HomeMy WebLinkAboutStaff Report 5.A 03/21/2016Agenda Item #5.A
DATE: March 21, 2016
TO: Honorable Mayor and Members of the City Council through City Manager
FROM: Dan St. John, F.ASCE — Director, Public Works and Utilities Department
Larry Zimmer, P.E. — Deputy Director, Public Works and Utilities Department
SUBJECT: Resolution Authorizing the City Manager to Execute Amendment No. 2 to the
Cooperative Funding Agreement between the Sonoma County Transportation
Authority and the City of Petaluma for the Old Redwood Highway Interchange
Project C00501304
RECOMMENDATION
It is recommended that the City Council adopt the attached Resolution Authorizing the City
Manager to Execute Amendment No. 2 to the Cooperative Funding Agreement between the
Sonoma County Transportation Authority (SCTA) and the City of Petaluma for the Old
Redwood Highway Interchange Project C00501304.
BACKGROUND
On August 3, 2009, the City Council approved the cooperative agreement between the City of
Petaluma and SCTA. This agreement outlines the responsibilities of the City and SCTA on
delivery of the Old Redwood Highway Interchange Project improvements.
On September 12, 2011, the City Council approved Amendment 1 to the same cooperative
agreement based on updated information available upon completion of the final plans but prior to
advertisement of the construction project. Amendment 1 made minor changes to the financial
plan, which was originally based on preliminary engineering.
Caltrans opened bids on this project on January 8, 2013 and the low bidder was approximately
10% under the engineer's estimate for a cost saving of over $2 million. It was decided to hold off
on further reducing the financial commitment in Amendment No. 2 until the work and right -of-
way acquisition were complete or nearly complete to assure the project had adequate funding.
DISCUSSION
The construction was completed within the project's original budget and contingency, and
Caltrans appears to be able to acquire all necessary property rights within the existing funding.
Therefore, it was decided to move forward with this amendment, which greatly reduces the
City's financial commitment. While the work on site is essentially complete, the Cooperative
Agreement cannot be closed for some time until property rights are finalized and project closeout
procedures are complete with Caltrans. This is expected to take several years but since the
financial matters are settled, the Amendment No. 2 can be finalized.
FINANCIAL IMPACTS
This amendment reduces the City's financial commitment to the project by $2,237,000, all of
which will be returned to the Traffic Mitigation Fund for future projects. The following tables
show the funding breakdown between the multiple sources under Amendments No. 1 and 2. The
largest change is the reduction of the City's contribution. Measure M funding increased slightly.
PROJECT FINANCIAL PLAN - PER AMENDMENT 1
Funding Plan lan by Fund Source and Development Phase (Funds in Thousands)
FUND
PAED
PS &E
ROW
ROW
CON SUP
CON
TOTAL
SOURCE
SUP
CAP
SUP
CAP
CITY
$385
$3,200
$ 0
$ 0
$ 405
$12,539
$16,529
CITY
(100 %)
(100 %)
(0 %)
(0 %)
(10 %)
(46.8 %)
Measure M
$ 0
$ 0
$ 0
$ 0
$3,645
$ 6,355
$10,000
(LSP)
(0 %)
(0 0/-)
(0 %)
(0 %)
(90 %)
(23.7 %)
$10,000
Measure M
$. 0
$ 0
$700
$5,626
$ 0
$ 3,295
$ 9,621
(101)
(0 %)
(0 %)
(100 %)
(100 %)
(0 %)
(12.3 %)
$10,063
SLPP
$ 0
$ 0
$ 0
$ 0
$ 0
$ 2,798
$ 2,798
(0 %)
(0 %)
(0 %)
(0 %)
(0 %)
(10.4 %)
SLPP 101
$ 0
$ 0
$ 0
$ 0
$ 0
$ 1,811
$ 1,811
swap
(0 %)
(0 %)
(0 %)
(0 %)
(0 %)
(6.8 %)
TOTAL
$385
$3,200
$700
$5,626
$4,050
$26,798
$40,759
(100 %)
(100 %)
(100 %)
(100 %)
(100 %)
(100 %)
PROJECT FINANCIAL PLAN — PER AMENDMENT 2
Funding ly Fund Source and Development Phase (Funds in Thousands)
FUND
PAED
PS &E
ROW SUP
ROW CAP
CON
CON
TOTAL
SOURCE
SUP
CAP
$385
$3,200
$ 0
$ 0
$ 405
$10,302
$14,292
CITY
100%
100%
0.00%
0%
9.1%
44.1%
36.7%
Measure M
$ 0
$ 0
$ 0
$ 0
$3,645
$ 6,355
$10,000
(LSP)
0%
0%
0%
0%
81.9%
27.2%
25.7%
Measure M
$ 0
$ 150
$1,155
$6,277
$ 400
$ 2,081
$10,063
(101)
0%
0.00%
100.00%
100%
9.0%
8.9%
25.8%
2
SLPP
$ 0
$ 0
$ 0
$ 0
$ 0
$ 2,798
$ 2,798
LSP
0%
0%
0%
0%
0%
12.0%
7.2%
SLPP
$ 0
$ 0
$ 0
$ 0
$ 0
$ 1,811
$ 1,811
101 SWAP
0%
0%
0%
0%
0%
7.8%
4.6%
$385
$3,350
$1 -,155
$6,277
$4,450
$23,347
$38,964
TOTAL
100%
100%
100%
100%
100%
100%
100%
ATTACHMENTS
1. Resolution
2. Exhibit A — Amendment 2
3. Exhibit B — Cooperative Funding Agreement
4. Exhibit C — Amendment 1
Attachment 1
RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE
AMENDMENT NO.2 TO THE COOPERATIVE FUNDING AGREEMENT SCTA10021
BETWEEN THE SONOMA COUNTY TRANSPORTATION AUTHORITY AND THE
CITY OF PETALUMA FOR THE OLD REDWOOD HIGHWAY INTERCHANGE
PROJECT C00501304
WHEREAS, the City Council consented to the expenditure of City funds to undertake
improvements to the Old Redwood Highway Interchange; and
WHEREAS, in order to proceed, the City of Petaluma and the Sonoma County
Transportation Authority (SCTA) entered into a cooperative funding agreement dated May 7,
2010, for contribution of project funding; and
WHEREAS, the cooperative funding agreement was amended on September 12, 2001 to
account for estimated cost increases after the original cooperative funding agreement was signed;
and
WHEREAS, lower than expected bids resulted in significantly reduced construction
costs and the financial plan included in the amended Cooperative Agreement is no longer
accurate and requires revision; and
WHEREAS, a slight modification to the schedule was made to accurately show
completion of construction related activities and mitigation monitoring; and
WHEREAS, the amendment to the Cooperative Funding Agreement SCTA 10021
involves only modifications to project funding and schedule and no physical changes to the
project, and approval of the amendment is exempt from the California Environmental Quality
Act ( "CEQA ")pursuant to 14 California Code of Regulations, Section 15061(b)(3) because it
can be seen with certainty that there is no possibility that the amendment may have a significant
effect on the environment and is therefore not subject to CEQA.
NOW THEREFORE, BE IT RESOLVED that the Petaluma City Council authorizes
the City Manager to execute Amendment No. 2 to the Cooperative Funding Agreement
SCTA10021 between the City of Petaluma and Sonoma County Transportation Authority.
M
Exhibit A to Resolution
COOPERATIVE FUNDING AGREEMENT NO. SCTA10021 -A2
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND THE CITY OF PETALUMA
This Agreement is made and entered into as of ,
2016 ( "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. WHEREAS AUTHORITY and CITY entered into a Cooperative Funding
Agreement Number SCTA10021 to define a framework to enable the parties to work
cooperatively in developing transportation improvements to the Highway 101 / Old
Redwood Highway Interchange in Petaluma;
2. WHEREAS the Cooperative Funding Agreement included a Project Plan
consisting of a project description, financial plan, a schedule, and roles and responsibilities
for completion of the Project;
3. WHEREAS AUTHORITY and CITY amended Cooperative Funding
Agreement Number SCTA10021 one time in order to update the Project Plan. The
amended agreement is known as SCTA Number 10021 -A1;
4. WHEREAS, the estimated cost and schedule for the Project have changed; and
5. WHEREAS AUTHORITY and CITY desire to modify the Agreement to
update the Project Plan to modify the financial plan and schedule for the project.
NOW, THEREFORE, in consideration of the foregoing, AUTHORITY and
CITY do hereby agree to delete all Sections, Articles, and Exhibits of the previous
Agreement Number SCTA10021 -Al and replace them with the following:
SECTION I
CITY AGREES:
1. Total CITY Contribution. To provide up to $14,292,000 in local funds [or other
CITY contribution] towards the Project, in accordance with the financial plan (Exhibit B)
and schedule (Exhibit Q. 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.
Cooperative Funding Agreement No.SCTA10021 -A2
5
2. Additional Cooperative Agreements. To enter into a cooperative agreement(s)
with Caltrans for the Environmental (PAED) and design (PS &E) phases of the Project in
accordance with the Project Plan.
3. Completion of Work. To timely complete the environmental and design phases
of the Project in accordance with the deadlines set forth in the Project Plan.
4. Construction Funding. To provide up to $10,302,000 in local funds [or other
City contribution] to the AUTHORITY for the construction phase of the Project.
5. Initial Deposit. To make payment of $1,200,000 within 30- calendar days of
receipt of invoice for advance construction deposit.
6. Progress ss Payments. To promptly make payments on all construction progress
invoices, within 307calendar 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 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.
8. 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 following completion 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 AUTHORITY if an audit is to be
conducted.
SECTION II
AUTHORITY AGREES:
1. Total AUTHORITY Contribution. To provide up to $20,063,000 in Measure M
funds, consisting of $10,063,000 in Highway 101 program funds and $10,000,000 in LSP
program funds, towards the Project, in accordance with the Project Plan. The cost of
AUTHORITY'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.
Cooperative Funding Agreement No.SCTA10021 -A2
0
2. SLPP Funding. To apply for $4,610,000 in State SLPP funding towards the
construction phase of the Project and to promptly notify CITY if SLPP funding will not be
available in accordance with Project Plan.
3. Additional Cooperative Agreements. To enter into a cooperative agreement(s)
with Caltrans for the Right of Way Engineering and Support (ROW SUP), Right of Way
Capital (ROW), final packaging of Plans, Specifications, and Estimates (PS &E),
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 $1,200,000 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. 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 of this Agreement.
8. 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.
9. Notice of Audit. To provide timely notice to CITY if an audit of CITY records
is to be conducted.
SECTION M
IT IS MUTUALLY AGREED:
1. Funding Needs. If additional funds beyond those identified in the Project Plan
are necessary to complete the Project or if State controlled SLPP 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.
Cooperative Funding Agreement No.SCTA10021 -A2
7
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 - breaching party retains the
same rights as a party exercising its right to terminate under the provisions 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 if SLPP funding is not available
in accordance with the Project Plan.
4. Indemni . 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 under or in connection with any work, authority, or jurisdiction
conferred upon AUTHORITY or arising under this agreement.
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 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 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
Cooperative Funding Agreement No.SCTA10021 -A2
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: John C. Brown, City Manager
11 English Street
Petaluma, CA 94952
citymgr@ci.petlaum.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
instruments, 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.
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. Independent Agencies. CITY renders its services under this 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 shall
not be construed as an authorization to assign, transfer, hypothecate or pledge this
Agreement other than as provided above.
Cooperative Funding Agreement No.SCTA10021 -A2
0
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 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 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 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.
Cooperative Funding Agreement No.SCTA10021 -A2
10
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date.
By:
Mayor
ATTEST:
By:
APPROVED AS TO LEGAL FORM
FOR CITY:
By:
City Attorney
SONOMA COUNTY
TRANSPORTATION AUTHORITY
SCTA Chair
APPROVED AS TO SUBSTANCE:
C
R,
Executive Director
Legal Counsel
Authority
Cooperative Funding Agreement No.SCTA10021 -A2
11
COOPERATIVE FUNDING AGREEMENT NO. SCTA10021 -A2
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND THE CITY OF PETALUMA
EXHIBIT A
DESCRIPTION OF THE PROJECT
• Replace Old Redwood Overcrossing with new 86 foot wide bridge (four 12 -foot lanes,
one 12 -foot median, two 6 -foot bike lanes, two 6 -foot sidewalks, and two 1 -foot
railings);
• Reconfigure and widen on and off ramps at Old Redwood Highway, but maintain
Partial Clover configuration;
• New signals for Old Redwood Highway ramp intersections;
• Modified signals at the Stony Point Road and N. McDowell Boulevard intersections;
• Provide ramp metering and HOV preferential lanes at all four on- ramps;
• Local street widening on Old Redwood Highway and Petaluma Boulevard North to
match new wider overcrossing;
• Complete construction of the portion of the Central Highway 101 Project soundwall
that requires right of way acquisition, on west side of Highway 101, near the
southbound off -ramp to Old Redwood Highway.
Note: The Project includes minor landscaping on the north side of Old Redwood
Highway east of Highway 101 to be maintained by the City and sound wall vine
planting and erosion control to be maintained by the State. Any additional
landscaping will be accomplished by separate landscaping specific contract.
Cooperative Funding Agreement No. SCTA10021
Exhibit A
12
COOPERATIVE FUNDING AGREEMENT NO. SCTA10021 -A2
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND THE CITY OF PETALUMA
PROJECT FINANCIAL PLAN
Table B -1: Project Cost Estimate by Program and Development Phase
Project
Phase
Old Redwood
Interchange - LSP
Program (CITY)
Central- Highway 101
Program
(SCTA)
Project
ROW
CAP
Estimate
Percent
Estimate
Percent
Estimate
PAED
$385,000
100%
-
0%
$385,000
PS &E
$2,714,000
81%
$636,000
19%
$3,350,000
ROW SUP
$220,000
19%
$935,000
81%
$1,155,000
ROW CAP
1,255,000
20%
$5,022,000
80%
$6,277,000
CON SUP
$3,605,000
81%
$845,000
19%
$4,450,000
CON CAP
$18,911,000
81%
$4,436,000
19%
$23,347,000
TOTAL
$27,090,000
70%
$11,874,000
30%
$38,964,000
Table B -2: Funding Plan lan by Fund Source and Development Phase (Funds in Thousands)
FUND
SOURCE
PAED
PS &E
ROW
SUP
ROW
CAP
CON
SUP
CON
CAP
TOTAL
$385,000
$3,200,000
$0
$0
$405,000
$10,302,000
$14,292,000
CITY
100%
96%
0%
0%
9.1%
44.1%
36.7%
Measure
$0
$0
$0
$0
$3,645,000
$6,355,000
$10,000,000
M (LSP)
0%
0%
0%
0%
81.9%
27.2%
25.7%
Measure
$0
$150,000
$1,155,000
$6,227,000
$400,000
$2,081,000
$10,063,000
M (101)
0%
4%
100%
100%
9%
8.9%
25.8%
SLPP
$0
$0
$0
$0
$0
$2,798,000
$2,798,000
LSP
0%
0%
0%
0%
0%
12.0%
7.2%
SLPP
$0
$0
$0
$0
$0
$1,811,000
$1,811,000
101
swap
0%
0%
0%
0%
0%
7.8%
4.6%
$385,000
$3,350,000
$1,155,000
$6,227,000
$4,450,000
$23,347,000
$38,964,000
TOTAL
100%
100%
100%
100%
100%
100%
Cooperative Funding Agreement No. SCTA10021
Exhibit C
13
COOPERATIVE FUNDING AGREEMENT NO. SCTA10021 -A2
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND THE CITY OF PETALUMA
EXHIBIT C
PROJECT SCHEDULE
Project Development Phase
Begin
End
Environmental (re- validation of EIS /EIR )
Mar 2009
Jun 2010
Design PS &E)
Mar 2009
Sep 2012
Right of Way Acquisition (ROW)
Sep 2009
Dec 2014
Advertise, Award, Approve (AAA)
Jul 2012
Feb 2013
Construction (CON)
Feb 2013
Dec 2016
Mitigation Monitoring and Reporting in CON
April 2013
April 2018
Cooperative Funding Agreement No. SCTA10021
Exhibit C
14
COOPERATIVE FUNDING AGREEMENT NO. SCTA10021 -A2
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND THE CITY OF PETALUMA
EXHIBIT D
RESPONSIBILITIES OF THE PARTIES
Table D -1: Additional Cooperative Agreements between Parties by Development Phase
Project Activity
Coop erative Agreement
Caltrans
Authority
City
City
Environmental (PAED)
X
X
Design (PS &E)
X
X
X
Right of Way Engineering and Support
X
X
X
Right of Way Capital
X
X
Advertise, Award, Approve (AAA)
X
X
Construction Support
X
X
Construction Capital
X
X
Table D -2: Responsible Implementing Agency y Development Phase
Project Activity
Implementing
Agency
Caltrans
Authority
City
Enviromnental (PAED)
X
Design (PS &E)
X
X
Right of Way Engineering and Support
X
X
Right of Way Capital
X
Advertise, Award, Approve (AAA)
X
Construction Support
X
Construction Capital
X
Cooperative Funding Agreement No. SCTA10021
Exhibit D
15
Exhibit B to Resolution
COOPERATI=VE FUNDING AGREEME NT NO. SCTAy 0D29
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF PETALUMA
This Agreement is made and entered into as of A%1.a.q 11 ;2-010 ,
( "Effective Date ") by and between the City of Petaluma het °einafter referred to as
"CITY" and the SONOMA, COUNTY TRANSPORTATION AUTHORITY hereinafter
referred to as "AUTHORITY."
RECITALS
1. AUTHORITY adopted that certain 2007 Strategic Plan that sets forth
AUTHORITY's program and project implementation policies with regard to the use of
funds provided under the 2004 Traffic Relief Act for Sonoma County Expenditure Plan
and Ordinance approved by the voters of Sonoma County on November 2, 2004
(hereinafter referred to as "Measure M "). The 2007 Strategic Plan as such plan may be
amended frorn time to time is hereinafter referred to as the "Strategic Plan ".
2. Pursuant to the Strategic Plan and Measure M, 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 - Old Redwood Highway Interchange in Sonoma County (hereinafter referred to as
"Old Redwood Interchange Prograin Improvements ").
3. AUTHORITY and CITY desire to deliver the Old Redwood Interchange
Program Improvements in conjunction with the ramp improvements of Highway 101 from
Old Redwood Highway in Petaluma to Rolinert Park Expressway (hereinafter referred to
as "Central Highway 101 Program Improvements"). The combined project is more
particularly described in Exhibit A to this Agreement (hereinafter referred to as the
"Project ").
4. AUTHORITY and CITY desire to re- validate the Environmental
Assessment/Final Environmental Impact Report for Central Highway 101 Program
Improvements to include the Old Redwood Interchange Program Improvements, which
would include a replacement bridge overcrossing of Highway 101 at Old Redwood
Highway in Petaluma.
S. AUTHORITY and CITY developed a financial plan, a schedule, 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 Plan").
Cooperative Funding Agreement No. VTA [66 -1
City of Petaluma
Page 1 of 11
16
6. Pursuant to the Strategic Plan and Measure M, AUTHORITY is committed to
make available up to $10,000,000 in Local Street Project (LSP) program funding and
$1 1,630,000 in Highway 101 Program funding to assist with the Project.
7. CITY is committed to make available up to $17,060,000 in funding to assist
with the Project.
8. AUTHORITY is committed to apply for up to $3,000,000 in State and Local
Partnership Program (hereinafter referred to as "SLPP ") funding to assist with the Project.
NOW, THEREFORE, in consideration of the foregoing, AU'T'HORITY and CITY
do hereby agree as follows:
SECTION I
CITY AGREES:
1. Total CITY Contribution. To provide up to $17,060,000 in local funds [or other
CITY contribution] towards the Project, in accordance with the financial plan (Exhibit B)
and schedule (Exhibit Q. 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 Environmental (PAED) and design (PS &E) phases of the Project in
accordance with the Project Plan.
3. Completion of Work. To timely complete the environmental and design phases
of the Project in accordance with the deadlines set forth in the Project Plan.
4. Construction Funding. To provide up to $13,760,000 in local funds [or other
City contribution] to the AUTHORITY for the construction phase of the Project.
5. Initial Deposit. To make payment of $1,200,000 within 30- calendar days of
receipt of invoice for advance construction deposit.
6. Progress Payments. To promptly make payments on all construction progress
invoices, within 30- 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 California, the County, and with all applicable regulations
promulgated -by 'federaI,- state; regional, or local administrative and regulatory agencies,
Cooperative Funding Agreement No, 0 Ci;I
City orpetaluma
Page 2 of 11
17
now in force and as they may be 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 Agreement. For the duration of the Project, and for five (5)
years following completion 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 AUTHORITY if an audit is to be
conducted.
SECTION R
AUTHORITY AGREES:
1. Total AUTHORITY Contribution. To provide up to $21,530,000 in Measure M
funds, consisting of $11,530,000 in Highway 101 program funds and $10,000,000 in LSP
program funds, towards the Project, in accordance with the Project Plan. The cost of
AUTHORITY'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. SLPP Funding. To apply for $3,000,000 in State SLPP funding towards the
construction phase of the Project and to promptly notify CITY if SLPP funding will not be
available in accordance with Project Plan.
3. Additional Cooperative Agreements. To enter into a cooperative agreement(s)
with Caltrans for the Right of Way Engineering and Support (ROW SUP), Right of Way
Capital (ROW), 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 $1,200,000 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.
Cooperative Funding Agreement No. SL TO
City of Petaluma
Page 3 of 11
18
7. Reconcile Construction Payments. After receipt of final Construction
accounting from Caltrans, AUTHORITY will invoice or refilnd 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 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.
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 AGREED:
1. Funding Needs. If additional funds beyond those identified in the Project Plan
are necessary to complete the Project or if State controlled SLPP 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. Tenn. 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 - breaching party retains the
same rights as a party exercising its right to terminate under the provisions of paragraph
Cooperative Funding Agreement No.�C:m 1 D 021i
City ofpetaluma
Page 4 of l I
19
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
SLPP funding is not available in accordance with the Project Plan.
4. Indemnity. 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 under or in connection with any work, authority, or jurisdiction
conferred upon AUTHORITY or arising under this agreement.
It is understood and agreed that AUTHORITY will fully defend, indemnify, and save
harmless CITY and all of its officers and employees -fom 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 to be done by CITY
under or in connection with any work, authority, or jurisdiction conferred upon CITY or
arising wider 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 naive, Iand, and description brought fortlw 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: Vincent Marengo, Director of Public Works
11 English Street
Petaluma, CA 94952
vmarengo @ci.petaluina.ca.us
To AUTHORITY: Executive Director Sonoma County Transportation Authority
490 Mendocino Avenue, Suite 206
Santa Rosa, CA 95401
(707) 565 -5373
suzslilith@sctainfo.org
sctainfo.org
Cooperative Funding Agreement No. SCTA10021
City of Petaluma
Page 5 of 11
20
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
instruments, 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.
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. Independent Agencies. CITY renders its services under this 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 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 teens 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 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 the date of the notice shall be expressly
Cooperative Funding Agreement No. 5e.71N IDv
City of Petaluma
Page 6 of 11
21
limited by and subject to (i) the lawful ability of AUTHORITY 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.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date.
CITY OF &—IALU–MA SONOMA COUNTY
TRANSPORTATION AUTHORITY
By: �- "9"– L' /- -
City Manager _� CTA Chair
ATTEST:
By: Q"fu�
'Eftav City Cleric
TO LEGAL FORM
•;
By: �-
City Attorney
APPROVED:
1
6/11,";' �
1epartria6f- D1fe6tor 1
APPROVED:
APPROVED AS TO SUBSTANCE:
i Executive Director
f f >
By:
�' Legal Counsel
Authority
APPROVED:
�-44 !l. � � "7–/v
nance Director
Cooperative Funding Agreement No.
City of Petaluma
Page 7 of I I
22
COOPERATIVE FUNDING AGREEMENT NO. 50 -Thl0 0-4
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF PETA -LUMA
EXHIBIT A
DESCRIPTION OF THE PROJECT
• Replace Old Redwood Overcrossing with new 110 -foot wide bridge (six 12 -foot lanes,
one 12 -foot median, two 6 -foot bike lanes, two 6 -foot sidewalks, and two 1 -foot
railings);
• Reconfigure on and off ramps at Old Redwood Highway, but maintain Partial Clover
configuration;
s Signalize Old Redwood Highway ramp intersections;
® Provide ramp metering at all four on- ramps;
o Construct the portion of the Central Highway 101 Project soundwall that requires right
of way acquisition, on west side of Highway 101, near the southbound off-ramp to Old
Redwood Highway_
Note: The Project does not include landscaping beyond erosion control. Landscaping
will be accomplished by separate landscaping specific contract.
Exhibit A
Cooperative Funding Agreement No. SC'1?j 1 LJ(� {
City of Petaluma
Page 8 of 11
23
COOPERATIVE FUNDING AGREEMENT NO. Ge-n oo I
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF PETALUMA
EXHIBIT B
PROJECT FINANCIAL PLAN
Table B -l: Project Cost Estimate by Program and Development Phase
Project
Phase
Old Redwood
Interchange — LSP
Program
Central - Highway 101
Program
Project
ROW
Estimate
Percent
Estimate
Percent
Estimate
PAED
$ 600,000
100%
$ 0
0%
$ 600,000
PS &E
$ 2,200,000
81%
$ 500,000
19%
$ 2,700,000
ROW SUP
$ 110,000
19%
$ 480,000
81%
$ 590,000
ROW CAP
$ 1,850,000
28%
$ 4,800,000
72%
$ 6,650,000
CON SUP
$ 3,300,000
81%
$ 750,000
19%
$ 4,050,000
CON CAP
$22,000,000
81%
$ 5,000,000
19%
$27,000,000
TOTAL
$30,060,000
72%
$11,530,0001
18%
$41,590,000
Table B -2: Funding Plan by Fund Source and Development Phase (Funds in Thousands)
FUND
PAED
PS &E
ROW
ROW
CON
CON
TOTAL
SOURCE
SUP
CAP
SUP
CAP
CITY
$600
$2,700
$ 0
$ 0
$ 0
$13,760
$17,060
(100 %)
(100 %)
(0 0/,)
(011/0)
(0 %)
(51.0 %)
Measure M
$ 0
$ 0
$ 0
$ 0
$4,050
$ 5,950
$10,000
(LSP)
(0 %)
(0 %)
(0 %)
(0 %)
(100 %)
(22.0 %)
Measure M
$ 0
$ 0
$590
$6,650
$ 0
$ 4,290
$11,530
(101 )
(0 %)
(0 %)
(100 %)
(100 %)
(0 %)
(15.9 %)
SLPP
$ 0
$ 0
$ 0
$ 0
$ 0
$ 3,000
$ 3,000
(0 %)
(0% )
(0 %)
(0 %)
0 %)
(11.1%)
TOTAL
$600
$2,700
$590
$6,650
$4,050
$27,000
$41,590
100%
100%
100%
100%
100 %)
100%
Note: Measure M funding for ROW CAP of $750,000 is for off -site Environmental
Mitigation. SCTA is implementing agency for off -site Environmental Mitigation.
Exhibit B
Cooperative Funding Agreement No. SC I1) 100`x' 4
City of Petaluma
Page 9 of 11
24
J It
COOPERATIVE FUNDING AGREEMENT NO.0
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF PETALUMA
Ilat.l i;� -Y 1� 1
RESPONSIBILITIES OF THE PARTIES
Table D -1: Additional Cooperative Agreements between Parties by Development Phase
Project Activity
coop erative Agreement
Caltrans
Authority
City
city
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 D -2: Responsible Implementing Agency by Development Phase
Project Activity
Imp
ementing A en
Caltrans
Authority
city
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
Mitigation)
X
Advertise, Award, Approve (AAA)
X
Construction Support
X
Construction Capital
X
Exh ibi t D
Cooperative Funding Agreement No.C:I ry LC OZ l
City of Petaluma
Page 11 of 11
25
Resolution No. 2009 -125 N.C.S.
of the City of Petaluma, California
AUTHORIZING THE CITY MANAGER TO EXECUTE
A COOPERATIVE AGREEMENT 13ETWEEN THE CITY AND SCTA
FOR DELIVERY OF PROJECT APPROVAL /ENVIRONMENTAL DOCUMENT
( PANED), PLANS, SPECIFICATIONS AND ESTIMATES (PS &E),
RIGHT -OF -WAY ACQUISITION AND CONSTRUCTION OF THE
OLD REDWOOD HIGHWAY INTERCHANGE PROJECT (PROJECT 000501304)
WHEREAS, at its meeting of June 18, 2007, the Petaluma Community Development
Commission authorized allocation of $15.1 M from PCDC to account 55- Merged Project Area
C00501304 for the Old Redwood Highway Interchange; and,
WHEREAS, on June 18; 2007, 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 the Project Study Report (PSR), PANED,
PS &E, right-of-way acquisition, and construction of the old Redwood Highway Interchange
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 PA/ED and
PS &E, right -of -way acquisition, and construction must be executed between the City of
Petaluma and the Sonoma County Transportation Authority.
NOW, THEREFORE, BE IT RESOLVED that the Petaluma City. Council authorizes
the City Manager to execute the Cooperative Agreement between the City of Petaluma and the
Sonoma County Transportation Authority, attached to this resolution as Exhibit A 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 Charier of said City.
REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the I d as to
Council of the City of Petaluma at a Regular meeting on the 3`d day of August, mi
2 009, by the following vote_.
AYES: Vice Mayor Barrett, Glass, Rabb itt, Renee; Maynr Tor] intt
NOES: None
ABSENT: Harris, Healy
ABSTAIN: None
ATTEST:
City Clerk
Resolution No. 2009 -125 N_C -S.
Attorney
Page 1 26
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
SLPP funding is not available in accordance with the Project Plan.
4. Indemnity. 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 under or in connection with any work, authority, or jurisdiction
conferred upon AUTHORITY or arising under this agreement.
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 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 hannless
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 t11is 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:
To AUTHORITY: Executive Director Sonoma County Transportation Authority
490 Mendocino Avenue, Suite 206
Santa Rosa, CA 95401
(707) 565 -5373
suzsmith @sctainfo.org
Cooperative Funding Agreement No. 5 M-1 ('110D
City of Petaluma
Page 5 of 11
27
Exhibit C to Resolution
Resolution No. 2011 -129 N.C.S.
of the City of Petaluma, California
AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1
TO THE COOPERATIVE FUNDING AGREEMENT SCTA10021 BETWEEN THE
SONOMA COUNTY TRANSPORTATION AUTHORITY (SCTA)
AND THE CITY OF PETALUMA FOR THE
OLD REDWOOD HIGHWAY INTERCHANGE PROJECT 000501304
WHEREAS, at its meeting of June 18, 2007, the Petaluma Community Development
Commission authorized allocation of $15.1M from PCDC to account 55- Merged Project Area
C501304 for the Old Redwood Highway Interchange; and,
WHEREAS, on June 18, 2007, 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 the Project Study Report (PSR), PALED,
PS &E, right -of -way acquisition, and construction of the Old Redwood Highway Interchange
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 May 7, 2010, for
contribution of project funding; and,
WHEREAS, development of the original financial plan was based on preliminary
engineering design. Engineering design services and right -of -way support costs have increased
since the original cooperative funding agreement was signed; and,
WHEREAS, the financial plan included in the Cooperative agreement is no longer
accurate and requires revision; and,
WHEREAS, the amendment to the Cooperative Funding Agreement SCTA 10021
involves only modifications to sources of project funding and no physical changes to the project,
28
Resolution No. 201 1 -129 N.C.S. Page I
approval of the amendment is exempt from the California Environmental Quality Act ( "CEQA ")
pursuant to 14 California Code of Regulations, Section 15061(b)(3) because it can be seen with
certainty that there is no possibility that the amendment may have a significant effect on the
environment and is therefore not subject to CEQA.
NOW 'THEREFORE, BE IT RESOLVED, that the Petaluma City Council authorizes
the City Manager to execute Amendment No. 1 to the Cooperative Funding Agreement
SCTA10021 between the City of Petaluma and Sonoma County Transportation Authority.
Under the power and authority conferred upon this Council by the Charter of said City.
REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the p rov tl as to
Council of the City of Petaluma at a Regular meeting on the 12`h day of September, fo m:
2011, by the following vote:
Ry Attorney
AYES: Albertson, Barrett, Mayor Glass, Harris, Vice Mayor Healy, Kearney, Rende
NOES: None
ABSENT: None
ABSTAIN: None
ATTEST: —QA�V�—
City Clerk Mayor
29
Resolution No. 2011 -129 N.C.S. Page 2
COOPERATIVE`FUNDING AGREEMENT NO. SCTA10021 -A1
BETWEEN
THE SON.OMA'COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF PETALUMA
This Agreement is made and entered into as ofd'1/�VYI Uc ✓ l� ,
2011 (` Effective'Date ") by and between the City of Petaluma,hereinafter referred to as
"CITY" and.the SONOM -A COUNTY TRANSPORTATION .AUTHORITY hereinafter
referred to as "AUTHORITY."
RECITALS
1. AUTHORITY and CITY entered into a Cooperative Funding Agreement
SCTA10021 to define a framework.to enable the parties -to work cooperatively in
developing transportation -irriptovements to the Highway 1,01 / Old Redwood Highway
Interchange in Petaluma.
2. The Cooperative.Fundiig Agreement included a Project Plan consisting of a
financial plan, a schedule; androles aiid responsibilities for completion of the Project.
3. The original amount.of S-LPP Funding estimated,available for the project has
been reduced from $3,0g0,000*to $2,798,000.
4. AUTHORITY wishes. to swap $1,811,000 in additional SLPP Funding for an
equal reduction in Measure .M (10 1) funds.
5. Cost estimates for the Development Phases of the Project.have.been update.
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 the previous Agreement
Number SCTA10021 and replace them with the following:
SECTION I
CITY AGREES;
1. Total CITY Contribution. To provide up to $16,529;000 in local funds [or other
CITY contribution] .towards the Project, in accordance with the financial plan (Exhibit B)
Cooperative Funding. Agreement No.SCTA10021 -A1
5
30
and. schedul e. (Exhibit Q. The cost of CITY's own administrationJndependent 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 enier.into a cooperative agreement(s)
with Caltrans for the Environmental (PAED) and design (PS &E) phases of the Project in
accordance with the Project Plan. '
3. Completion of Work.. To timely complete the environmental and design phases
of the Project in accordance with the deadlines set forth in the Project Plan.
4. Construction Funding. To pro_ vide up to •$12,5:39•;000. in local funds [or other
City contribution] to the .AUTHO:HITY for .the construction phase of the Project.
5. Initial Deposit: To. make payment of $1,20.0,00,0 within 30- calendar days of
receipt of invoice for'advance construction deposit.
6. Pro reg ss Paymerits. -To promptly make payments on all construction progress
invoices, within 30- calendar 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; CI'T'Y 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.
8. 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 following completioin'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 tirnely.notice to AUTHORITY if an audit is to be
conducted.
SECTION H
AUTHORITY AGREES:
1. Total AUTHORITY Contribution. To provide up to $21,432,000 in Measure M
funds, consisting of $'11;432,000 in Highway 101.program funds and $1.0,000;000 in
(Local Streets Proj'ect) LSP funds, towards the Project, in accordance with the Project Plan. -
The cost- of.AUTHORITY's own administration', independent quality assurance,
Cooperative Funding Agreement No.SCTA 10021 -A1
6
31
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. SLPP Fu0igg. To apply for $4,6:09;000 in State SLPP funding towards the
construction phase of the Project and to promptly notify CITY if SLPP funding will not be
available in accordance with Project Plan. '
3. Additional Cooperative Agreements. To enter into-a cooperative agreement(s)
with Caltrans for the Right_of Way. Engineering and Support (ROW SUP), Right of Way
Capital (ROW),. Advertise; Award, and Approve (:AAA), Construction Support (CON.
SUP), and Construction (CON) phases of the Project in.aecordance 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 $1,200,000 initial deposit 60 working
days prior to advertisement of the construction contract.
6. Progress Pam, To promptly 'invoice CITY -for CITY's share of all
construction progress. payments in accordance with the Project. Plan, within 30- calendar
days of receipt from Caltrans of each.invoice for construction progress payments.
T. Reconcile Construction Pg my eats. After receipt of final Construction
accounting from Caltrans; AUTHORITY will invoice or refund as necessary in order to
satisfy the obligation of this agreement.
8. Compliance with.Laws. With regard to administering and completing the
AUTHORITY's responsibilities, for the Project, AUTHORITY shall at all times comply
with all applicable laws of the. United States, the State. of California, the County, and with
all applicable regulations promulgated by federal, state, °regional, or local administrative
and regulatory agencies, now in force and as they may be enacted, issued, or amended
during the term of this Agreement.
9. Records. To.allow CITY to audit all expenditures relating to The Project funded
through this Agreement. For the duration of the Project, and for five (5) years following
completion of the .Project-, or earlier discharge of the Agreement, AUTHORITY shall
make: available to CITY all records relating to expenses, incurred in performance of this
Agreement.
10. Notice of Audit. To provide timely notice to CITY if an audit of CITY records
is to. be conducted.
Cooperative Funding .AgreementNo.SCTA10021 -A1
7
32
SECTION III
IT IS" MUTUALLY AGREED:
1. Funding Needs. If additional funds beyond those Jdenfified in the Project Plan
are necessary to complete the' Project or'if State controtlgd$LPP funds are not available in
accordance with the Pro ject:Plan, AUTHORITY and CITY will:cooperate to identify °and
secure new,. increased, o'r:replacemerit funding. If fbfiding.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..Agreeinent- will remain in effect.unt_il;.dischar-ged 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 b'- the other. party, upon notice_ totthe: 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. Oin.caiicellation,. 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 canceingparty'also retains any remedy for breach.of the whole
contract or any unperformed balance..
b. By mutual consent of '.bo:th parties; this Agreement may be terminated at any
time.'
c. This agreement may be .- ancelled by either party b..y, no fault of either party if
SLP.P funding is not available in accordance with the Project:Plan.
4. Indemnity. Neither CITY nor any officer or employee thereof is responsible for
any injury;.dainage or 1. iability ocburr ng by reason of anything done or omitted to be done
by AUTHORITY under or i`n coniiectiori with any work, authority, or jurisdiction
conferred upon AUTHORITY or%arising under tliis7 agreement. -
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 riot: limited to,. tortious,
contractual, inverse condemnation, or other theories- or-assertions of liability occurring by
reason of anything done & omitted to, be done by AUTHOR&Y under this agreement.
Neither AUTHORITY `nor (any officer or employee thereof is responsible for any injury,
damage; or-liabil ty occurring, by reason of anythiiigdorre or omitted'to .be done'by CITY
Cooperative Funding Agreement NO.SCTA 10021 -A 1
8
33
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 ceis °and employees from all claims, suits, or actions of
every name, kind, and description brought.for_th under, but not limited to, tortious,
contractual, inverse condemnation; or other theor-ies-br'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 thi's-.Agr..eetnent shall be in
writing, shall be effective, wheat 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 speeif ed in writing to the parties hereto.
To CITY: John. C.. Brown,. City. Manager
11 English Street
Petaluma, CA 94952
citymgr @ci:petalunia.ca.us
To AUTHORITY: Executive Director Sonoma: County Transportation Authority
400 Mendocino Avenue,'Suite206
Santa Rosa, CA 9540:1
(707) 5.65 =5373
suzsmitli @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 o-'ther..:documents and
instruments, as.shah :be reasonabhy, rd quested. 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 iany, of the par -ties except` as :expressly set forth herein, or in
other contemporaneous written agreements.
S.:Amendmerit. This.Agreement may no.t.be changed, modified: or rescinded except
in writing, signed by, all parties.hereto, and any attempt at oral, modification of this
Agreement shall :be vofd.and of no effect.
9, Independent.A ea ricies. CITY renders.its services= under•this. Agreement as an
independent agency.; Nond of the CITY'.s agents or•employees.shall be�agents or
employees of the AUTHORITY. AUTHORITY- renders 'its services.:under this'
Agreement.as an-indepen.derit ages c.y.. Norte of the AUTHORITY. "s agents or employees
shaft be agents or employees of the CITY.
Cooperafive Funding AgteeriieritNo.SCTA10021 -A1
9
34
I 0... Assi ng ment.•The Agreement:may not, be assigned ;,6arisferred, hypothecated., or
pledged by'any'party without the express written consent of the other party:
11. Successors-. This, Agreement shall: be• binding upon1he.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: assig_ n;'transfer; "hypothecate or pledge this
Agreement other than as provided above.
12. Severabil'it. . 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 shalll not affect the validity of the. remainder of this Agreement which
shall continue in full'force and effect; provided that 'the rernamder of this Agreement. can,
.absent the excised portion;-be reasonabty'interpreted to givei.effeet`to the intentions of the
parties.
13. Limitation. A11 obligations of AUTHORITY .under the terms. of this
Agreement are expressly subject to:AUTHORITY's continued:authorization to collect and
expend the sales tax pr.-oceedsprov ded by Measure. M, If for any.reason A..UTHORITY's
right to collector expend :such':sales. tax ,proceeds is terminated'or suspeinded .in whole or
part, AUTHORITY shall -promptly notify CITY,., and the -parties. shall consult on a course
of action. If, after :twenty- five'(25) workirig 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 fro -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 the purposes :of the Agreement; and ;(ii) the avalabitity, ,taking into
consideration all the: obligations of AUTI-IORITY under all outstanding contracts, .
agreements to other obligations,of AUTHORITY; of funds for. such purposes.
Cooperative Funding Agreement No.SCTA1 :0021 -A1 .
10
35
IN .WITNESS -W14-EREO . F, the pat-ties have .ox:ectitM this Agre'ement- as of the
Effective Date.
CITY OF PETALUMA SONOMA COUNTY
TRANSPORTATION AUTHORITY
4Y.
By:
City Manager' (j SCTA Chair
ATTEST:
'A
WMA'A � I "M III@ Oj
APPROVED AS TO FORM:
City Attorney
APPROVED:
r4ar&ent.ni rector
APPROVED AS TO SUBSTANCE:
By:
Executive Director
7-21 By:,
Legal Counsel
Authority
A PROVED:
VED: AS.10 VOirm
APPRO.
z
Risk MLag6r 'Pisk Management
APP'
.
T' -And'o I irect, r.
Cooperative :Fu nding,AgrLeeffie,nt No.SCTA 10021 -A I
36
4
COOPERATIVE. FUNDING AGREEMEN -T NO.. SCTA10021 -A1
:BETWEEN
THE:SONOMA COUNTY TRANSPORTATION• AUTHORITY
AND
EXHIBIT A.
DESCRIPTION. OF THE''PROJECY
Replace Q1d:Redwoo:d,0'vercrossng with new 110 =foot wid'e,bridge (six 12- foot .lanes,
one 12 -foot median, tw_ o 6'46ot bike lanes, two:6-foot sidewalks, and two 1 -foot
railings);.
o Reconfigure .ori :and off ramps at Old Redwood Highway; but maintain Partial Clover
configuration;.
o Signalize Old. Redwood Highway ramp intersections;
m Provide ram p.:mete-ring, at.;all four on- ramps;'
0 Construct - the port> on of the Central Highway 1.0..1' Project soundwall that: requires right
of way acquisition; on west side of.Highway "101:, near- -'the soutlbo,und off ramp to Old
Redwood Highway.
Note: The Project does not include landscaping, beyond; erosion control. Landscaping
will be, accomplished by ,separate `landscaping specific. contract:
Coopeiafive FundiiigMreemenf.N -b SCTA10021 = EXHIBIT A
12
37
i
t
-i
I
COOP . E - RAT . IV , EF . UNDINGAGREE-MENT NO.' SCTMOW-Al
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
EXHIBIT.ff
.vp,o,j.E,,c,--r in.NANCIAL-PLAN
Table B-1: Project. Cost, Estimate by -Progr= ':and. Development Phase
Project
Phase
Old Redwood
Intefdfa-figv--LSP
Pro�-kam
Central - :Highway Iff I
Project
ROW
Estimate-
Percent
Estimate
Percent.-
Estimate
PAED
$ 385,000
106%
-SUP
.:0%
$ • 385,000
PS&E
$ -2;600;000-
91%
600,000 -0
1996.
3,200,000
ROW SUP
$ 133,000.
19%
56710G0
.81%
$ 7001,000
ROW CAP
$ 1,114;600
20%
$
80X
$ 5,626,000
CON SUP
$ 3,300,000
81%
$ 750,000
19%
4,05-0,000
CON CAP
$.24-,-70-9,0d0•
9-11%,
0
'$.. .5-1060, q0
i9V
q.
26,.798,000
TOTAL
$ 29,327,000,
72%
11,432,-900
28%
$ 40,759,000
Table B -2: Fifndifig Platibyl?iiiidS--O-Utce,and Development PhEfsd- (Funds inThbusands)
FUND
PAED.
--PS&E
ROW
ROW
'CON
CON
TOTAL
SOURCE
SUP
CAP
-SUP
'CAP
.CITY
$385
1 $3-20-0
$ 0
.$ 9
$R 405
$12,539
$16,1529
(100914)
(1,00%)
(0 P16)
(0 %0)
(,1. 0.0%0.)
(46.'8 %)
'Measure M
$ -0
---.-$
0
o
4,645
3- 6,355
:$10,000
(Lsp)
(Q%)'
(09/),
(0%)
(0?/Q)
(90::0 %0)
(233%)
Measure M
$ 0
1 0
'$700
'$$,62 -6
'0
3,205
$9,621
P/
�,4)
Q23, %)
SLPP
$ 0
0
0
0
0
2,799
$ 2,798
LSP
(00/0)
(10.40%)
SL-pp
$ 0•
1 0.
$ 0
0
101. swap
TOTAL
$385-
S,3-200
$700.
$,5;026
-$4.J050,
$26,798
$40J59
(10.0 616)
(1.600%)
100 %)
(1.0
.0601.
Note: Measure M foriding- for ROW CAP of .$,1,:048,' j 00 .is for off `site Environmental
M-ftigafioft. Calt-rah,8 i"s, implementing, agphc.y:fotW6f.lqiftd.mitigati6n(-$-549,0.0.0). S.CTAis
implementing agency -for other off -site mitigation ($500,000),
Cooperative Funding Agr6'6menrNa...gCTA10021 - Ex4i.bifB
.13
38
COOPERATIVE FUNDING AGREEMENT NO. SCTAT002 I-Al
BETWEEN
THE" SONbMA. COUNTVTMANSPORTATION AUTHORITY
AND
EXI3IBIT -C
PROJECT SCHEDULE
Project Dewil6p nt-Fihase
aeg1h,
End.
,Environmental -(re- validation bf'EIS/EIR)
Mar 2009!
Sep 2009
Design (PS&E):
Mar,,2009:
Jun 2012.
Rightof Way Acquisition (ROW)
"Sep 2609
Jun.201.2
Advertise, Award; AP.Prome (AAA)
-Jull,201--.2
0U.2012
-
Gbnstf0-6tl0h (CON)
Oct 2612
bee 2614
Cooperative Funding Agreement No. SCTA 10021 - Exhibit C
14
39
COOPERATIVE FUNDING AGREEMENT NO. SCTAT0021 -A1
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
EXHIBIT D
RESPONSIBILITIES -OF THE PARTIES
Table D -1: Additional Goopetative Agreements .between Patties by Development Phase
Project Activity
Cooperative, Agreement
Caltraris
Authority
City
City
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 D -2: Responsible Implementing Agency bYDevelopment Phase
Pro ject -Activity
Implementing
Agency
Caltrans.
Authority.
City
Environmental (PAED)
X
Design (PS &E)
X
Right of Way Engineering and, Support
X
Right .Qf`Way'Capital..(Mil'ilies and Acquisition)
X
Right of Wa'y Capital'(Off &te Environmental.
Mitigation)
X
X
Advertise, Award, Approve (AAA)
X
Constructiori'Support
X
Construction Capital
X
Cooperative Funding Agreement No. SCTA 10021 - Exhibit p.
15
40