HomeMy WebLinkAboutResolution 2009-125 N.C.S. 08/03/2009 Resolution No. 2009-125 N.C.S.
of the City of Petaluma, California
AUTHORIZING THE CITY MANAGER TO EXECUTE
A COOPERATIVE .AGREEMENT BETWEEN THE CITY AND SCTA
FOR DELIVERY OF PRO.IECT APPROVAL/ENVIRONMENTAL DOCUMENT
(PANED), PLANS, SPECIFICATIONS AND ESTIMATES (PS&E),
RIGHT-OF-WAY ACQUISITION AND CONSTRUCTION OF THE
OLD REDWOOD HIGHWAY INTERCHANGE PROJECT (PRO.IECT 000501304)
WHEREAS, at its meeting of June 18, 2007, the Petaluma Community Development
Commission authorized allocation of $15.1M from PCDC to account 55-Merged Project Area
000501304 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, and construction must be executed between the City of
Petaluma and the Sonoma County Transportation Authority.
NOW, THEREFORE, BE IT RESOLVED that the Petaluma City Council authorizes
the City Manager to execute the Cooperative Agreement between the City of Petaluma and the
Sonoma County Transportation Authority, attached to this resolution as Exhibit A and
incorporated herein by reference, including any final changes to such agreements approved by
the City Attorney.
Under the power and authority conferred. upon this Council by the Charter of said City.
REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the Ap rov d as to
Council of the City of Petaluma at a Regular meeting on the 3`d day of August, f m:
2009, by the following voter
Attorney
AYES: Vice Mayor Barrett, Glass, Rabbitt, Renee, Mayor Torliatt
NOES: None
ABSENT: Harris, Healy j
ABSTAIN: None l~ ~
.o
ATTEST: ~ ' '
City Clerk ayor
Resolution No. 2009-125 N.C.S. Page 1
EXHBBIT A T® IZESOLdDTI®P!
COOPERATIVE FUNDING AGREEMENT NO.
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF PETALUMA
This Agreement is made and entered into as of , 2009
("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 adopted that certain 2007 Strategic Plan that sets forth AUTHORITY's
program and project implementation policies with regard to the use of funds provided
under the 2004 Traffic Relief Act for Sonoma County Expenditure Plan and Ordinance
approved by the voters of Sonoma County on November 2, 2004 (hereinafter referred to
as "Measure M"). The 2007 Strategic Plan as such plan may be amended 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 define a framework to enable the two
parties to work cooperatively in developing transportation improvements on the Highway
101 -Old Redwood Highway Interchange in Sonoma County (hereinafter referred to as
"Old Redwood Interchange 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 101 Program Improvements"). The combined project is more
particularly described in Exhibit A to this Agreement (hereinafter referred to as the
"Project").
4. AUTHORITY and CITY desire to re-validate the Environmental Assessment/Final
Environmental Impact Report for Central Highway 101 Program Improvements to include
the Old Redwood Interchange Program Improvements, which would include a
replacement bridge overcrossing of Highway 101 at Old Redwood Highway in Petaluma.
5. 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").
6. Pursuant to the Strategic Plan and Measure M, AUTHORITY is committed to make
available up to $10,000,000 in Local Street Project (LSP) program funding and $1 1,630,000
in Highway 1 Ol 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.
Resolution No. 2009-125 N.C.S. Page 2
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 the financial 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 Co~erative 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 fhe Project in accordance with the deadlines set forth in the Project Plan.
4. Construction Funding. To provide up to $13,760,000 in local funds. [or other City
contribution) to the AUTHORITY for the construction phase of the Project.
5. Initial Deposit. To make payment of $1,200,000 within 30-calendar days of
receipt of invoice for advance construction deposit.
6. Progress Payments. To promptly make payments on all construction progress
invoices, within 30-calenday days of receipt of each invoice for construction progress '
payments.
7. Compliance with Laws. With regard to administering and completing CITY's
responsibilities for the Project, CITY shall at all times comply with all applicable laws of the
United States, the State of California, the County, and with all applicable regulations
promulgated by federal, state, regional, or local administrative and regulatory agencies,
now in force and as they may be enacted, issued, or amended during the term of this
Agreement.
8. Records. To allow AUTHORITY to audit all expenditures relating to the Project
funded through this Agreement. For the duration of the Project, and for five (5) years
following completion of the Project, or earlier discharge of the Agreement, CITY shall make
available to AUTHORITY all records relating to expenses incurred in performance of this
Agreement.
9. Notice of Audit. To provide timely notice to AUTHORITY if an audit is to be
conducted.
Resolution No. 2009-125 N.C.S. Page 3
SECTION II
.AUTHORITY AGREES:
1. Total AUTHORITY Contribution. To provide up to $21,530,000 in Measure M funds,
consisting of $11,530,000 in Highway 101 program funds and $10,000,000 in LSP program
funds, towards the Project, in accordance with the Project Plan. The cost of AUTHORITY's
own administration, independent quality assurance, oversight, and project management
is not considered a Project cost that is covered by this agreement and is not included in
the Project Plan.
2. SLPP Funding. To apply for $3,000,000 in State SLPP funding towards the
construction phase of the Project and to promptly notify CITY if SLPP funding will not be
available in accordance with Project Plan.
3. Additional Cooperative Agreements. To enter into a cooperative agreement(s)
with Caltrans for the Right of Way Engineering and Support (ROW SUP), Right of Way
Capital (ROW), Advertise, Award, and Approve (AAA), Construction Support (CON SUP),
and Construction (CON) phases of the Project in accordance with the Project Plan.
4. Completion of Work. To timely complete the work necessary to complete off-site
environmental mitigation by the time frames set forth in the environmental documents and
permits.
5. Initial Deposit. To invoice CITY fora $1,200,000 initial deposit 60 working days
prior to advertisement of the construction contract.
b. Progress Payments. To promptly invoice CITY for CITY's share of all construction
progress payments in accordance with the Project Plan, within 30-calendar days of
receipt from Caltrans of each. invoice for construction progress payments.
7. 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 anc~
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.
Resolution No. 2009-125 N.C.S. Page 4
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 thaf the canceling party also retains any remedy for breach of
the whole contract or any unperformed balance.
b. By mutual consent of both parties, this Agreement may be terminated at any
time.
c. This agreement may be cancelled by either party by no fault of either party if
SLPP funding is not available in accordance with the Project Plan.
4. Indemnity. Neither CITY nor any officer or employee thereof is responsible for
any injury, damage or liability occurring by reason of anything done or omitted to be done
by AUTHORITY under or in connection with any work, authority, or jurisdiction conferred
upon AUTHORITY or arising under this agreement.
It is understood and agreed that AUTHORITY will fully defend, indemnify, and save harmless
CITY and all of its officers and employees from all claims, suits, or actions of every name,
kind, and description brought forth under, but not limited to, tortious, contractual, inverse
condemnation, or other theories or assertions of liability occurring by reason of anything
done or omitted to be done by AUTHORITY under this agreement.
Neither AUTHORITY nor any officer or employee thereof is responsible for any injury,
damage, or liability occurring by reason of anything done or omitted to be done by CITY
under or in connection with any work, authority, or jurisdiction conferred upon CITY or
arising under this agreement.
It is understood and agreed that CITY will fully defend, indemnify, and save 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,
Resolution No. 2009-125 N.C.S. Page 5
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:
To AUTHORITY: Executive Director Sonoma County Transportation Authority
490 Mendocino Avenue, Suite 206
Santa Rosa, CA 95401
(707) 565-5373
suzsmith@sctainfo.org
b. 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. Inte rcLation. 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.
1 1. Successors. This Agreement shall be binding upon the successor(s), assignee(s)
or transferee(s) of the AUTHORITY or CITY as the case may be. This provision shall not be
construed as an authorization to assign, transfer, hypothecate or pledge this Agreement
other than as provided above.
12. Severability. Should any part of this Agreement be determined to be
unenforceable, invalid, or beyond the authority of either party to enter into or carry out,
such determination shall not affect the validity of the remainder of this Agreement which
shall continue in full force and effect; provided that, the remainder of this Agreement can,
Resolution No. 2009-125 N.C.S. Page 6
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.
IN WITNESS WHEREOF, the parties have. executed this Agreement as of the Effective
Date.
CITY OF PETALUMA 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
APPROVED
By:
Department Director
By:
Risk Manager
By:
Finance Director
Resolution No. 2009-125 N.C.S. Page 7
COOPERATIVE FUNDING AGREEMENT NO.
BETWEEN
THE SONOMA COUNTY TRANSPORTATION .AUTHORITY
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);
® 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 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.
Resolution No. 2009-125 N.C.S. Page 8
COOPERATIVE FUNDING AGREEMENT NO.
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
EXHIBIT B
PROJECT FINANCIAL PLAN
Table B-l : Project Cost Estimate by Program and Development Phase
Old Redwood Central -Highway 101'
Project Interchange -LSP Program Project
Phase Pro ram
Estimate Percent Estimate Percent Estimate
PAED $ 600,000 100% $ 0 0% 600,000
PS8~E 2,200,000 81% $ 500,000 19% $ 2,700,000
ROW SUP 110,000 19% 480,000 81% 590,000
ROW CAP $ 1,850,000 28% 4,800,000 72% $ 6,650,000
CON SUP $ 3,300,000 81% $ 750,000 19% $ 4,050,000
CON CAP 22,000,000 81% 5,000,000 19% $27,000,000
TOTAL $30,060,000 72% $11,530,000 18% $41,590,000
Table B-2: Funding Plan by Fund Source and Development Phase (Funds in Thousands)
FUND PAED PS8~E ROW SUP ROW CON SUP CON TOTAL
SOURCE CAP CAP
CITY $600 $2,700 $ 0 $ 0 $ 0 $13,760 $17,060
100% 100% 0% 0% 0% 51.0%
Measure M $ 0 $ 0 $ 0 $ 0 $4,050 $ 5,950 $10,000
LSP 0% 0% 0% 0% 100% 22.0%
Measure M $ 0 $ 0 $590 $6,650 $ 0 $ 4,290 $11,530
101 0% 0% 100% 100% 0% 15.9%
SLPP $ 0 $ 0 $ 0 $ 0 $ 0 $ 3,000 $ 3,000.
0% 0% 0% 0% 0% 1 1.1
TOTAL $600 $2,700 $590 $6,650 $4,050 $27,000 $41,590
100% 100% 100% 100% 100% 100%
Note: Measure M funding for ROW CAP of $750,000 is for off-site Environmental Mitigation.
SCTA is implementing agency for off-site Environmental Mitigation.
Resolution No. 2009-125 N.C.S. Page 9
COOPERATIVE FUNDING AGREEMENT NO.
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
EXHIBIT C
PROJECT SCHEDULE
Pro"ect Develo ment Phase Be in End
Environmental re-validation of EIS/EIR Mar 2009 Se 2009
Desi n PS&E Mar 2009 Mar 2011
Ri ht of Wa Ac uisition ROW Se 2009 Mar 2011
Advertise, Award, A rove AAA Mar 2011 Se 2011
Construction CON Se 2011 Dec 2013
Resolution No. 2009-125 N.C.S. Page 10
COOPERATIVE FUNDING AGREEMENT NO.
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
EXHIBIT D
RESPONSIBILITIES OF THE PARTIES
Table D-1: Additional Cooperative Agreements between Parties by Development Phase
Project Activity Coo erative A reement
Caltrans Authori Ci
Environmental PAED X X
Desi n PSB~E X X
Ri ht of Wa En ineerin and Su ort X X
Ri ht of Wa Ca ital X X
Advertise, Award, A rove AAA X X
Construction Su ort X X
Construction Ca ital X X
Table D-2: Responsible Implementing Agencv by Development Phase
Project Activity Im lementin A enc
Caltrans Authorit Ci
Environmental PAED X
Desi n PSB~E X
Ri ht of Wa En ineerin and Su ort X
Ri ht of Wa Ca ital Utilities and Ac uisition X
Right of Way Capital (Off Site Environmental
Miti ation X
Advertise, Award, A rove AAA X
Construction Su ort X
Construction Ca ital X
Resolution No. 2009-125 N.C.S. Page 1 1