARY. 78. SPONSOR(S) accepts responsibility to ensure full funding,for the identified scope of work. Cost: Plams,.Specifcaiions; and Estimates (PS &E) 79. The cost to positively identify and locate, protect, relocate, or remove-any utility-facilities whether inside or outside SHS right of way will be determined in accordance with federal and California laws and PACT Version 9.1 3.31.08 9 Of 18 District Agreement 04 -2263 regulations, and CALTRANS' policies, procedures standards,, practices, and applicable agreements including, but not limited to, Freeway Master 'Contracts. 80. The following partners will submit invoices for PS &E: ® CALTRANS will .invoice CITY 81. PARTNERS will exchange funds for actual costs. CALTRANS will invoice CITY for an initial deposit of $50,000 upon execution of this agreement. This deposit represents two (2) months' estimated support costs. Thereafter CALTRANS will submit to CITY monthly invoices for costs based on the prior month's actual expenditures. After PARTNERS agree.that all Scope activities are complete, CALTRANS will submit a final accounting for all WORK costs. Based on the final accounting, PARTNERS will refund or invoice as necessary in order to satisfy the obligation of this agreement. SCHEDULE 82. PARTNERS will manage the schedule for WORK through the work plan included in the PROJECT MANAGEMENT PLAN. GENERAL CONDITIONS 83. This agreement will be understood in accordance -with and goverried by the Constitution and laws of the State of California. This agreement will be enforceable in the:State of California. Any legal action arising from this agreement 'will be filed and maintained in the Superior Court of the county in which the CALTRANS district office signatory to this agreement resides. 84. All obligations of CALTRANS under .the terms of this agreement are subject to the appropriation of resources by'the'Legi slat ure, the.State Budget Act authority, and the allocation of fundsby the California Transportation Commission. 85. Any PARTNERwho performs IQA does so for its own benefit, further,. that PARTNER cannot be assigned habil'ityadue toits IQA activities. 86. Neither CITY nonanyofficer 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 under "this agreement. It is understood.and agreed that CALTRANS will fully defend, indemnify, and save harmless C>;TY 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 other theories or PACT Version 9.1 3.31.08 10 of 18 (� District Agreement 04 -2263 assertions of :liability occurring by reason of anything done or omitted to be done by CALTRANS under this agreement. 87. Neither CALTRANS 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 CITY under or in connection with any work, authority, orjurisdiction conferred upon CITY under this agreement. It is understood and d agreed that CITY will fully defend, indemnify, and save harmless CALTRANS 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 other theories or assertions of liability occurring_ by reason of anything done or omitted to be done by CITY under this agreement. 88. This agreement is not intended to create a third party beneficiary or define •duties, obligations, or rights in parties not signatory ao this agreement. This agreement is not intended to affect the legal liability of PARTNERS by imposing any standard of care for completing WORK different from the standards imposed by law. 89. PARTNERS will not assign or attempt to assign agreement obligations to parties not signatory to this agreement. 90. Any ambiguity contained in his agreement will not be interpreted. against PARTNERS. , PARTNERS waive the provisions of California Civil Code section 1654: 91. A waiver of a partner's performance under this agreement.will not constitute a continuous waiver of any other provision. An amendment made to any article or section of this agreement does not constitute an amendment to or negate all other articles or sections ofthis agreement. 92. A delay or omission to exercise a right or power due to a default does not negate the use of that right or power in the future when deemed necessary. 93. If any partner defaults in their agreement obligations, the non - defaulting partner(s) will request in writing that the default be remedied&within 30 calendar days. If the defaulting partner fails to do so, the non- defaulting.partner( : may initiate dispute resolution. 94. PARTNERS'wll,.f ` sf;attempf to resolve agreement disputes at the PROJECT team level. If they cannot resolve the - dispute themselves, the CALTRANS district director and the executive officer of CITY will attempt to negotiate - a:resolution. If no resolution is reached, PARTNERS' legal counsel.will initiate mediation. PARTNERS .agree to participate in mediation in good faith and will share equally in its costs. Neither, the dispute nor the mediation process relieves PARTNERS from full and timely performance of WORK in accordance with the terms of this agreement. However, if any partner.stops WORK, the other partner(s) may "seek equitable relief to ensure that WORK continues. PACT Version 9.1 3.31.08 11 of 18 District-Agreement ,04-2 -263 Except for equitable relief, no partner may file a civil complaint until affter'-mediation, or 45 calendar days after filing,the written.mediatiori request, whichever occurs first. Any civil complaints will be.filed in the Superior Court of the countyin which the CALTRANS district office signatory to this agreement resides. The`prevailing partner will be entitled to an award of all costs, fees, and expenses, including reasonable attorney fees -as a result of,litigating a dispute under this agreement or to enforce the provisions of this article including equitable relief. 95. PARTNERS maintain, the ability-to pursue alternative or additional dispute remedies if a previously selected remedy does not. achieve'resolution. 96. If anyprovsions.in this agreement are deemed to be, or are in fact, illegal, inoperative, or unenforceable, those-provisions do not render any or all other agreement provisions invalid inoperative, or unenforceable, and those provisions will be automatically severed from this agreement: 97. This agreement is intended to be PARTNERS' final expression and supersedes all prior oral understanding or writings pertaining to WORK. 98. If during performance of WORK. activities or environmental documentation is necessary to keep.PROJECT in environmental compliance, PARTNERS will :amend this agreement to include completion of those additional tasks. - 99. PARTNERS will execute a formal written amendment if there are any changes to the commitments made in this agreement. 100. This agreement will terminate upon COMPLETION OF WORK or'upon'30 calendar days' written notification to terminate and acceptance between PARTNERS', whichever occurs first.. However, all indemnification, docuinent.retention, audit, claims, environmental commitment, legal challenge, and ownership articles will, remain in effect until terminated or modified in writing by muival agreement. " 101 The following documents are attached to, and made an express part of this agreement: SCOPE SUMMARYJUNDING SUMMARY. 102. Sig-natofies .may execute this agreement through individual signature pages provided that each signature is an original. Thisagreernent is 'not fully executed until all ori g' al signatures are attached. PACT Version 9.1 3.31.08 12 of 18 H ---2-- District Agreement 04 -2263 CON`T'ACT INFORMATION The information provided below indicates thepririmary contact.data.for *each.partiner to this agreement. PARTNERS will notify each other:in'writing of-any personnel or location changes., These changes do not require an amendment to this agreement. The primary agreement contact person for CALTRANS is: Jit Pandher, Regional Project Manager ll 11 Grand. Avenue Oakland, California 94,623 Office Phone: (5 109 286 -6425 Email: jit_s _pandher @dot.ca.gov The primary agreement contact ;person for CITY Is: Vincent: Marengo, Director of Public Works 11 English Street Petaluma, California 94952. Office Phone: (707.) 778 -446.7 Fax Number: (707) 776-3602 Email: vmarengo @ci.petaluma.ca.us The billing contact person for CITY is: Vincent Marengo, Director- of Public Works Petaluma, California 94953 Office Phone: (70.7) 778 -4467 Fax Number: (707) 776 -3602 Email: vmarengo @c1.petaluma.ca.us PACT Version 9.13.31.08 13 of 18 `� 3 District Agreement 04-2263' 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 &so ori. behalf of their public agencies. STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION By: ) da - Helena (Lenka). Culik -Caro Deputy District Director CERTIFIED AS TO FUNDS: By: 4 - C Cynthia Stratton District Budget Manager PACT Version 9 -1 3.31.08 CITY OF PETALUMA John C. Brown City Manager Attest: Claire Cooper City Clerk APPROVED AS TO FORM AND PROCEDURE By: Eric Darkly City Attorney APPROVED By: 2 G� Department Director APPROVED RKk Manager l� APPROVED Finance Director Sf 14 of 18 �� 04- SON- 101 -4.05 - 5.20 EA: 26404 District Agreement 04 -2263 SCOPE SUMMARY 1 * u7 W t*- co c o H m � rn Z F J 4 U U Z 3 Plans, Specifications,and Estimates (PS &E) = 185, 1, 2.10,. . 236,:240,:250,255,260,-265 X X 185 Prepare Base Maps and Plan Sheets for PS &E Development. X 230 Prepare, Draft CPlans, Specifications -.and;Estinnates X 235 Mitigate Environmental Impacts and Clean Up Hazardous Waste X X X 05 Environmental-Mitigation X X 05 Historical Structures Mitigation. X 10 Archaeological and Cultural Mitigation X 15 Biological Ntitigation X 20 EnvirorimentaCMitigation Right of:Way Work X 25 Paleontology Mitigation X 99 Other.Environmental Mitigation_ Products X 10 - Detailed Sife Investigation for Hazardous Waste X 15 Hazardous Waste Management Plan X 20 Hazardous Waste Plans, Specifications „and Estimates X 25 Hazardous Waste Clean -Up X 30 Certificate of Sufficiency X 35 Long Term Mitigation Monitoring X 40 Updated •Environmental Commitments Record X 45 JyEPA Delegation X 240 Draft - Structures Plans Specifications, and_*Estimates X 250 Final: Structures Plans, Specifications, and 'Estimates Package X 255 Girciilate Review, and Prepare Final District ,Plans, =S ecificaUons and Estimates Package X X 05 Circulated and Reviewed Draft;District Plans; specifications., and Estimates.'Package X 10, Updated Plans, Specifications, and Estlmates- Package X 15 Environmental Re- Evaluation X 20 Final District; Plans, Specifications, and Estimates Package X 25 +Geotechnical Information Handout X 30 `Materials Information Handout X 35 Construction Staking Package and Control X 40 Resident Engineer's Pending File X 45 NEPA Delegation X 50 Secured Lease for Resident Engineer Office-Space or Trailer X 260 Contra&Bid Documents Ready to List X 265 Awarded and Approved Construction Contract X PACT Version 9.1 3.31.08 15 of 18 �' District Agreement 04 72263 4 M'9*4f of .Way (R/W) -195, 200;, 220, 225, 245;300 X. 195 Right of Way PropertyManagemerit and`Ezcess Land X 200' Utility Relocation X 15 Approved .Utility Relocation Plan X 20 Utility Relocation Package X 25 Utility Relocation Management X 30 Utility Close Out X 99 Other Utility Relocation Products X 220 Right of Way Engineering X 225 Obtain Right of Way Interests for Project Right of Way Certification X 245 ' Post Right.of Way Certification Work X 300 Final Right of Way Engineering X PACT Version 9.1 3.31.08 16 of 18 � �D O �t Cl) N O CD V' CV CO N N 4 O Q C? ct w C O E N 0 (A U Q U N Q i� t/] z z co 0 ti r 0 0 J CJ Q a O O O O O O O O. 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CL U to qojjdb:is6 m ca 0 0 2 P co 0 co co C6 0) C 0 0- Llg ATTACHMENT 4 Agreement Number SCTA 10008 Exhibit B to Resolution. 2009 -075 COOPERATIVE FUNDING AGREEMENT BETWEEN THE SONOMA COUN'T'Y TRANSPORTATI AUTHORITY A:ND CITY OF PETALUMA This Agreement is made and entered into as of 0C10 bgl 2-'(0 , 2009 ( "Effective Date ") by and between the City of Petaluma hereinafter referred to as "CITY" and the SONOIVIA COUNTY TRANSPORTATI AUTHORITY hereinafter 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 particularly described in Exhibit A to this agreement (hereinafter referred to as "Project "). 2. Caltrans has completed Environmental (PAED) - phase of the Project with State TCRP funding_ 3. Caltrans completed 65 % design plans, specif cations .and estimate (PS &E) for the Project with State TCRP:funding. 4. Caltrans stopped work on the Project when'TCRP funding was exhausted. 5. AUTH an CI d a financial plan, a s and roles and _ responsibilities for completion of the Project which is attached hereto as Exhibit B', Exhibit C, and Exhibit D (hereinafter referred to as the "Project P]an. "). 6. Pursuant to the Measure M Strategic Plan, AUTHORITY is committed to make available up to $2;850,000in Highway 101 Program funding to assist with the Project. 7. C- M, is committed to make available up to $4;000,000 in funding to assist with 'the Project. S. AttT -HOWTY'is committed to request pro.grammirig and obligation of $14,500,000 in Federal funding to assist with. the Project. NOW, THEREFORE, in consideration of the foregoing, AUTHORITY and C>ITY� 'do hereby agree as follows: Page lofll ,I� Agreement Number SC 1.0008 SECTION I CITY AGREJES': 1. Total CITY Contribution To provide up to $4,000,000 in local funds for other CITY contribution] towards the Project, in accordance with the Project Plan. The cost of CITY'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. 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) phases of 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 (ROW) phases of the Project in accordance with the deadlines set forth in the Project Plan. 4. .Construction Funding To provide up ao $1,1.50,000: in local funds [or other City contribution] to the AUTHORJTl'.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 Payments To promptly stake payments on all construction progress invoices, within 10- calenday days of receipt of each invoice for construction progress payments. 7. Compliance with Laws With regard to administering and completing CITY's responsibilities for the Project, CITY shall at all times comply with all applicable laws of the United States, the State of Cafiforma, the County, and withal] 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 dbring the term of this Agreement. 8. Records TO.allow, AUTHORITY to audit all expenditures relating to the Project.funded throughiithis Agreement. For the duration of the Project, and for five (5) years following cornpietion of the Project, or earlier discharge of the Agreement, CITY shall make .available to AUTHORITY all records relating to expenses incurred in performance of this Agreement. 9_ Notice of Audit To provide timely notice to AlYTHOPJTI' if an audit is to be conducted. Page 2 of t 1 Agreement Number SCTA '0008 SECTION II AIt1THORITY AGREES: 1. Total AiT'IHORITY Contribution To provide up to $2,850,000 in Measure M Highway 10.1 program funds towards the Project, in accordance with the Project Plan. The cost of AUTHOR ITY'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 $14,500,0.00 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 (CON) 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. Initial. Deposit 'To invoice CITY for a $1.50,000 initial deposit 60 working days . prior to advertisement of the construction contract. 6. Progress Payments To promptly invoice CITY for'CI`I'Y'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 AUTHOMTY's responstbi.liiies 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 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 (5y 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. Page 3 of -11 t 1 Agreement Number SCTA10008 10. Noiice. of Audit To provide timely notice to CITY if an audit of CITY records is to be conducted. SECTION III IT IS MUTUALLY AGREED: I _ Funding Needs If additional funds beyond those identified in the Project Plan are necessary to complete the Project or if Federal funds are not available in accordance with the Project Plan,- AUTHOMTY 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 Il.l. 3. Discharue 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 io 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 .d"ate.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 breaching party. On cancellation, the non - breaching party retains the same rights as a party exercising its .right to terminate under the provisions of paragraph 3(b), except that the canceli 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 in accordance with the Project Plan. 4.: Indernnity . 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 AUTHORITY HOI ITY under or in connection with any work, authority, or jurisdiction conferred upon AUTHORITY or arising under this agreement. Page 4 of 1 1 Agreement Number SCTA.I 0008 It is understood and agreed that AUTHORITY 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, 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 AUTHORITY nor any officer or employee thereof is responsible for any injury, damage, or liability occurring,by reason of anything done or omitted tQ be done by CITY under or in connection with any work, authority, or jurisdiction conferred upon CI'T'Y or arising under this agreement. It is understood and agreed that CITY will fully 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 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, to 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 I I 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 suzsmith @sctainfo.org 6. Additional Acts and Documents Each party agrees to do all such things and take all such: actions, and to make, execute and deliver such other documents and instruinen. ts, as shall be reasonably requested to carry out the provisions, intent and purpose of the Agreement. 7. Integration This Agreement represents the entire agreement of 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 Agreement Number SCTA10008 9. Independent Agencies 'CI'I Y renders its servicesunder.. this Agreement as an independent-agency. None of the C1ITY',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 AUTHOIdITY's agents or employees shall be agents or employees of the CITY. 10. Asst griment 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 shall 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 give effect 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 AUTHORITY's right to collector expend such;sales tax proceeds is terminated.or suspended in whole or part, AUTHORITY shall proiriptlynotify CITY, and tlfe parties shall consult on a course - of action. If, after`twenty- five. working days, a course of -act 1 on-is not 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 ( —4he lawful ability of.AUTI ORITY`to expend sales tax proceeds for the purposes of the Agreement; and (ii) the. availability, taking into consideration all the obligations of AUTHORITY under all outstanding contracts, agreements to other obligations of AUTHORITY, of funds for such purposes.. Page 6 of 1 1 Agreement Number SCTA 10008 IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. CITY OF PETALUMA SONOMA. COUNTY TRANSPORT T]ON AUTHORITY y. By. City Manager SCTA Chair ATTEST: B City Clerk APPROVE A O.LEGAL,FORM FOR CIT B i10 04 0 City Attorney APPROVED By: Department Director APPROVED AS TO SUBSTANCE: By: &wwtsw, Executive Director By: Legal Counsel Authority My NUE farm 1 .M $ /— -.:/ ... .rTwa�r��rl �o�z,�ag finance Director Page 7 of 11 Agreement Number SCTA10008 COOPERATIVE FUNDING AGREENIENT BETWEEN THE SONOMA COUNTY'TRANSPORTATION AUTHORITY AND CITY OF PETALUMA EXHIBIT A DESCRIPTION OF THE PROJECT ® Reconfigure southbound on -ramp from East Wash ington Street to Highway 101 with a , new two lane on =ramp with ramp metering and an HOV bypass lane; © Construct a new northbound .two -lane on -ramp from westbound East Washington Street to Highway I'M with ramp metering and an HOV bypass lane; O Widen the. terminus ofthe off -.ramp froin.Hi�ghway 101 to East Washington Street from two to four lanes. Note: The Project does not include landscaping beyond- erosion control. Landscaping will be accomplished by separate landscaping specific contract. Exhibit A Page 8 of 11 �� Ageement Number SCTA 10008 COOPERATIVE FUNDING AGREEMENT BETWEEN THE SONOMA COUNTY TRANSPORTATION AUTHORITY . AND CITY OFPETALUMA 15:4181111.7 W PROJECT FINANCIAL PLAN Funding Plan by Fund Source and.Development Phase (Funds in Thousands) FUND PS&E ROW ROW � CON CON TOTAL SOURCE Ste' CAP SUP CAP CITY $.1,700 $ 1.50 $1,000 $ 0 $1,150 $4,000 (100 % (100%). (66.7%) (0%) - (72%) Measure M. $ 0 0 $ 500 $ 300 $ 2,050 $2,850 (101) (0%) (0%) (33.3/.) (1 %) (12.8%) Federal $, 0 $ 0 $ 0 $ :700 $ 12, 8GO $13,500 SAFETEA-LU (0 %0) (0%) (0%) (3 Federal 's 0 0 $ 0 S tpoo $ . , 0 $ 1,000 appropriation (0, p /0 (0%) (5, D (0 TOTAL $1,7* MSO.- $1,500 52.,0.00 : $16,000 $21,350 ( (100%) (100%) (100%). (.100 Note: Measure easure M funding ROW CAP of $500,000 is for off-site Environmental Mitigation. SCTA is implernenting agency for off -site Erivif6hibmtal Mitigation. Exhibit B Page 9 of 1 1 Agreement Number SCTA 10008 COOPERATIVE FUNDING AGREEMENT NO. BETWEEN THE SONOMA COUNTY TRANSPORTATION AUTHORITY AND CITY OF'PETAILUMA EXHIBIT C PROJECT SCHEDULE Prplect Develop M - ent Phase POOP End Environmental (PAED) Complete Complete Design (PS&E) Feb 2009 1 Apr 2010 Right of WaY AcqO!sitipq (RQVV) Apr?009. Jun 2010 Advertise, Award, Approve, (AAA) Jul 2010 Sep 2010 Constructio - (CON) Sep 2010 Dec 2011 Exhibit C Page 10 of 11 Agreement Number SCTA 10008 COOPERATIVE, FINDING AGREEMENT BETWEEN THE SONOIVIA COUNTY TRANSPORTATION AUTHORITY AND CITY OF PETAI.UMA RESPONSIBILITIES OF THE PARTIES Table C -1: Additional Cooperative Agreements between Parties by Development Phase Project Activity Coo erative A reement Caltrans Authority Ci 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 X Construction .Support X X Construction Capital X X Table C -2: Responsible Implementing Agency by Development Phase Project Activity - - -- - - - --Ind 1pmentin A . enc - Caltrans Authority Ci Environmental (PAED) X Design {PS&E) X Right of Way Engineering and Support X Right of Way Capital (Utilities and Acquisition) X Right of Way Capital (Off Site Environmental Mifigation) X Advertise, Award, Approve (AAA) X Construction Support X Co nstructi on Capital X Exhibit D Page 1 1 of 1 1 _,/ )