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HomeMy WebLinkAboutStaff Report 09/12/2011 3.D4 DATE: September 12, 2011 A - I te4lnl #3'..D. TO: Honorable' Mayor and Members of the City Council through City Manager FROM: Larry Zimmer, Capital Improvements Division Manager SUBJECT: Resolution Authorizing the City.Manager to ExecuieAmendmeni No. 1 to the Cooperative -Funding Agreement SCTA 1002.1 between the Sonoma County Transportation Authority (SCTA) and the City of Petaluma for the Old Redwood Highway Interchange Project C00501304 RECOMMENDA'T'ION It is recommended that the City Council adopt the attached resolution 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 C00501304. BACKGROUND On August 3, 2009, the .CityCouncil approved the cooperative agreement between the -City of Petaluma and SCTA. This agreement outlines the City's and SCTA..'s responsibilities on delivery of the Old Redwood- Highway Interchange Project improvements. The improvements include replacing the existing two lane overcrossing (OC) with a multi -lane facility with bicycle lanes and:p.edestrian sidewalks on both sides. The interchange rampsVill-be reconfigured to current design standards and enhanced with additional turning lanes, vehicle storage, and'traffic operations system improvements at theramp and local street intersections._.. ._ Ramp metering is proposed on all the on -ramps at the Old Redwood Highway Interchange. The project has environmental clearance (PA/ED) and design (PS&E)'is approx�imately95%o complete. The. remaining tasks required prior to start of construction includes ® final design. (plans, specifications ;and estimates,, or PS&E) review by Caltrans District Office and Headquarters; Agenda Review: City Attorney Finance Di ct zl P City Manager 1 ® right of'way support engineering (ROW SUP,)' and capital outlay (ROWCAP) associated with utilityrelocation, ramp reconfiguration, and environmental mitigation (Caltrans/SCTA work effort), and; © advertisement, award.and approval of the construction contract.- Based'on the current'"' status of the project, it is anticipated the schedule for project, delivery will be as follows: Design (PS -&E) Complete June ,2012 R/W' Complete June 2012 Advertise„Award, Approve December 20:12 Construction Start February 2013 DISCUSSION The financial plan, as outlined in. the original agreement between SCTA and the City of Petaluma, is shown in the'table below: ORIGINAL PROJECT FINANCIAL PLAN Funding Plan by Fund Source and. Development Phase (Funds in Thousandsl 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%) (1'00%) (0%) (0%) (0%) (51.0%) Measure M $ 0 $ 0 $ 0 $ 0 $4;05.0 $ 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%) (10.0%) (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%) - (1000%) (10.0%) (1.00%0) Development of the original financial plan was based on preliminary engineering design., Engineering design and right=of--way support costs have increased since the original cooperative agreement was ,signed. The estimated overall project budget,has,decrea_sed by'$8-31;000. The. decrease can be attributed to the, estimate for construction capital..(CON CAP) based on 95% design drawings and the current construction' bidding climate, PAED based on actual expenses, and a revised .estimate of R/W costs. The City. of Petaluma-'$ share of the decrease is $531,000; thus resulting in an estimated savings intended to support staff and overhead costs. Itis assumed that as the project progresses a future -revision will be required and that any savings can be retained. by the City. 2 Also, subsequent to p g g p' q adoption of original funding), lan, SCTA authorized the use of $1,811,000 of additional State and Local Partnership Program (SLPP) funding in exchange for a reduction in Measure M Highway 101 funding. The proposedamended financial plan, as outlined in the amendment between;SCTA and City of Petaluma, is shown in the table below: FINANCIAL IMPACTS The City is the ;implementing agency forPS&E (design), and,a funding partner for construction phase engineering support'seryices,.,This amendment to the Cooperative Agreement reduces the City share by $53'1,000. Since final .project costs will be further revised as the project progresses, the CIP budget is not being reduced and the '$531;000 will likely be -needed for staff and overhead costs. 'It should be noted, that the '$009;000 ($1,811,000 + $2,798,000) proposed SLPP funding;has not yet been approved. SCTA has agreed to include $1,8'11,000 of'it in SCTA's obligations under the amended agreement. ;If "the remainder of $2,798,000 is not approved, the. City and,, 'SCTA agree to cooperate to identify new funding, but the City and SCTA each.have.the right under the. agreement to withdraw from, the project. The City is not required by this agreement fo make up any SLPP shortfall. ATTACHMENTS 1. Resolution 2. Amendment No. 1 to the cooperative funding agreement, between the SCTA and City of Petaluma. 3. Original cooperative funding agreement between the SCTA and City of Petaluma. 3 AMENDED PROJECT FINANCIAL PLAN „i Fundine 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 $385 $3;200. $ 0 $ 0 $405 $12,539 $ 16,529 (100%) . (100%) (0%) (0%) (10%q): (46.8%) Measure M $ 0 $ '0: $ '0 $ 0 $3,645 $6,355 $ 10,000 (LSP) (0%) (0% o) (0%) (0%) (90% 0) (23.7%) Measure M $ 0 $ 0... $700 $5,626 $ 0 -$ 3,295 $ 9,621 (101) (0%) (0%) (100%) (100%) (0016) (12.3%) SLPP $ 0 $ 0. $ 0 $ 0 $ 0 $ 2,798 $ 2,798 (0°70) (0°Zo) (.0%) (0%) (0%) (1',0.4%) SLPP 101 $ 0 $ 0 $ 0 $ 0. $ 0 $1,811 $1,811 swap '(0%) (0916), (0%) (0%) (0% (6.8%) TOTAL $385 ;$3,200, $700 $5,626 $4,050 $269798 $40,759 y (160%) (100%) (100%) (100%) (1.00%) (100%) FINANCIAL IMPACTS The City is the ;implementing agency forPS&E (design), and,a funding partner for construction phase engineering support'seryices,.,This amendment to the Cooperative Agreement reduces the City share by $53'1,000. Since final .project costs will be further revised as the project progresses, the CIP budget is not being reduced and the '$531;000 will likely be -needed for staff and overhead costs. 'It should be noted, that the '$009;000 ($1,811,000 + $2,798,000) proposed SLPP funding;has not yet been approved. SCTA has agreed to include $1,8'11,000 of'it in SCTA's obligations under the amended agreement. ;If "the remainder of $2,798,000 is not approved, the. City and,, 'SCTA agree to cooperate to identify new funding, but the City and SCTA each.have.the right under the. agreement to withdraw from, the project. The City is not required by this agreement fo make up any SLPP shortfall. ATTACHMENTS 1. Resolution 2. Amendment No. 1 to the cooperative funding agreement, between the SCTA and City of Petaluma. 3. Original cooperative funding agreement between the SCTA and City of Petaluma. 3 ATTACHMENT 1 RESOLUTIONAUTHORIZING 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 C00501304 WHEREAS, at its meeting of June 1.8, 2007, the Petaluma Community Development Commission authorized allocation of $15.1M from PCDC to account 5,5 -Merged Project Area C501304 for the Old Redwood Highway Interchange; and WHEREAS', on June 18,. 2007, the Petaluma Conimunity 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 Ol'dRedwood' 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, 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'thauliere is�,no_possibility that the amendment may have a significant effect on the environment and is therefore not subject to CEQA. NOW THEREFORE, BE I_T RESOLVED, that the Petaluma City Council authorizes the City Manager to execute Amendment No. 1 to the Cooperative Funding Agreement SCTA 10'021 between the City of Petaluma and Sonoma County Transportation Authority. ATTACHMENT 2 COOPERATIVE FUNDING AGREEMENT NO. SCTA10021-A1 BETWEEN THE SONOMA COUNTY TRANSPORTATION AUTHORITY AND CITY OF PETALUMA This Agreement is made and entered into as of , 2011 ("Effective Date") by and between the City of Petaluma hereinafter referred to as "CITY" and the SONOMA COUNTYTRANSPORTATION AITTHORITY 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 improvements to the Highway 101 / Old Redwood Highway Interchange in Petaluma. 2. The Cooperative Funding Agreement included a Project Plan consisting of a financial plan, a schedule, and roles and responsibilities for completion of the Project. 3. The original' amount of SLPP Funding estimated available for the project has been reduced from $3.,000,000 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'SCTA 10021 and replace them with the following: SECTION I CITY AGREES: L. 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. SCTA 10021-A 1 5 and schedule., (Exhibit Q. The cost of CITY's own administration, independent quality assurance, oversight, and project management is noti,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 Projecf 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.FundinR. To provide up to $12,539;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 -calendar days of receipt of each invoice for construction progress payments. 7. Compliance "with Laws. With regard to ad'mini'stering 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 maybe enacted, issued, or amended during the term of this Agreement. 8. Records. To allow AUTHORITY to audit all expenditures relating to the Project funded through this 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 It AUTHORITY AGREES: 1. Total AUTHORITY Contribution. To provide -up to $21,432,000 in Measure M funds, consisting of,$.1.1;432,000 in Highway 101 program funds and.$10,000,000 in (Local Streets Project) ° 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 -A 1 6 oversight, an&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 $4;609,000 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°'Projeci Plan, within 307calendar days of receipt from Caltrans of each.'invoice for construction progress payments. 7. Reconcile Construction Payments. After receipt of final Construction accounting from Caltrans,. AUTHORITY will invoice or refund as necessary in order to satisfy the obligation of this agreement. 8. Compliance with, Laws. With regard to administering and completing the AUTHORITY's responsibilities for the Project, AUTHORITY shall at all times comply with all applicable laws of the United States, the State of'California,'the County, and with all applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term 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 lo. 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 Agreement No. SCTA 10021-A 1 7 i 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. 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 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,,autho,rity, or jurisdiction conferred uponAUTHORITY 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, anddescription 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 Cooperative Funding Agreement No.SCTA 10021-A 1 8 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 descriptionbrought 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: John C. Brown, City Manager I 1 English Street Petaluma,. CA 94952 citymgr@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 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 A'2encies. CITY renders its services under this Agreement as an independent agency., None of the CIT.Y'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. Cooperative Funding Agreement No.SCTA 10021-A 1 9 10. Assif4riment. 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 transfefee(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.dbove. 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,proceedsprovided by Measure. M. If for any reason AUTHORITY's right to collector expend.such salestax 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 -fiver (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 ofthe 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.SCTA 10021-A 1 10 IN WITNESS WHEREOF; the parties, have, executed: this Agreement as of the Effective Date. CITY OF PETALUMA SONOMA COUNTY TRANSPORTATION AUTHORITY By: City Manager SCTA Chair ATTEST: APPROVED.AS TO SUBSTANCE: By: City Clerk Executive Director APPROVED AS TO FORM: By: City Attorney Legal Counsel Authority APPROVED: Department Director APPROVED: Risk Manager APPROVED: Finance. Director I; Cooperative Funding Agreement No. SCTA10021-A1 11 COOPERATIVE_ FUNDING AGREEMENT NO. SCTA10021-A1 BETWEEN THE SONOMA COUNTY TRANS PORTATIONAUTHORITY AND 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); o Reconfigure on. and off ramps at Old Redwood Highway, but maintain Partial Clover configuration; o Signalize Old Redwood Highway ramp intersections; ® Provide ramp metering at all four on -ramps; e 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. Cooperative Funding Agreement No. SCTA10021 - EXHIBIT A 12 COOPERATIVE FUNDING AGREEMENT NO. SCTA10021=A1 BETWEEN, THE SONOMA COUNTY TRANSPORTATION: AUTHORITY AND EXHIBIT B PROJECT FINANCIAL PLAN Table B-1: Proiect Cost Estimate'bv Program and Development Phase Project Phase PAED PS&E ROW SUP ROW CAP CON SUP CON CAP TOTAL Old Redwood Interchange —, LSP Program . Estimate. Percent $ 385,000 100% .$ 2,600000, ,81% $ 133,0,00 19% $' 1,111000 20% $ 3,300,Q00' 81% $ 21,798,000' .81% $ 29,327,000 72% Central Highway, 101 Program Project Estimate Percent PS -&E Estimate $ = 0% $ 385,000 $ 600,000 19% $ 3,200,000 $ 567;b00 81% $ 700,000 $ 4,515,000. 80% $ 5,626,000 $ 7501000 199/6 I $ 4,050,000 $ 5,000;0OQ 19% $ 26,798,000 $ 11,4320000_ 28% $ 40,759,000 Table 13-2: Funding Plan'by Fund Source and Development Phase (Funds in Thousands) FUND PAED PS -&E ROW ROW CON CON TOTAL SOURCE SUP CA_ P SUP CAP CITY $385 $31,200 $ 0 $ 0 $ 405 $12,539 $16,529 (100%) (10,0%) (0%) (0%) (1.0.0%) (46.8%) Measure M $ 0 $ 0 $ 0 $' 0 $3,645 $ 6,355 $10,000 (LSP) ' (0%) (0%) (0%) (0%) (90.0%) (23.7%) Measure M $ 0 $ 0 $700 $5,626 I $ 0 $ 3,295 $9,621 (101) (00/0) (0%) (100%) (1000/0) (0%) (12.3%) SLPP $ 0 $ 0 $ 0 $ 0 $ 0 $ 2,798 $ 2,798 LS'P (0%) (0%) (0% o) (0%) .(0%) (10.4%) SLPP $ 0. $ 0 $ 0 $ 0 $ 0 S 1.,811 $ 1,811 1.0:1, swap (0%) (0%) (0%) I (0,% o) (0%) (0-^) TOTAL' $385 $700 $5,626 $4,050 $26;798 $40,759 (1000/0) _'$3,200 (100%) (100%) (too%) (100%) (100%) Note: Measure M funding,for ROW CAP of $1;048;000 is for off-site Environmental Mitigation. 'Caltrans is implementing agency for. wetland mitigation ($548,000). SCTA is implementing agency for other off --site mitigation ($500,000). Cooperative Funding Agreement No. SCTA10021 - Exhibit B 13 COOPERATIVE FUNDINGAGREEMENT'NO. SCTA10021-A1 " BETWEEN C THE SONOMA COUNTY TRANSPORTATION AUTHORITY AND EXHIBIT C PROJECT SCHEDULE Project Development Phase Begin End Environmental (re-validbtion of EIS/EIR) _ Mar'2009, Sep 2009 Design (PS&'E) ' Mar 2009 Jun 2012 Right of Way Acquisition (ROW) Sep 2009 Jun 2012 Advertise, Award, Approve. (AAA) Jul 2012 Oct 2012 Construction' (GON) Oct 2012 Dec 2014 Cooperative Funding Agreement No. SCTA10021 - Exhibit C 14 COOPERATIVE FUNDING AGREEMENT NO..,S,CTA10021-AI BETWEEN THE SONOMA COUNTY TRANSPORTATIONAUTHORITY o , AND EXHIBIT D RESPONSIBILITIES OF THE PARTIES Table D-1: Additional Cootperative Agreements between Parties by Development Phase Project Activity Cooperative Agreement Caltrans Authority 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 Construction -.Support X X Construction Capital X X Table D-2: Responsible .Iinolementinsz Aaencv by Development Phase Project Activity Implementing Agency 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 X Advertise, Award, Approve (AAA) X Construction Support X Construction Capital X Cooperative Funding Agreement No. SCTA 10021 -Exhibit D 15 t� ATTACHMENT 3 COOPERATIVE, FUNDING AGREEMENT NO, S.CTA 1"0021 ..BETWEEN THE, SONOMA COUNTY TRANSPORTATION AUTHORITY AND CITY OF PETAL, UMA This Agreement. is made and.eritered into as,of lvau 11 20'1 0 , ZeM ("Effective Date") by and between the City of Petaluma hefeinafter referred to as "CITY" and the SONOMA COUNTY TRANSPORTATION A:UTHORITY'hereinafter referred to as "AUTHORITY." RECITALS 1. AUTHORITY adopted that certain 2007 Strategic Plan that sets forth AUTHORITY's program, and;proj'ect implementation policies with regard .to the use of funds .provided under the 2004 Traff c Relief Act for Sonoma County Expenditure Plan and Ordinance approved by the voters of Sonoma County on November 2, 2004 (hereinafter referred Was "Measure M"). The 2007 Strategic�Plan:as such plan may be amended from 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 defmne'a framework to enable the two parties to work cooperativelyJn developing transportation improvements on the Highway 101 - Old Redwood Highway Interchange in Sonoma County (hereinafter referred to as "Old Redwood Interchange Program 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 Rohnert Park'Expressway (hereinafter referred to as "Central Highway, 10.1, Progtai rn Improvements"). The combined project is more particularly described in Exhibit,A to, -,this Agreement (hereinafter referred to as the "Project"). 4. AUTHORITY and CITYdesire to re-validatelhe Environmental Assessment/Final,Enviromnental 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. 5. AUTHORITYand 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. ,(-f-1002-1 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 iii Local Street Project'(LSP), rograrn funding and $11,630,000 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, AUTHORITY 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 thezfinancial plan (Exhibit B) and schedule (Exhibit C). 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 .C'ooperative 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 $1,20:0,000 within 30 -calendar days of receipt of invoice for advance construction deposit. 6..ProRress-Pavmerits; 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 .S'tates ,the. State of California, the County, and with all applicable regulations promulgated by.federal, state, regional, or local administrative and regulatory agencies, Cooperative Funding Agreement No. S C1'K160 M City of Petaluma Page 2 of 11 17 now Iii 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,completionof the Project, or earlier discharge of the Agreement, CITY shall make available to AUTHORITY all records relating to expenses incurred in performance of this Agre"emenL 9. Notice of Audit. To provide timely notice, to.AUTHOI2ITY if an audit is to be conducted. SECTION H 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 q'uality,assurance, oversight, and project management isnot considered a Project cost that_ is,co_ vered by this agreement and is not included in the Project Plan. 2. SLPP Fundiniz. 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 agreements) 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 :(C ON) 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. Pro ares& Payments; To promptly invoice CITY for CITY's share of all construction progressipaymenis 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. <361R 100% City of Petaluma Page 3 of ] l 18 7.. Reconcile Construction Payments.,; After-receiptof final, Construction accounting from Caltrans, AUTH®RITY will invoice or refund as necessary in order to satisfy the obligation of this agreement. 8. Comoliance with Laws. With regard to administering and completing the AUTHOR.ITY'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 Projector 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. 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 Agreernent.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. S(_-TWJD02,1 City of Petaluma Page 4 of ] I 19 3(b), except that.'the canQelingsparty also'retains any rerhedy�f6i , bf6ach of the whole contractor any, unperformed balance. b. By mutual' consent of both parties, this Agreement may belerminated at any. time. C. This agreement maybe cancelled by either party by -no fault of'either party if SLPP funding is not available, in accordance with the Project -Plan. 4. Indemnity. Neith6i CITY'nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anyihingdone 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 fally,defendi indemnify, and save I harmless CITY and all ofits,.6fficers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, but -not, limited to, tortious, contractual, inversecondemnation, 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 employee thereof isrqsponsible for any injury, damage, or liability occurring by'rdason 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 thdtl 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 omitt.ed`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 whenrec'emd, 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 Mareng * o, Director of Public Works 11. English Street Petaluma, CA 94952 vmarengo@ci.petaluma'.ca.us To AUTHORITY. Exqcu,, tive 'Director Sonoma County Transportation Authority 49,0"Me i ndocino Avenue, Suite 206 Santa Rosa, CA 95401 (707) 565-5373 suzsmith@sctainfo.org Cooperative Funding Agreement No. SCTA10021 City of Petaluma Page 5 of 11 20 Y 6. Additional Acts and Documents.. Each: party agrees to do ,all such things and take all such actions, and to make; execute a.nd.deliver.such other documents -and instruments, as shaltbe reasonably requested to carry out the provisions, intent and purpose of the Agreement. 7. Integration. This Agreementrepresents the`eptire 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 part_ ies hereto, and any attempt at oral modification of this Agreement shall be void and of no effect. 9. Independent Agencies. CITY renders its service's under this Agreement as an independent agency. None Tof 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. Severabilitv. 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, n 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 salestax •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 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 Agreernent:shallbe 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'Agreernent No. SCTh 100 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;laking into consideration all the obligations, dfAUTH01UTY•und'er,,all outstanding.contracts, agreements to other obligations of AUTHOIRI-TY, of funds for such purposes. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. CITY OF f1'c SONOMA COUNTY City Manager ATTEST: By:� omw City Clerk APPROV TO LEGAL FORM. FOR CI By: City Attorney PROVED:% Department Director APPROVED: 'sk Mara r I P APPROVED: Finance Director TRANSPORTATION AUTHORITY By: 'SCTA Chair APPROVED AS TO SUBSTANCE: By: Executive Director By:/1/� Legal Counsel Authority Cooperative Funding Agreement No. SLS', OnI City of Petaluma Page 7 of 11 22 COOPERATIVE FUNDING AGREEMENT -NO., S M IDOZI BETM?EEN , TIDE SONOMA COUNTY TRANSPORTATION AUTHORITY AND CITY OF PETALUMA EMMIT A DESCRIPTION OF THE'PROJECT 9 ® 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; ® Signalize Old Redwood.Highway ramp intersections; . ® Provide ramp metering at all four on -ramps; ® Construct the portion of the Central Highway 101 Projectsoundwall 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. SCMl002.1 City of Petaluma Page 8 of 11 23 COOPERATIVE FUNDING AGREEMENT NO. BETWEEN', { THE SONOMA COUNTY TRANSPORTATION AUTHORITY AND CITY OF PETALUMA EX>EIIBIT B PROJECT FINANCIAL PLAN Table 13-1.:. Project Cost Estimate by Program and,Development Phase Table 13-2: Fundin'a.Plan by Fund Source and Development` Phase (Funds in Thousands) FUND Old Redwood Central - Highway 161 ROW Project Interchange — LSP Program J SOURCE Project Phase _Program I CAP SUP CAP Estimate Percent Estimate Percent � Estimate PAED $ 600,000 1 100% 1 . $, 0 J 0% I $ 600,000 I' PS&E $ 2-;200;000 81% $ _ 500000; j 19% $ 2,700,000 ROW SUP $, 1:10;0.00 19% $ 48`0;000_ 81% $ 590,000 ROW CAP J $ 1,95056001 28% 1 $ 4,800,000 1 72% 1 $ 6;650,000 1 CON SUP $ ..3,300,000 1 81%. $ 750,000 1 190/, $ 4,050,000 I, CON CAP i $22,00.0;000, 81%. 1 $ 5,000,000 1, 19% 1 $27,000,000 TOTAL $309060,000 72% $111,530,0001 10% , $41,590,000 Table 13-2: Fundin'a.Plan by Fund Source and Development` Phase (Funds in Thousands) FUND PAED PS&E ROW ROW CON CON TOTAL J SOURCE J SMTP I CAP SUP CAP $600' $2,700 $ 0 $ 0 $ 0. $13,760 $17,060 JCITY (1009/0) (100%) (0%) I (0%) (0%) (51.0%) - - Measure M $ 0$; 0. $ 0 I $ 0. $4;050 $ 5,950 I $10,000 (LSP) I (0%) ` (0,%0) (0%) (Q%) .' . (100% o) (22.01,) Measure MI $ 0. .$ 0 $590 $6,650 $ 0 $ 4,290 $11,530 (101) I (0% „ (0%) (100% I (100%) (0%) (15.9%)' SLPP $ 0 $ 0 $ ' 0 $ 0 $ 0 $ 3,000 $ 3,000 (0%) (00/0) (0%) (0%)' (0%) (11.1%) TOTAL $600 $2,700 $590 $6;650- $4,050 $27;000 1 $41,590 1100"/0) (100"/0) (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. Cooperative Funding Agreement No. ,�GMta 0; City of Petaluma Exhibit B Page 9 of 11 24 COOPE1tATIVE, FUNDING AGREEMENT NO BET@VEEN THE SONOMA COUNTY TRANSPORTATION AUTHORITY AND CITY OF PETALUMA EXHIBIT C PROJECT SCHEDULE' Project Development Phase Begin_ _ End . Environmental (re. -validation: of EIS/EIR) Mar 2009 _ Sep 2009 Design (PS&E) Mar 2009 Mar 2011 Right,_of Way Acquisition. (ROW,) Sep.2009 Mar 2011 `Advertise; Award, Approye'(AAA) Mar 201;1 Sep 2011 '1 Construction' (CON) Sep'2011 Dec 2013 Exhibit C , Cooperative Funding Agreement No. --sti-mooz City of Petaluma Page 10 of 11 25 COOPERATIVE FUNDING' AGREEMENT NO.- GU0100z I ,BETWEEN THE SONOMA COUNTY TRANSPORTATION AUTHORITY AND CITY OF PETAJLUMA EXHIBIT D RESPONSIBILITIES OF THE,PARTTES Table D-1: Additional -Cooperative Agreements between Parties by Development Phase Project.Activity Cooperative Agreement Caltrans j Authority I City Environmental (PAEO) X X I ,Design (PS&E) _ X X Right of Way Engineering'and Support X X Right, of Way Capital.' X X Advertise, Award, Approve (AAA) I X I X I Construction Support,"` I X I X Construction Capital X I X Table D-2: Resoonsibl''e Implementing Aizency bv, Development Phase Project Activity Implementing Agency Caltrans Authority City i 'Environmental (PAEO). X Design' (PS&E) I I I X Right of Way Engineering and'Support I X Right of Way Capital (Utilities and Acquisition) X Right of Way Capital (Off Site Environmental I I Mitigation) X I. Advertise, Award; Approve -(AAA) X Construction'Support X Construction Capital. X Cooperative Funding Agreement No. � nil �OL� City of Petaluma Exhibit D Page 1 1 of" l 26 Resolution No: 2009=125. ,.C.S. of the City of Petaluma,Califormia ' AUTHOMIZING" H9 CITY MANAGER'i'O EXECUTE A COOPERATIVEAGREEMENT BETWEEN THE CITY AND SCTA FOR DELIVERY OF PROJECT APPROVAL/ENVIRO.NMENTAL DOCUMENT (PA/ED),;;PLANS,,SPIECIF♦ICAT-IONS AND ESTIMATES (PME), RIGHT -®F -WAY ACQUISTi'ION AND CONSTRUCTION OF THE OLD REDWOOID HIGHWAY INTERCHANGE PROJECT (PROJECT C00501304) WHEREAS, at_its'meeting of June 1.8, 2007, the Petaluma Community Development Commission authorized allocation. of $15.1M 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 PANED and PS&E, right-of-way acquisition, arid construction must be executed between theCity 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 1 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 3`d day of August, 2009, by the -following vote-- AYES: oter AYES: Vice Mayor Barrett, Glass, Rabbitt, Renee, Mayor Torliatt NOES: None ABSENT: Harris, Healy ABSTAIN: None ATTEST: City Clerk v Ap rov d as to f . Attorney t � N/ayor Resolution No. 2009-125 N.C.S. Page 1 27