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HomeMy WebLinkAboutResolution 2010-226 N.C.S. 12/20/2010Resolution No. 2010 -226 N.C.S. of the City of Petaluma, California AUTHORIZING THE CITY MANAGER TO EXECUTE A COOPERATIVE FUNDING AGREEMENT BETWEEN THE SONOMA COUNTY TRANSPORTATION AUTHORITY (SCTA) AND THE CITY OF PETALUMA FOR THE RAINIER AVENUE UNDERCROSSING STRUCTURE PROJECT 000501204 SEGMENT C2 COMPONENT OF THE MARIN SONOMA NARROWS SEGMENT C (MSN -C) PROJECT WHEREAS, on January 4, 2010, the Petaluma Community Development Commission adopted findings, made in accordance with California Health and Safety Code Section 33445, for expenditure of tax increment funds to pursue design of the Project Study Report (PSR) and environmental document for the Rainier Avenue Cross Town Connector, and for work with Sonoma County Transportation (SCTA) to incorporate design of the undercrossing structure into design of the Marin Sonoma Narrows (MSN) C2 HOV Project; and, WHEREAS, the City Council consented to the expenditure of funds to design these Public Improvements; and, WHEREAS, in order to proceed, a cooperative funding agreement for design of the Rainier Avenue undercrossing structure 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 Funding 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 City Attorney. 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 Council of the City of Petaluma at a Regular meeting on the 20` day of December, 2010, by the following vote: AYES: Barrett, Vice Mayor Glass, Harris, Healy, Rabbitt, Renee, Mayor Torliatt NOES: None ABSENT: None ABSTAIN: None ATTEST: A C v f•'x;�L((/�i'" 'Deputy City Cle k — � Resolution No. 2010 -226 N.C.S. City as to �• �,', � , Page I Contract No. SCTA 11012 EXHIBIT A TO RESOLUTION COOPERATIVE FUNDING AGREEMENT BETWEEN THE SONOMA COUNTY TRANSPORTATION AUTHORITY AND CITY OF PETALUMA This Agreement is made and entered into as of , 2010 ( "Effective Date ") by and between the City of Petaluma hereinafter referred to as "CITY" and the SONOMA COUNTY TRANSPORTATION AUTHORITY hereinafter referred to as "AUTHORITY." RECITALS 1. AUTHORITY and CITY desire to enter into a Cooperative Funding Agreement to define a framework to enable the two parties to work cooperatively in developing plans and specifications for the Rainier Cross Town Connector Undercrossing structure to be included in the Marin Sonoma Narrows C2 project in Sonoma County, as more particularly described in Exhibit A to this agreement (hereinafter referred to as "Project "). 2. Caltrans has completed the Environmental (PAED) phase of the MSN Project. 3. AUTHORITY is the lead for the development of Plans, Specifications and Estimate (PS &E) for MSN C2 Project. 4. AUTHORITY in cooperation with Caltrans will take appropriate measures to environmentally clear the addition of the Rainier Avenue Undercrossing structure in the MSN C2 Project. 5. CITY will environmentally clear the Rainier Cross Town Connector Project as a separate, independent project. 6. 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 "). 7. CITY adopted Resolution No. 2110 -009 N.C.S. on January 4, 2010 which separated the Rainier Interchange Project into two independent projects (Independent Project 1 — Rainier Interchange and Independent Project 2, Rainier Cross Town Connector), and committed $498,000 for the incorporation of the Rainier Avenue Undercrossing structure into the plans, specification and estimate (PS &E) of the MSN C2 project. (Resolution No. 2110 -009 N.C.S. attached hereto as Exhibit E) 8. CITY will provide $498,000 in funding to pay for the development of PS &E for the Rainier Avenue Undercrossing structure Cooperative Funding Agreement SCTA 1 1012 City of Petaluma Page I of 11 Resolution No, 2010 -226 N.C.S. Page 2 Contract No. SCTA 11012 9. AUTHORITY is committed to developing the PS &E for the MSN C2 Project and incorporating the Rainier Avenue Undercrossing structure into the MSN C2 Project pending CITY obtaining environmental clearance of the Rainier Cross Town Connector Project. NOW, THEREFORE, in consideration of the foregoing, AUTHORITY and CITY do hereby agree as follows: SECTION I CITY AGREES: 1. Total CITY Contribution To provide $498,000 in local funds [or other CITY contribution] towards the Project, in accordance with the MSN C -2 HOV Project. 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 MSN C -2 Project. 2. Completion of Work To timely complete the environmental clearance of the Rainier Cross Town Connector Project in accordance with the deadlines set forth in the MSN C -2 Project. 3. Payment Invoices shall be submitted monthly to the City of Petaluma, along with a summary of the work completed to date. Total payments shall not exceed $498,000. 4. 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. 5. 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. 6. Notice of Audit To provide timely notice to AUTHORITY if an audit is to be conducted. Cooperative Funding Agreement SCTA11012 City of Petaluma Page 2 of l 1 Resolution No. 2010 -226 N.C.S. Page 3 Contract No. SCTA 11012 SECTION iI AUTHORITY AGREES: 1. Total AUTHORITY Contribution 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. Agreements. To modify AUTHORITY'S agreement with design consultant to include the PS &E of the Rainier Avenue Undercrossing structure in the MSN C2 project. 3. Completion of Work To timely complete the work necessary to complete PS &E of the MSN C2 project including the Rainier Avenue Undercrossing structure. 4. Pam To request payment from CITY of Petaluma, based on monthly invoices. The total cost of work shall not exceed $498,000. 5. 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. 6. Records To allow CITY to audit all expenditures relating to the Project funded through this Agreement. For the duration of the Project, and for five (5) years following completion of the Project, or earlier discharge of the Agreement, AUTHORITY shall make available to CITY all records relating to expenses incurred in performance of this Agreement. 7. Notice of Audit To provide timely notice to CITY if an audit of CITY records is to be conducted. SECTION IH IT IS MUTUALLY AGREED: 1. Funding Needs If additional funds beyond those identified in the Project Plan are necessary to complete the Project, 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 SCTA1 1012 City of Petaluma Page 3 of 1 1 Resolution No. 2010 -226 N.C.S. Page 4 Contract No. SCTA11012 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 with 30 day written notice. 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 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. Cooperative Funding Agreement SCTA1 1012 City of Petaluma Page 4 of 1 1 Resolution No. 2010 -226 N.C.S. Page 5 Contract No. SCTA11012 To CITY: Vincent Marengo Director of Public Works City of Petaluma 11 English Street, Petaluma CA 94592 (707) 778 -4467 vmarengo @ci.petaluma.ca.us To AUTHORITY: Suzanne Smith 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 SCTAI 1012 City of Petaluma Page 5 of I I Resolution No. 2010 -226 N.C.S. Page 6 Contract No. SCTA 11012 12. Severabili . 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 SCTA 11012 City of Petaluma Page 6 of I l Resolution No. 2010 -226 N.C.S. Page 7 Contract. No. SCTA 11012 IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. CITY OF SONOMA COUNTY TRANSPORTATION AUTHORITY By: By: City Manager SCTA Chair ATTEST: APPROVED AS TO SUBSTANCE: By: By: City Clerk Executive Director APPROVED AS TO LEGAL FORM FOR CITY: By: By: City Attorney Legal Counsel Authority APPROVED: Department Director APPROVED: Risk Manager APPROVED: Finance Director Cooperative Funding Agreement SCTA 1 1012 City of Petaluma Page 7 of 11 Resolution No. 2010 -226 N.C.S. Page 8 Contract No. SCTA11012 COOPERATIVE FUNDING AGREEMENT BETWEEN THE SONOMA COUNTY TRANSPORTATION AUTHORITY AND CITY OF PETALUMA EXHIBIT A DESCRIPTION OF THE PROJECT Design a new six -lane structure to allow the undercrossing of US101 for Rainier Avenue as part of the MSN C2 project. The Undercrossing Structure shall not preclude a future interchange at this location. Exhibit A Cooperative Funding Agreement SCTA1 1012 City of Petaluma Page 8 of 11 Resolution No. 2010 -226 N.C.S. Page 9 Contract No. SCTA 11012 COOPERATIVE FUNDING AGREEMENT BETWEEN THE SONOMA COUNTY TRANSPORTATION AUTHORITY AND CITY OF PETALUMA iW:- i112 V I'll PROJECT FINANCIAL PLAN Funding � lan by Fund Source and Development Phase (Funds in Thousands) for the Rainier Avenue Undercrossing Structure FUND PS &E TOTAL SOURCE CITY $498 $498 (100 %) TOTAL $498 $498 100% Cooperative Funding Agreement SCTA11012 City of Petaluma Exhibit B Page 9 of 11 Resolution No. 2010 -226 N.C.S. Page 10 Contract No. SCTA 11012 COOPERATIVE FUNDING AGREEMENT BETWEEN THE SONOMA COUNTY TRANSPORTATION AUTHORITY AND CITY OF PETALUMA EXHIBIT C PROJECT SCHEDULE Project Development Phase Begin End Environmental PAED Complete Complete Environmental Revalidation 12/1/2110 6/1/2011 Design PS &E A r 2009 Mar 2012 *Right of Way Acquisition ROW TBD TBD *Advertise, Award, Approve AAA TBD TBD *Construction CON TBD TBD * Right of Way Capital and Construction Capital funding have not yet been identified for the MSN C2 project therefore the schedule at this time is unknown. Cooperative Funding Agreement SCTA11012 City of Petaluma Exhibit C Page 10 of 11 Resolution No. 2010 -226 N.C.S. Page 11 Contract No. SCTA 11012 COOPERATIVE FUNDING AGREEMENT BETWEEN THE SONOMA COUNTY TRANSPORTATION AUTHORITY AND CITY OF PETALUMA EXHIBIT D RESPONSIBILITIES OF THE PARTIES Table D -1: Responsible Implementing Agency by Development Phase Project Activity Implementing Agency Caltrans Authority ci Environmental (PAED) MSN Project X Environmental Revalidation for Rainier Undercrossing Structure X Environmental Clearance for Rainier Cross Town Connector X Design (PS &E) for MSN C2 including Rainier Undercrossing Structure X Right of Way Engineering and Support for MSN C2 including Rainier Undercrossing Structure X *Right of Way Capital X *Advertise, Award, Approve (AAA) X * Right of Way Capital and Construction Capital funding have not yet been identified for the MSN C2 project therefore implementing agency cannot yet be assigned. Cooperative Funding Agreement SCTA1 1012 City of Petaluma Exhibit D Page 11 of 11 Resolution No. 2010 -226 N.C.S. Page 12