HomeMy WebLinkAboutResolution 2009-082 N.C.S. 06/15/2009r
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Resolution No. 2009-082 N.C.S.
of the City of Petaluma, California
AUTHORIZING THE CITY MANAGER TO ADVANCE THE FY 09-10 CAPITAL
IMPROVEMENT PROGRAM (CIP) PCDC FUNDING ALLOCATION OF $1M TO FY
08-09 AND TO EXECUTE A COOPERATIVE AGREEMENT BETWEEN THE CITY
AND CALTRANS IN AN AMOUNT NOT TO EXCEED $3.283M FOR DELIVERY OF
PROJECT APPROVAL/ENVIRONMENTAL DOCUMENT (PA/ED) AND PLANS,
SPECIFICATIONS AND ESTIMATES (PS&E) FOR THE OLD REDWOOD HIGHWAY
INTERCHANGE PROJECT (PROJECT C501304)
WHEREAS, the City of Petaluma wishes to advance the FY 09-10 Capital Improvement
Program (CIP) PCDC funding allocation of $1 M and to proceed with the delivery of project
approval/environmental document (PA/ED) and plans, specifications and estimates (PS&E) for
the Old Redwood Highway Interchange Project component of the Central B Project; and,
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), PA/ED,
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 PALED and PS&E
must be executed between the City of Petaluma and the California Department of Transportation.
NOW, THEREFORE, BE IT RESOLVED, that the Petaluma City Council authorizes
the City Manager to advance the FY 09-10 Capital Improvement Program (CIP) PCDC Funding
Allocation of $1 M to FY 08-09 and to execute the Cooperative Agreement between the City of
Petaluma and the California Department of Transportation, attached to this resolution as Exhibit
Resolution No. 2009-082 N.C.S. Page i
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 Charter of said City.
REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the ~ppr~ived s to
Council of the City of Petaluma at a Regular meeting on the 1 ~`~ day of June, 2009, {!f'~or
by the following vote:
AYES: Vice Mayor Barrett, Glass, Harris, Healy, Rabbitt, Renee, Mayor'I'orliatt
NOES: None
ABSENT: None
ABSTAIN: None
ATTEST:
City Clerk
ty
Resolution No. 2009-082 N.C.S. Page 2
EX~11~11' A T'® 9~ES®LQJTI®IV
COOPERATIVE AGREEMENT
This agreement, effective on , is between the State of California, acting
through its Department of Transportation, referred to as CALTRANS, and:
City of Petaluma, a body politic and municipal corporation or chartered city of the State of California,
referred to as CITY.
RF(''iTAi,S
CALTRANS and CITY, collectively referred to as PARTNERS, are authorized to enter into a
cooperative agreement for improvements within the SHS right of way per Streets and Highways Code
sections 114 and/or 130.
2. WORK completed under this agreement contributes toward the reconstruction of an Old Redwood
Highway interchange located along US101 in the City of Petaluma, referred to as PROJECT.
3. PARTNERS will cooperate to PA&ED and PS&E phases.
4. There are no prior PROJECT-related cooperative agreements.
No PROJECT deliverables have been completed prior to this agreement.
6. The estimated date for COMPLETION OF WORK is June 30, 2012.
7. PARTNERS now define in this agreement the terms and conditions under which they will accomplish
WORK.
DEFINITIONS
CALTRANS STANDARDS - CALTRANS policies and procedures, including, but not limited to, the
guidance provided in the Guide to Capital Project Delivery Workplan Standards (previously known as WBS
Guide) available at http://dot.ca. ov.
CEQA -The California Environmental Quality Act (California Public Resources Code, sections 21000 et seq.)
that. requires State and local agencies to identify the significant environmental impacts of their actions and to
avoid or mitigate those significant impacts, if feasible.
COMPLETION OF WORK -All PARTNERS have met all scope, cost, and schedule commitments included
in this agreement and have signed a COOPERATIVE AGREEMENT CLOSURE STATEMENT.
COOPERATIVE AGREEMENT CLOSURE STATEMENT - A document signed by PARTNERS that
verifies the completion of all scope, cost, and schedule commitments included in this agreement.
Resolution No. 2009-082 N.C.S. Page 3
FHWA -Federal Highway Administration.
F'I-IWA STANDARDS -FHWA regulations, policies and procedures, including, but not limited to, the
guidance provided at http://www.fhwa.dot.a~ov/programs.html.
FUNDING PARTNER - A partner who commits a defined dollar amount to WORK.
FUNDING SUMMARY -The table in which PARTNERS designate funding sources, types of funds, and the
project components in which the funds are to be spent. Funds listed on the FUNDING SUMMARY are "not-to-
exceed" amounts for each FUNDING PARTNER.
IIM-1 -Hazardous material (including, but not limited to, hazardous waste) that may require removal and
disposal pursuant to federal or state law whether it is disturbed by PROJECT or not.
1FIM-2 -Hazardous material (including, but not limited to, hazardous waste) that may require removal and
disposal pursuant to federal or state law only if disturbed by PROJECT.
IIM MANAGEMENT ACTIVITIES -Management activities related to either HM-1 or HM-2 including,
without limitation, any necessary manifest requirements and disposal facility designations.
IMPLEMENTING AGENCY -The partner responsible for managing the scope, cost, and schedule of a
project component to ensure the completion of that component.
I12A -Independent Quality Assurance -Ensuring that IMPLEMENTING AGENCY'S quality assurance
activities result in WORK being developed in accordance with the applicable standards and within an
established Quality Management Plan. IQA does not include any work necessary to actually develop or deliver
WORK or any validation by verifying or rechecking work performed by another partner.
NEPA -The National Environmental Policy Act of 1969 that establishes a national policy for the environment
and a process to disclose the adverse impacts of projects with a federal nexus.
PA&ED (Project Approval and Environmental Document) -The project component that includes the
activities required to deliver the project approval and environmental documentation for PROJECT.
PARTNERS -The term that collectively references all of the signatory agencies to this agreement. This term
only describes the relationship between these agencies to work together to achieve a mutually beneficial goal. It
is not used in the traditional legal sense in which one partner's individual actions legally bind the other partners.
PR®JECT MANAGEMENT PLAN - A group of documents used to guide a project's execution and control
throughout the project's lifecycle.
PS&E (Plans, Specifications, and Estimates) -The project component that includes the activities required to
deliver the plans, specifications, and estimates for PROJECT.
R/W (Right of Way) -The project component that includes the activities required to deliver the right of way
for PROJECT.
Resolution No. 2009-082 N.C.S. Page 4
SAFETEA-LU -The Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users,
signed into federal law on August 10, 2005.
SCOPE SUMMARY -The table in which PARTNERS designate their commitment to specific scope activities
within each project component as outlined by the Guide to Capital Project Delivery Workplan Standards
(previously known as WBS Guide) available at http://dot.ca.gov.
SITS -State Highway System.
SPONSOR(S) -The partner that accepts the obligation to secure financial resources to fully fund WORK. This
includes any additional funds beyond those committed in this agreement necessary to complete the full scope of
WORK defined in this agreement or settle claims.
WORK -All scope and cost commitments included in this agreement.
RESPONSIBILITIES
CITY is CO-SPONSOR for all WORK.
9. CALTRANS is CO-SPONSOR for all WORK
10. CITY is the only FUNDING PARTNER for this agreement. CITY's funding commitment is defined in
the FUNDING SUMMARY.
11. CITY is IMPLEMENTING AGENCY for PA&ED and PS&E.
SCOPE
Scope: General.
12. All WORK will be performed in accordance with federal and California laws, regulations, and
standards.
All WORK will be performed in accordance with FHWA STANDARDS and CALTRANS
STANDARDS.
13. IMPLEMENTING AGENCY for a project component will provide a Quality Management Plan for that
component as part of the PROJECT MANAGEMENT PLAN.
14. CALTRANS will provide IQA for the portions of WORK within existing and proposed SHS right of
way. CALTRANS retains the right to reject noncompliant WORK, protect public safety, preserve
property rights, and ensure that all WORK is in the best interest of the SHS.
Resolution No. 2009-082 N.C.S. Page 5
15. CITY may provide IQA for the portions of WORK outside existing and proposed SHS right of way.
16. PARTNERS may, at their own expense, have a representative observe any scope, cost, or schedule
commitments performed by another partner. Observation does not constitute authority over those
commitments.
17. Each partner will ensure that all of their personnel participating in WORK are appropriately qualified to
perform the tasks assigned to them.
18. PARTNERS will invite each other to participate in the selection and retention of any consultants who
participate in WORK.
19. PARTNERS will conform to sections 1720 - 1815 of the California Labor Code and all applicable
regulations and coverage determinations issued by the Director of Industrial Relations if PROJECT
work is done under contract (not completed by a partner's own employees) and is governed by the Labor
Code's definition of a "public work" (section 1720(a)(1)).
PARTNERS will include wage requirements in all contracts for "public work" and will require their
contractors and consultants to include prevailing wage requirements in all agreement-funded
subcontracts for "public work".
20. IMPLEMENTING AGENCY for each project component included in this agreement will be available to
help resolve WORK-related problems generated by that component for the entire duration of PROJECT.
21. CALTRANS will issue, upon proper application, at no cost, the encroachment permits required for
WORK within SHS right of way.
Contractors and/or agents, and utility owners will not perform WORK without an encroachment permit
issued in their name.
22. If unanticipated cultural, archaeological, paleontological, or other protected resources are discovered
during WORK, all work in that area will stop until a qualified professional can evaluate the nature and
significance of the discovery and a plan is approved for its removal or protection.
23. All administrative draft and. administrative final reports, studies, materials, and documentation relied
upon, produced, created, or utilized for PROJECT will be held in confidence pursuant to Government
Code section 6254.5(e).
PARTNERS will not distribute, release, or share said documents with anyone other than employees,
agents, and consultants who require access to complete WORK without the written consent of the
partner authorized to release them, unless required or authorized to do so by law.
24. If any partner receives a public records request, pertaining to WORK under this agreement, that partner
will notify PARTNERS within five (5) working days of receipt and make PARTNERS aware of any
transferred public documents.
25. If HM-1 or HM-2 is found during WORK, IMPLEMENTING AGENCY for the project component
during which it is found will immediately notify PARTNERS.
Resolution No. 2009-082 N.C.S. Page 6
26. CALTRANS, independent of PROJECT, is responsible for any HM-1 found within existing SHS right
of way. CALTRANS will undertake HM-1 MANAGEMENT ACTIVITIES with minimum impact to
PROJECT schedule.
27. If HM-1 is found outside existing SHS right of way, responsibility for such HM-! Rests with the
owner(s) of the parcel(s) on which the HM-! Is found. CITY, in concert with the local agency having
land use jurisdiction over the parcel(s) will ensure that HM-1 MANAGEMENT ACTIVITIES are
undertaken with minimum impact to PROJECT schedule.
28. If HM-2 is found within PROJECT limits, the public agency responsible for the advertisement, award,
and administration (AAA) of the PROJECT construction contract will be responsible for HM-2
MANAGEMENT ACTIVITIES.
29. CALTRANS' acquisition or acceptance of title to any property on which any HM-1 or HM-2 is found
will proceed in accordance with CALTRANS' policy on such acquisition.
30. PARTNERS will comply with all of the commitments and conditions set forth in the environmental
documentation, environmental permits, approvals, and applicable agreements as those commitments and
conditions apply to each partner's responsibilities in this agreement.
31. IMPLEMENTING AGENCY for each project component will furnish PARTNERS with written
monthly progress reports during the implementation of WORK in that component.
32. Upon COMPLETION OF WORK, ownership and title to all materials and equipment constructed or
installed as part of WORK within SHS right of way become the property of CALTRANS.
33. IMPLEMENTING AGENCY for a project component may accept, reject, compromise, settle, or litigate
claims of any non-agreement parties hired to do WORK in that component.
34. PARTNERS will confer on any claim that may affect WORK or PARTNERS' liability or responsibility
under this agreement in order to retain resolution possibilities for potential future claims. No partner
shall prejudice the rights of another partner until after PARTNERS confer on claim.
35. PARTNERS will maintain and make available to each other all WORK-related documents, including
financial data, during the term of this agreement and retain those records for four (4) years from the date
of termination or COMPLETION OF WORK, or three (3) years from the date of final federal voucher,
whichever is later.
CALTRANS, the State auditor, FHWA, and CITY will have access to all WORK-related records of
each partner for audit, examination, excerpt, or transaction.
The examination of any records will take place in the offices and locations where said records are
generated and/or stored and will be accomplished during reasonable hours of operation.
The audited partner will review the preliminary audit, findings, and recommendations, and provide
written comments within 60 calendar days of receipt.
Resolution No. 2009-082 N.C.S. Page 7
Any audit dispute not resolved by PARTNERS is subject to dispute resolution. Any costs arising out of
the dispute resolution process will be paid within 30 calendar days of the final audit or dispute resolution
findings.
36. PARTNERS consent to service of process by mailing copies by registered or certified mail, postage
prepaid. Such service becomes effective 30 calendar days after mailing. However, nothing in this
agreement affects PARTNERS' rights to serve process in any other matter permitted by law.
37. PARTNERS will not incur costs beyond the funding commitments in this agreement. If
IMPLEMENTING AGENCY anticipates that funding for WORK will be insufficient to complete
WORK, SPONSOR(S) will seek out additional funds and PARTNERS will amend this agreement.
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39
40. As the NEPA lead agency, CALTRANS will coordinate and obtain any of the following federal resource
agency permits, agreements, and/or approvals: U.S. Army Corps of Engineers Permit (404), U.S. Forest
Service Permit(s), U.S. Coast Guard Permit and U.S. Fish and Wildlife Service approval which are
required for PROJECT.
41. CALTRANS will coordinate and obtain the following non-federal resource agency permits, agreements,
and/or approvals:, Department of Fish and Game 1600 Agreement(s), Coastal Zone Development
Permit, Waste Discharge (NPDES) Permit, Regional Water Quality Control Board 401 Permit, and any
other non-federal resource agency permits, agreements and/or approval which are required for
PROJECT.
42. CITY will, prepare any required federal resource agency permits, agreements and/or approvals for
PROJECT. CITY will submit all said applications to CALTRANS for review, comment and approval.
CALTRANS will submit the final applications to the appropriate federal resource agencies.
43. CITY will prepare any required non-federal resource agency permits, agreements and/or approvals for
PROJECT. CITY will submit all said applications to CALTRANS for review, comment and approval.
CALTRANS will submit the final applications to the appropriate non-federal resource agencies.
44. CALTRANS will implement all federal and non-federal resource agency permits; agreements, and/or
approvals for PROJECT.
45. Each partner accepts responsibility to complete the activities that they selected on the SCOPE
SUMMARY. Activities marked with "N/A" on the SCOPE SUMMARY are not included in the scope of
this agreement.
Resolution No. 2009-082 N.C.S. Page 8
Scope: Project Approval and Environmental Document (PA&ED)
46. CALTRANS is the CEQA lead agency. CALTRANS will determine the type of environmental
documentation required and will cause that documentation to be prepared.
47. All partners involved in the preparation of CEQA environmental documentation will follow the
CALTRANS STANDARDS that apply to the CEQA process including, but not limited to, the guidance
provided in the Standard Environmental Reference available at www.dot.ca.gov/ser.
48. CALTRANS is the NEPA lead agency pursuant to SAFETEA-LU Section 6004 and/or 6005.
CALTRANS will assume responsibility for NEPA compliance and will prepare any needed NEPA
environmental documentation or will cause that documentation to be prepared.
49. All partners involved in the preparation of NEPA environmental documentation will follow FHWA
STANDARDS that apply to the NEPA process including, but not limited to, the guidance provided in
the FHWA Environmental Guidebook available at www.fhwa.dot.gov/hep/index.htm.
50. CITY will prepare the appropriate environmental documentation to meet CEQA requirements.
51. CITY will prepare the appropriate NEPA environmental documentation to meet NEPA requirements.
52. Any partner preparing any portion of the CEQA environmental documentation, including any studies
and reports, will submit that portion of the documentation to the CEQA lead agency for review,
comment, acid approval at appropriate stages of development prior to public availability.
53. Any partner preparing any portion of the NEPA environmental documentation (including, but not
limited to, studies, reports, public notices, and public meeting materials, determinations, administrative'
drafts, and final environmental documents) will submit that portion of the documentation to
CALTRANS for CALTRANS' review, comment, and approval prior to public availability.
54. CITY will prepare, publicize and circulate all CEQA-related public notices and will submit said notices
to the CEQA lead agency for review, comment, and approval prior to publication and circulation.
55. CITY will prepare, publicize, and circulate all NEPA-related public notices, except Federal Register
notices. CITY will submit all notices to CALTRANS for CALTRANS' review, comment, .and approval
prior to publication and circulation.
CALTRANS will work with the appropriate federal agency to publish notices in the Federal Register.
56. The CEQA lead agency will attend all CEQA-related public meetings.
57. CITY will plan, schedule, prepare materials for, and host all CEQA-related public meetings and will
submit all materials to the CEQA lead agency for review, comment, and approval at least 10 working
days prior to the public meeting date.
58. The NEPA lead agency will attend all NEPA-related public meetings.
Resolution No. 2009-082 N.C.S. Page 9
59. CITY will plan, schedule, prepare materials .for, and host all NEPA-related public meetings. CITY will
submit all materials to CALTRANS for CALTRANS' review, comment, and approval at least 10
working days prior to the public meeting date.
60. If a partner who is not the CEQA or NEPA lead agency holds a public meeting about PROJECT, that
partner must clearly state their role in PROJECT and the identity of the CEQA and NEPA lead agencies
on all meeting publications. All meeting publications must also inform the attendees that public
comments collected at the meetings are not part of the CEQA or NEPA public review process.
That partner will submit all meeting advertisements, agendas, exhibits, handouts, and materials to the
appropriate lead agency for review, comment, and approval at least 10 working days prior to publication
or use. If that partner makes any changes to the materials, that partner will allow the appropriate lead
agency to review, comment on, and approve those changes three (3) working days prior to the public
meeting date.
The CEQA lead agency maintains final editorial control with respect to text or graphics that could lead
to public confusion over CEQA-related roles and responsibilities. The NEPA lead agency has final
approval authority with respect to text or graphics that could lead to public confusion over NEPA-
related roles and responsibilities.
61. The partner preparing the environmental documentation, including the studies and reports, will ensure
that qualified personnel remain available to help resolve environmental issues and perform any
necessary work to ensure that PROJECT remains in environmental compliance.
Scope: Plans, Specifications, and Estimates (PS&E)
62. CITY will ensure that the engineering firm preparing the plans, specifications, and estimates will not be
employed by or under contract to the PROJECT construction contractor.
CITY will not employ the engineering firm preparing the plans, specifications, and estimates for
construction management of PROJECT.
However, CITY may retain the engineering firm during CONSTRUCTION to check shop drawings, do
soil foundation tests, test construction materials, and perform construction surveys.
63. CITY will identify and locate all utility facilities within PROJECT area as part of PS&E responsibilities.
All utility facilities not relocated or removed in advance of construction will be identified on the plans,
specifications, and estimate for PROJECT.
64. CITY will make all necessary arrangements with utility owners for the timely accommodation,
protection, relocation, or removal of any existing utility facilities that conflict with construction of
PROJECT or that violate CALTRANS' encroachment policy.
Resolution No. 2009-082 N.C.S. Page 10
65. The responsibility to advertise, open bids, award, and approve the construction contract will be handled
outside the commitments of this agreement. However, CITY and CALTRANS have agreed that when
AAA is necessary, CALTRANS will perform those duties.
66. CITY acknowledges that activity 3.260 will be performed by CALTRANS. In order for CALTRANS to
perform AAA in the future, the PS&E package must be reviewed and approved by CALTRANS District
and HQ Office Engineers prior to advertisement, which includes all the duties listed in the SCOPE
SUMMARY under activity 3.260.
67. CITY will ensure that the consultant who prepared the PS&E package will remain available to address
all comments generated during the performance of activity 3.260
COST
Cost: General
68. SPONSOR(S) will secure funds for all WORK including any additional funds beyond the FUNDING
PARTNERS' existing commitments in this agreement. Any change to the funding commitments
outlined in this agreement requires an amendment to this agreement.
69. The cost of any awards, judgments, or settlements generated by WORK is a WORK cost.
70. CALTRANS, independent of PROJECT, will pay all costs for HM MANAGEMENT ACTIVITIES
related to HM-1 found within existing SHS right of way.
71. Independent of PROJECT, all costs for HM MANAGEMENT ACTIVITIES related to any HM-1 found
outside of existing SHS right of way will be the responsibility of the owner(s) of the parcel(s) where the
HM-1 is located.
72. HM MANAGEMENT ACTIVITIES costs related to HM-2 are a PROJECT CONSTRUCTION cost.
73. The cost of coordinating, obtaining, complying with, implementing, and if necessary renewing and
amending resource .agency permits, agreements, and/or approvals is a WORK cost.
74. The cost to comply with and implement the commitments set forth in the environmental documentation
is a WORK cost.
75. The cost to ensure that PROJECT remains in environmental compliance is a WORK cost.
76. The cost of any legal challenges to the CEQA or NEPA environmental process or documentation is a
WORK cost.
77. Independent of WORK costs, CALTRANS will fund the cost of its own IQA for WORK done within
existing or proposed future SHS right of way.
78. Independent of WORK costs,. CITY will fund the cost of its own IQA for WORK done outside existing
or proposed future SHS right of way.
Resolution No. 2009-082 N.C.S. Page I 1
79. Fines, interest, or penalties levied against any partner will be paid, independent of WORK costs, by the
partner whose actions or lack of action caused the levy. That partner will indemnify and defend all other
partners.
80. The cost to place PROJECT right of way in a safe and operable condition and meet all environmental
commitments is a WORK cost.
81. Because IMPLEMENTING AGENCY is responsible for managing the scope, cost; and schedule of a
project component, if there are insufficient funds available in this agreement to place the right of way in
a safe and operable condition, the appropriate IMPLEMENTING AGENCY accepts responsibility to
fund these activities until such time as PARTNERS amend this agreement.
That IMPLEMENTING AGENCY may request reimbursement for these costs during the amendment
process.
82. If there are insufficient .funds in this agreement to implement applicable commitments and conditions
included in the PROJECT environmental documentation, permits; agreements, and/or approvals that are
in effect at a time that WORK stops, the partner implementing the commitments or conditions accepts
responsibility to fund these activities until such time are PARTNERS amend this agreement.
That partner may request reimbursement for these costs during the amendment process.
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84. FUNDING PARTNERS accept responsibility to provide the funds identified on the FUNDING
SUMMARY.
85. SPONSOR(S) accepts responsibility to ensure full funding for the identified scope of work.
Cost: Project Approval.. and Environmental Document (PA&ED)
86. The cost to prepare, publicizes, and circulate all CEQA and NEPA-related public notices is a WORK
cost.
87. The cost to plan, schedule, prepare, materials for, and host all CEQA and NEPA-related public hearings
is a WORK cost.
Cost: Plans, Specifications, and Estimates (PS&E)
88. The cost to positively identify and locate, protect, relocate, or remove any utility facilities whether inside
or outside SHS right of way will be determined in accordance with federal and state laws and
regulations, and CALTRANS' policies, procedures, standards, practices and applicable agreements
including, but not limited to, Freeway Master Contracts.
Resolution No. 2009-082 N.C.S. Page ]2
SCHEDULE
89. PARTNERS will manage the schedule for WORK through the work plan included in the PROJECT
MANAGEMENT PLAN.
GENERAL CONDI'>cIONS
90. This agreement will be understood in accordance with and governed by the Constitution and laws of the
State of California. This agreement will be enforceable in the State of California. Any legal action
arising from this agreement will be filed and maintained in the Superior Court of the county in which the
CALTRANS district office signatory to this agreement resides.
91. All obligations of CALTRANS under the terms of this agreement are subject to the appropriation of
resources by the Legislature, the State Budget Act authority, and the allocation ~of funds by the
California Transportation Commission.
92. Any PARTNER who performs IQA does so for its own. benefit, further, that PARTNER cannot be
assigned liability due to its IQA activities.
93. 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 CALTRANS under or in connection with
any work, authority, or jurisdiction conferred upon CALTRANS or arising under this agreement.
It is understood and agreed that CALTRANS 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 CALTRANS under
this agreement.
94. Neither CALTRANS nor any officer or employee thereof is responsible for any injury, damage, or
liability occurring by reason of anything done or omitted to be done by CITY under or in connection
with any work, authority, or jurisdiction conferred upon CITY or arising under this agreement.
It is understood and agreed that CITY will fully defend, indemnify, and save harmless CALTRANS and
all of its officers and employees from all claims., suits, or actions of every name, kind, and description
brought forth under, but not limited to, tortious, contractual, inverse condemnation, or other theories or
assertions of liability occurring by reason of anything done or omitted to be done by CITY under this
agreement.
95. This agreement is not intended to create a third party beneficiary or define duties, obligations, or rights
in parties not signatory to this agreement. This agreement is not intended to affect the legal liability of
PARTNERS by imposing any standard of care for completing WORK different from the standards
imposed by law.
96. PARTNERS will not assign or attempt to assign agreement obligations to parties not signatory to this
agreement.
Resolution No. 2009-082 N.C.S. Page 13
97. Any ambiguity contained in this agreement will not be interpreted against PARTNERS. PARTNERS
waive. the provisions of California Civil Code section 1654.
98. A waiver of a partner's performance under this agreement will not constitute a continuous waiver of any
other provision. An amendment made to any article or section of this agreement does not constitute an
amendment to or negate all other articles or sections of this agreement.
99. A delay or omission to exercise a right or power due to a default does not negate the use of that right or
power in the future when deemed necessary.
100. If any partner defaults in their agreement obligations, the non-defaulting partner(s) will request in
writing that the default be remedied within 30 calendar days. If the defaulting partner fails to do so, the
non-defaulting partner(s) may initiate dispute resolution.
101.. PARTNERS will first attempt to resolve agreement disputes at the PROJECT team level.. If they cannot
resolve the dispute themselves, the CALTRANS district director and the executive officer of CITY will
attempt to negotiate a resolution. If no resolution is reached, PARTNERS' legal. counsel will initiate
mediation. PARTNERS agree to participate in mediation in good faith and will share equally in its costs.
Neither the dispute nor the mediation process relieves PARTNERS from full and timely performance of
WORK in accordance with the terms of this agreement. However, if any partner stops WORK, the other
partner(s) may seek equitable relief to ensure that WORK continues.
Except for equitable relief, no partner may file a civil complaint until after mediation, or 45 calendar
days after filing the written mediation request, whichever occurs first.
Any civil complaints will be filed in the Superior Court of the county in which the CALTRANS district
office signatory to this agreement resides. The prevailing partner will be entitled to an award of all costs,
fees, and expenses, including reasonable attorney fees as a result of litigating a dispute under this
agreement or to enforce the provisions of this article including equitable relief.
102. PARTNERS maintain the ability to pursue alternative or additional dispute remedies if a previously
selected remedy does not achieve resolution.
103. if any provisions in this agreement are deemed to be, or are in fact, illegal, inoperative, or
unenforceable, those provisions do not render any or all other agreement provisions invalid, inoperative,
or unenforceable, and those provisions will be automatically severed from this agreement.
104. This agreement is intended to be PARTNERS' final expression and supersedes all prior oral
understanding or writings pertaining to WORK.
105. If during performance of WORK additional activities or environmental documentation is necessary to
keep PROJECT in environmental compliance, PARTNERS will amend this agreement to include
completion of those additional tasks.
106. PARTNERS will execute a formal written amendment if there are any changes to the commitments
made in this agreement.
Resolution No. 2009-082 N.C.S. Page 14
107. This agreement will terminate upon COMPLETION OF WORK or upon 30 calendar days' written
notification to terminate and acceptance between PARTNERS, whichever occurs first.
However, all indemnification, document retention, audit, claims, environmental commitment, legal
challenge, and ownership articles will remain in effect until terminated or modified in writing by mutual
agreement.
108. The following documents are attached to, and made an express part of this agreement: SCOPE
SUMMARY, FUNDING SUMMARY.
109. Signatories may execute this agreement through individual signature pages provided that each signature
is an original. This agreement is not fully executed until all original signatures are attached.
CONTACT INFORIVIATION
The information provided below indicates the primary contact data for each partner to this agreement.
PARTNERS will notify each other in writing of any personnel or location changes. These changes do not
require an amendment to this agreement.
The primary agreement contact person for CALTRANS is:
Rey Centeno, Project Manager
111 Grand Avenue
Oakland, California 94612
Office Phone: (510) 622-1662
The primary agreement contact person for CITY is:
Vince Marengo, Director of Publics Works
11 English Street
Petaluma, California 94952
Office Phone: (707) 778-4474
SIGNATURES
PARTNERS declare that:
1. Each partner is an authorized legal entity under California state law.
2. Each partner has the authority to enter into this agreement.
3. The people signing this agreement have the authority to do so on behalf of their public agencies.
Resolution No. 2009-082 N.C.S. Page 15
STATE OF CALIFORNIA
DEPARTMENT OF TRANSPORTATION
By
CITY OF PETALUMA
By:
Helena (Lenka) Culik-Caro John C. Brown
Deputy District Director, Design City Manager
CERTIFIED AS TO FUNDS:
By:
Cynthia Stratton
District Budget manager
By:
Vincent Marengo
Director of Public Works
Attest:
Claire Cooper
City Clerk
APPROVED AS TO FORM AND
PROCEDURE
By:
Eric Danly
City Attorney
Resolution No. 2009-082 N.C.S. Page 16
SCOPE SUMMARY
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2 Project Approval and Environmental Document
(PA&ED - 160, 165, 175, 180, 205 X X
160 Perform Preliminary Engineering Studies and Draft
Pro~ect Re ort
X
05 Updated Project information X
10 Engineering Studies X
15 Draft Project Report X
20 Engineering and Land Net Surveys X
30 Environmental Study Request (ESR) X
40 NEPA Delegation X
45 Base Maps and Plan Sheets for Project Report and
Environmental Studies X
165 Perform Environmental Studies and Prepare Draft
Environmental Document
X
05 Environmental Scoping of Alternatives Identified for
Studies in Pro~ect Initiation Document X
10 General Environmental Studies X
15 Biological Studies X
20 Cultural Resource Studies X
05 Archaeological Survey X
05 Area of Potential Effects/Study Area Maps X
10 Native American Consultation X
15 Records and Literature Search X
20 Field Survey X
25 Archaeological Survey Report X
99 Other Archaeological Survey Products X
10 Extended Phase I Archaeological Studies X
05 Native American Consultation X
10 Extended Phase I Proposal X
15 Extended Phase I Field Investigation X
20 Extended Phase I Materials Analysis X
25 Extended Phase I Report X
99 Other Phase I Archaeological Study Products X
15 Phase II Archaeological Studies X
05 Native American Consultation X
10 Phase II Proposal X
15 Phase II Field Investigation X
20 Phase II Materials Analysis X
25 Phase II Report X
99 Other Phase II Archaeological Study Products X
Resolution No. 2009-082 N.C.S. Page 17
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20 Historical and Architectural Resource Studies X
05 Preliminary Area of Potential Effects/Study Area Maps for
Architecture X
10 Historic Resources Evaluation Report -Archaeology X
15 Historic Resource Evaluation Report -Architecture
HRER X
20 Bridge Evaluation X
9g Other Historical and Architectural Resource Study
Products
X
25 Cultural Resource Compliance Consultation Documents X
05 Final Area of Potential Effects/Study Area Maps X
10 PRC 5024.5 Consultation X
15 Historic Property Survey Report/Historic Resources
Com liance Re ort X
20 Finding of Effect X
25 Archaeological Data Recovery Plan/Treatment Plan X
30 Memorandum of Agreement X
99 Other Cultural Resources Compliance Consultation
Products
X
25 Draft Environmental Document or Categorical
Exem tion/Exclusion X
10 Section 4(F) Evaluation X
20 Environmental. Quality Control and Other Reviews X X
25 Approval to Circulate Resolution X
30 Environmental Coordination X
99 Other Draft Environmental Document Products X
30 NEPA Delegation X
45 Required Permits During PA&ED Development X
50 Permits During PA&ED Development X
05 U.S. Army Corps of Engineers Permit (404) X
10 U.S. Forest Service Permit(s) x
15 U.S. Coast Guard Permit X
20 Department of Fish and Game 1600 Agreement(s) X
25 Coastal Zone Development Permit X
30 Local Agency Concurrence/Permit X
35 Waste Discharge (NPDES) Permit X
40 U.S. Fish and Wildlife Service Approval X
45 Regional Water Quality Control Board 401 Permit X
50 Updated Environmental Commitments Record X
55 NEPA Delegation X
95 Other Permits X
175 Circulate Draft Environmental Document and Select
Preferred Pro'ect Alternative Identification X
05 DED Circulation X
Resolution No. 2009-082 N.C.S. Page 18
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10 Public Hearing X
15 Public Comment Responses and Correspondence X
20 Project Preferred Alternative X
25 NEPA Delegation X
180 Prepare and Approve Project Report and Final X
Environmental Document
05 Final Project Report X
10 Final Environmental Document X
05 Approved Final Environmental Document X
25 Statement of Overriding Considerations X
30 CEQA Certification X
40 Section 106 Consultation and MOA X
45 Section 7 Consultation X
50 Final Section 4(F) Statement x
55 Floodplain Only Practicable Alternative Finding X
60 Wetlands Only Practicable Alternative Finding X
65 Section 404 Compliance X
70 Mitigation Measures X
10 Public Distribution of Final Environmental Document and X X
Res and To Comments
15 Final Right of Way Relocation Impact Document X X
99 Other Final Environmental Document Products X X
15 Completed Environmental Document X X
05 Record of Decision (NEPA) X
10 Notice of Determination (CEQA) X X
20 Environmental Commitments Record X
99 Other Completed Environmental Document Products X X
20 NEPA Delegation X
205 Obtain Permits, Agreements, and Route Adoptions X
3 Plans, Specifications, and Estimates (PS&E) - 185, X X
230, 235, 240, 250, 255, 260, 265
185 Prepare Base Maps and Plan Sheets for PS&E X
Develo ment
230 Prepare Draft Plans, Specifications, and Estimates X
235 Mitigate Environmental Impacts and Clean Up Hazardous X
Waste
240 Draft Structures Plans, Specifications, and Estimates X
250 Final Structures Plans, Specifications, and Estimates X
Packa e
255 Circulate, Review, and Prepare Final District Plans, X X
S ecifications, and Estimates Packa e
05 Circulated and Reviewed Draft District Plans, X
S ecifications; and Estimates Packa e
10 Updated Plans, Specifications, and Estimates Package X
Resolution No. 2009-082 N.C.S. Page 19
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15 Environmental Re-Evaluation X
20 Final District Plans, Specifications, and Estimates X
Packa e
25 Geotechnical Information Handout X
30 Materials Information Handout X
35 Construction Staking Package and Control X
40 Resident Engineer's Pending File X
45 NEPA Delegation X
50 Secured Lease for Resident Engineer Office Space or X
Trailer
260 Contract Bid Documents Ready to List X
265 Awarded and Approved Construction Contract X
FUNDING SUMIVIAI2Y
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LOCAL CITY Local $800,000.00 $2,483,000.00 $3,200,000.00 $0.00 $3,283,000.00
Subtotals by Component $800,000.00 $2,483,000.00 $3,200,000.00 $0.00 $3,283,000.00
Resolution No. 2009-082 N.C.S. Page 20