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HomeMy WebLinkAboutCaltrans and Orange County Transit Authority (OCTA) - 2016-04-18 City of Huntington Beach File #: 18-641 MEETING DATE: 1/22/2019 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Travis K. Hopkins, PE, Director of Public Works Subject: Approve and authorize execution of Amendment No. 1 to Cooperative Agreement No. C-5-3614 between Orange County Transportation Authority (OCTA) and City of Huntington Beach for I- 405 Improvement Project Statement of Issue: Execution of the Subject Amendment revises the payment, by the Orange County Transportation Authority to the City, to compensate the City for staff time and other resources in addition to pavement mitigation due to the impacts of the 1-405 widening project. Financial Impact: Execution of the Subject Amendment has no impact on the current budget. The Cooperative Agreement includes a commitment of City staff and other resources, included in the current operating budget, and a commitment of$1,278,937, from OCTA, to cover those expenses. Recommended Action: Authorize the Mayor and City Clerk to execute "Amendment No. 1 to Cooperative Agreement No. C-5 -3614 between Orange County Transportation Authority and City of Huntington Beach for 1-405 Improvement Project." Alternative Action(s): Reject the Amendment and direct staff on how to proceed. Analysis: On March 21, 2016, the City Council authorized the execution of Cooperative Agreement No. C-5- 3614 between Orange County Transportation Authority and City of Huntington Beach for 1-405 Improvement Project. The agreement outlined the roles and responsibilities of each agency as well as identified a payment amount of$682,737 to the City to compensate for services and pavement mitigation as estimated at the time. Now that the project has started, the amount of services and pavement mitigation have been better defined. Amendment No. 1 to the Agreement now identifies the reimbursement to the City in the amount of$1,278,937. The reimbursement is broken down into City of Huntington Beach Page 1 of 2 Printed on 1/16/2019 86 povvered by LealstarTT" File #: 18-641 MEETING DATE: 1/22/2019 four items, as shown on the Revised Schedule A, which is included in the Amendment. Environmental Status: Not applicable Strategic Plan Goal: Enhance and maintain infrastructure Attachment(s): 1. Amendment No. 1 to Cooperative Agreement No. C-5-3614 between Orange County Transportation Authority and City of Huntington Beach for 1-405 Improvement Project. 2. Original Cooperative Agreement No. C-5-3614 between Orange County Transportation Authority and City of Huntington Beach for 1-405 Improvement Project. City of Huntington Beach Page 2 of 2 Printed on 1/16/2019 87 powered by Lagistar" I AMENDMENT NO. 1 TO 2 COOPERATIVE AGREEMENT NO. C-5-3614 3 BETWEEN 4 ORANGE COUNTY TRANSPORTATION AUTHORITY 5 AND 6 CITY OF HUNTINGTON BEACH 7 FOR 1-405 IMPROVEMENT PROJECT 9 THIS AMENDMENT NO. 1, is effective this day of , 20X, by and 10 between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange, 11 California, a public entity of the State of California(hereinafter referred to as"AUTHORITY"), and the City 12 of Huntington Beach, 2000 Main Street, Huntington Beach, California 92648, a municipal corporation 13 duly organized and existing under the constitution and laws of the State of California (hereinafter referred 14 to as"CITY"), each individually known as"Party", and collectively known as"Parties 15 WITNESSETH: 16 WHEREAS, by Agreement No C-5-3614 dated May 13, 2016, AUTHORITY and CITY entered 17 into a cooperative agreement, in cooperation and partnership with the California Department of 18 Transportation, herein referred to as "CALTRANS", for the specific terms, conditions, and funding 19 responsibilities between the AUTHORITY'and CITY for improvements defined as adding one general 20 purpose lane from Euclid Street to Interstate 605 (1-605), plus adding an additional median lane which will 21 be combined with the existing high-occupancy vehicle(HOV) lane and operated as dual express lanes in 22 each direction of the interstate 405 (1-405) from State Route 73 to 1-605, replacing and/or widening 23 structures, and other additional geometric and interchange improvements, including improvements to 24 CITY-owned and operated streets, and traffic facilities hereafter referred to as CITY FACILITIES 25 potentially impacted by this project, all of which are hereafter referred to as "PROJECT"; and 26 / Page 1 of 5 AMENDMENT NO. 1 TO AGREEMENT NO. C-5-3614 1 WHEREAS, the pavement mitigation cost is one of the five CITY SERVICES identified in the 2 Agreement as: 3 • Review and approval of plans, specifications, and other pertinent engineering plans, and 4 reports, and for oversight construction inspection services 5 . Review and acceptable of Transportation Management Plan (TMP) 6 • Traffic engineering, and oversight detour inspections 7 . CITY police services 8 . Costs for mitigation for reduction of pavement life related to impacts to CITY-streets, 9 resulting from signed, long-term detours, and alternate routes required by 10 CONTRACTOR, but which were not quantifiable at the time of execution of the 11 Agreement; and 12 WHEREAS, AUTHORITY and CITY have agreed to amend this Agreement, following 13 acceptance of the Transportation Management Plan (TMP) by the CITY, in the amount of Six Hundred 14 Eighty Two Thousand Seven Hundred Thirty Seven Dollars ($682,737), to pay CITY for pavement 15 mitigation costs, as quantified and priced by the AUTHORITY, not the CONTRACTOR, as was stated in 16 the original executed Agreement, and identified in the Structural Pavement Investigation and Report, I- 17 405 Final Concept Detour Routes Impact Study, 1-405 improvement Project, dated October 11, 2018; 18 and 19 WHEREAS, in addition to the pavement mitigation reimbursement by AUTHORITY as set forth 20 above, Parties agree to assess and evaluate actual post-construction impacts to CITY streets, on a case- 21 by case basis, as a result of PROJECT's signed, long-term detours within CITY's jurisdiction, as well as 22 the costs of mitigating such impacts, if any; and 23 WHEREAS, the AUTHORITY's Board of Directors approved this Amendment No. 1 on the 24 y�day of AJeVe rn 6c-✓ , 2018; and 25 WHEREAS, the CITY's Council approved this Amendment No. 1 on the Z*day of 26 nu , 201; NOW, THEREFORE, it is mutually understood and agreed by the AUTHORITY and CITY that Page 2 of 5 AMENDMENT NO. 1 TO AGREEMENT NO. C-5-3614 1 Agreement No. C-5-3614 is hereby amended in the following particulars only: 2 1. Amend ARTICLE 3. RESPONSIBILITY OF AUTHORITY, as follows: 3 a) Page 9 of 17, to add new paragraph LL: "Within 30 days of Substantial 4 Completion of the PROJECT, the Parties shall conduct a visual inspection of the PROJECT's signed, 5 long-term detour routes within CITY's jurisdictional boundaries to evaluate the post-construction 6 pavement condition of,these detour routes. Upon completion of the visual inspection, the Parties shall 7 mutually agree which signed, long-term detour routes, if any, require further investigation and analysis as 8 a result of being designated a signed, long-term detour route for the PROJECT. AUTHORITY shall 9 conduct an evaluation of the signed, long-term detour routes requiring further investigation and analysis 10 utilizing the same methodology as described in the Final Structural Pavement Investigation Report 11 identified in this AMENDMENT NO. 1 to AGREEMENT. If, as a result of AUTHORITY's evaluation, 12 additional pavement mitigation is needed, the Parties shall negotiate and agree upon the scope of work 13 and cost thereof to be paid by AUTHORITY, if any. Any pavement mitigation costs paid by AUTHORITY 14 under this AMENDMENT NO. 1 to AGREEMENT shall be deducted from the costs to be paid by 15 AUTHORITY as determined under this paragraph for each applicable signed, long-term detour route. 16 Any such agreement shall be set forth via an amendment to the AGREEMENT, AUTHORITY shall 17 reimburse CITY the exact amount set forth in the amendment and upon payment thereof,AUTHORITY 18 shall have no further cost liability to CITY to mitigate damages to CITY streets caused by PROJECT 19 signed, long-term detour routes." 20 b) Page 8 of 17, paragraph GG to delete in its entirety and, in lieu thereof, insert: 21 "GG. To reimburse CITY for combined costs identified as "CITY SERVICES", and in accordance with 22 the attached REVISED SCHEDULE A, "MAXIMUM REIMBURSEMENT FOR COMBINED CITY 23 SERVICES." 24 c) Page 9 of 17, paragraph 11 to delete in its entirety and, in lieu thereof, insert: 25 11 11. AUTHORITY's reimbursement for CITY SERVICES will not exceed the combined maximum 26 amount shown on REVISED SCHEDULE A." Page 3of5 AMENDMENT NO. 1 TO AGREEMENT NO. C-5-3614 1 2 2. Amend ARTICLE 7. MAXIMUM OBLIGATION, page 13 of 17, to delete in its entirety and, in lieu 3 thereof, insert: "Notwithstanding any provisions of this Agreement to the contrary, AUTHORITY and CITY 4 mutually agree that AUTHORITY's maximum cumulative payment obligation hereunder shall be "One 5 Million Two Hundred Seventy Eight Thousand Nine Hundred Thirty Seven Dollars ($1,278,937.00), 6 including, but not limited to, street pavement obligation for pavement mitigation, unless maximum 7 cumulative obligation is modified by an amendment to this Agreement." 8 The balance of Agreement C-5-3614 remains unchanged, 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Page 4 of 5 AMENDMENT NO, 1 TO AGREEMENT NO. C-5-3614 1 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Agreement 2 No. C-5-3614 to be executed on the date first above written. 3 CITY OF HUNTINGTON BEACH ORANGE COUN SPORTATION AUTHORITY 4 5 By: Erik Peterson Darrell E J on 6 Mayor Chief Ex tive Officer 7 S ATTEST: APPROVED AS TO FORM: 10 By:� By, Robin Estanislau James Donich 11 City Clerk General Counsel 12 APPROVAL REC MM NDED: APPROVALgMM13 B . By:Travis Hopkins Ji 14 Public Works Director E pital Programs 15 16 APPROV D AS TO FORM: 17 By: I, , Dated:^ o Michael Gates 18 City Attorney 19 20 Dated: 21 22 Attachment: 23 Revised Schedule A—Maximum Reimbursement for Combined City Services 24 25 26 Page 5 of 5 AMENDMENT 1 TO COOPERATIVE AGREEMENT NO.C-5-3614 REVISED SCHEDULE A REIMBURSEMENT FOR COMBINED CITY SERVICES CITY OF HUNTINGTON BEACH Item No. Reimbursement Description Maximum Reimbursement Amount(7) Review and approval of plans, specifications, plans, and other pertinent engineering plans and $350 100 1 reports, Traffic Management Plan (TMP) review and concurrence, and construction oversight inspection services related to CITY FACILITIES. 2 Traffic engineering and detour inspection $136,000 3 Police services (including overtime costs) $110,100 4 Pavement Mitigation $682,737(2) TOTAL MAXIMUM REIMBURSEMENT $.1,278,937 (1) Revised Schedule A shows estimated reimbursement amounts for each CITY SERVICES item of work. During the term of this Agreement, the CITY may redistribute funds for items of work as needed; however, the total amount for CITY SERVICES shall not exceed the Total Maximum Reimbursement amount shown herein. (2) This amount has been determined by AUTHORITY, and shall be reimbursed as one-time, lump sum amount upon execution of this Amendment No. 1 to the Agreement OCTA BOARD OF DIRECTORS Tim Shaw April 24, 2019 Chairman i Steve Jones Vice Chairman Lisa A.Bartlett Robin Estanislau Director City Clerk Doug Chaffee City of Huntington Beach Director 2000 Main Street, 2nd Floor Laurie Davies I Director Huntington Beach, CA 92648 Barbara Delgleize Director Andrew Do SUBJECTS: OCTA'S AMENDMENT NO. 1 TO COOPERATIVE AGREEMENT Director NO. C-5-3614 Michael Hennessey Director Dear Robin Estanislau: Gene Hernandez Director Enclosed please find one copy of the above referenced subject for your Jose FMoreno records. Director Joe Muller Should you have any contractual related questions, please feel free to contact Director Mark A.Murphy Reem Hashem at (714) 560-5446 or by e-mail at rhashem@octa.net. Director Richard Murphy Sincerely, ' Director Miguel Pulido Director Michelle Steel Marla EWin Director Senior Office S�ci ist Donald P Wagner Contract Administration and Materials Management Director GregoryT Winterbottom Enclosure(s) Director Ryan Chamberlain Ex-Officto Member N CHIEF EXECUTIVE OFFICE Darrell E.Johnson Chief Executive Officer ., 0% O 4� Orange County Transportation Authority 550 South Main Street/P.O.Box 14184/Orange/California 92863-1584/(714)560-OCTA(6282) City of Huntington Beach 20oo Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 • www.huntingtonbeachca.gov FEB ��'jg09'p� Office of the City Clerk Robin Estanislau, City Clerk January 25, 2019 Orange County Transportation Authority Attn: Andrew R. Muth 550 South Main Street Orange, CA 92868 Dear Mr. Muth: Enclosed please find the executed original of the "Amendment No. 1 to Cooperative Agreement No. C-5-3614 between Orange County Transportation Authority and City of Huntington Beach for 1-405 Improvement Project" approved by the Huntington Beach City Council on January 22, 2018. Upon complete execution, please return a copy of the fully executed agreement to us. Please mail the Agreement to: Robin Estanislau City Clerk 2000 Main Street, 2nd Floor Huntington Beach CA 92648 Your attention to this matter is greatly appreciated. Sincerely, Robin Estanislau, CIVIC City Clerk RE:ds Enclosures Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand Dept ID 16-018 Page 1 of 2 Meeting Date 4/18/2016 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION F MEETING DATE: 4/18/2016 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A Wilson, City Manager PREPARED BY: Travis K Hopkins, PE, Director of Public Works SUBJECT: Adopt Resolution No 2016-18 approving and authorizing execution of a Interstate 405 Freeway Agreement with Caltrans and a Cooperative Agreement with Orange County Transit Authority (OCTA) for upcoming freeway improvement project Statement of Issue Upcoming work on the Interstate 405 Freeway requires an update to the current Freeway Agreement between the City and Caltrans and establishment of a Cooperative Agreement between the City and the Orange County Transit Authority which establishes various parameters for performance and compensation Financial Impact The Freeway Agreement has no direct financial impact to the City The Cooperative Agreement includes a commitment of City staff and other resources to support the project and a commitment by OCTA to reimburse the City up to $596,200 for those expenses Funding for the City's expenditures and the revenue received for reimbursement on the project will be including in future fiscal year budget submittals Staff does not anticipate any activity for the remainder of the current fiscal year Recommended Action A) Adopt Resolution No 2016-18, "A Resolution of the City Council of the City of Huntington Beach Approving a New Freeway Agreement" between Caltrans and the City of Huntington Beach for Interstate 405, and, B) Authorize the Mayor and City Clerk to execute "Cooperative Agreement No C-5-3614 Between Orange County Transportation Authority and City of Huntington Beach for 1-405 Improvement Project " Alternative Action(s) Reject either agreement and provide direction back to staff to revise terms to make agreement(s) acceptable Analysis The Interstate 405 (1-405) freeway improvement project has been developed by OCTA in cooperation with Caltrans and local agencies to improve capacity and facility operations between State Route 73 and State Route 22 The project is primarily funded by Renewed Measure M (M-2) and has been approved for a design-build approach The project affects the City in several ways and some aspects of the project will require special agreements between affected or involved agencies These two agreements represent the first project-related agreements to bring before the City Council HB -579- Item 12. - I Dept ID 16-018 Page 2 of 2 Meeting Date 4/18/2016 Freeway Agreement The City has had a Freeway Agreement with Caltrans related to 1-405 since 1978 The agreement authorizes certain activities and primarily Identifies those locations were Interchanges, over/under crossings of local streets and termination of local streets is authorized and mutually agreed The California Streets and Highways Code requires this type of agreement to be in place to identify such locations The 1-405 Improvement Project makes some minor modifications to interchanges within or serving Huntington Beach and improves several local street crossings of the freeway While the changes are all relatively minor in the context of the agreement, Caltrans has requested that the agreement be updated to reflect the conditions that will ultimately result from the project The Streets and Highways Code also requires that prior to entering into this agreement, local agencies must hold a public hearing on the item Staff has reviewed the contents of the agreement and believes that it accurately reflects the ultimate freeway conditions and is consistent with current policies regarding the City's relationship with Caltrans in the operation and maintenance of the freeway system within Huntington Beach Cooperative Agreement Completion of the design-build project will require significant interaction between City staff and OCTA, Caltrans and the design-build team It is anticipated that over the five-year duration of designing and constructing the project, the City will be involved in the review and approval of many engineering plans, construction inspection, traffic enforcement activities and coordination The Cooperative Agreement sets the parameters under which the City will work with the project team and includes a means for the City to be reimbursed for expenses incurred throughout the project The agreement reserves a maximum of $596,200 for reimbursement of City services This total excludes an amount to be identified later for the mitigation of potential pavement impacts that could result from construction traffic and detours on local streets The agreement also does not include separate costs and efforts related to utility impacts involving the City, which will be subject to separate agreements Public Works Staff and the City Attorney's office have reviewed this agreement and support the terms as presented We also agree that such an agreement is in the best interests of both agencies and recommends approval of the agreement Public Works Commission Action: Not applicable Environmental Status Not applicable Strategic Plan Goal Enhance and maintain infrastructure Attachment(s) 1 Resolution 2016-18 of the City Council of the City of Huntington Beach approving a new freeway agreement and the Freeway Agreement 2 1-405 Freeway Agreement Exhibit 3 Cooperative Agreement No C-5-3614 between the Orange County Transportation Authority and the City of Huntington Beach for the 1-405 Improvement Project Item 12. - 2 11B -580- TAN - M .FE Amm %ao 3 11 M Lem= N =I= - " 'a RESOLUTION NO 2016-18 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH APPROVING A NEW FREEWAY AGREEMENT WHEREAS, the Califoinia Highway Commission on February 19, 1953 passed a Resolution declaring that a portion of Route 405 (Old Route 158) in the Cities of Long Beach and Signal Hill, and, the Counties of Orange and Los Angeles between Route 5 new El Toro and the Los Angeles River Freeway (now the Long Beach Freeway) is a"Freeway", and The State and the City of Fountain Valley enteted into Freeway Agreements dated June, 1960, and January, 1974, covering the San Diego Freeway, Road 07-ORA-405, between 0 2 southerly of Bolsa Avenue and 0 2 mile noitherly of Goldenwest Street, and The State and the City of Huntington Beach enteted into a Freeway Agreement dated September 18, 1978 relating to that portion of Interstate 405 from the Huntington Beach- Fountain Valley City limit at Magnolia Street and the Huntington Beach-Westminster City limit at the Southern Pacific Transportation Company Railroad; and It is the mutual desire of the State and the City of Huntington Beach to enter into a new Freeway Agreement relating to proposed improvements on Intei state 405 from Magnolia Street (post mile 15 2) to the Union Pacific Railroad Crossing (post mile 17.2) and in accordance with the Revised Plan of said freeway, and The "List of Access Points Along I-405 into City of Huntington Beach," (attached heieto as Exhibit A and incorporated herein by reference), provides the Inteistate 405 Improvement Access locations in the City of Huntington Beach, and The City Council held a noticed public hearing in compliance with Sly eels and Highways Code Section 100 22 on April 18, 2016. , NOW, THEREFORE, the City Council of the City of Huntington Beach does hereby resolve as follows 1 The Freeway Agieement is hereby approved, the Mayor and City Clerk are directed to sign the same on behalf of the City, and shall be in effect upon execution of the Freeway Agreement by the State 2. "The List of Access Points along I-405 into Huntington Beach" is approved. 16-5067/130495 1 RESOLUTION NO: 2016-18 PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 18th day of April , 2016 ay ATTEST *odw- 04%A� City Cleik REVIE APPROVED; APPROVED AS City n City orney D*,) tk-l-W- INITIA AND APPROVED Director of Public Woiks 16-5067/130495 2 Resol. 2016-18 EXHIBIT A Resolution No. 2016-18 ATTACHMENT A LIST OF ACCESS POINTS ALONG 1-405 INTO CITY OF HUNTINGTON BEACH • Magnolia Street Northbound: Direct On-Ramp Loop On-Ramp Direct Off-Ramp Southbound: Loop On-Ramp Direct Off-Ramp e Newland Street Overcrossing Improvement s Edinger Avenue Southbound: Direct On-Ramp Overcrossing Improvement • Beach Boulevard Northbound: Direct off-ramp Direct on-ramp Loop on-ramp Southbound: Hook off-ramp Loop on-ramp • McFadden Avenue Overcrossing Improvement Res. No. 2016-18 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, JOAN L FLYNN the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven, that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at a Regular meeting thereof held on April 18, 2016 by the following vote AYES: Posey, O'Connell, Sullivan, Katapodis, Hardy, Delgleize, Peterson NOES: None ABSENT: None ABSTAIN: None c4�W- 4,w,� City Ark and ex-officV Clerk of the City Council of the City of Huntington Beach, California ATTACHNT #2 STATE,OF CALIFORNIA—CALIFORNIA STATE TRANSPORTATION AGENCY EDMUND G.BROWN Jr..Govemor DEPARTMENT OF TRANSPORTATION DISTRICT 12 = �_ 3347 MICHELSON DRIVE,SUITE 100 IRVINE,CA 92612-8894 PHONE (949)724-2000 Flexyourpmver! FAX (949)724-2019 Be energy efficient! TTY 711 www.dot.ca.gov August 29, 2016 Mr. Travis K. Hopkins Director of Public Works City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Dear Mr. Hopkins: Enclosed, please find the original copy of the signed and executed Freeway Agreement dated April 18, 2016 (I-405, in the City of Huntington Beach, from Magnolia Street to Union Pacific Railroad Crossing) for the city and for your file. Please do not hesitate to call me at 949-724-2507 or Henry Nguyen at 949-724-2048 if you have any questions. Sincerely, MATTHEW Q. CUGINI, Chief Design Branch C District 12 Enclosure: Freeway Agreement for 1-405 (In the City of Huntington Beach, from Magnolia Street to Union Pacific Railroad Crossing). Cc: File Lisa Alviso - OCTA "Caltrans improves mobility across California" 12 - ORA - 405 —PM 15.2/17.2 In the City of Huntington Beach From Magnolia Street to Union Pacific Railroad Crossing FREEWAY AGREEMENT THIS AGREEMENT, made and entered into on this Q day of 6?-T - , 20 (6 , by and between the STATE OF CALIFORNIA acting by and through the Department of Transportation (herein referred to as "STATE"), and the City of Huntington Beach(herein referred to as"CITY"), WITNESSETH: WHEREAS, the highway described above has been declared to be a freeway by Resolution of the California Highway Commission on February 19, 1953; and WHEREAS, STATE and CITY have entered into a Freeway Agreement dated September 18, 1978 relating to that portion of State Highway Route 405 from the Huntington Beach-Fountain Valley city limit at Magnolia Street(formerly Cannery Street) and the Huntington Beach-Westminster city limit at the Southern Pacific Transportation Company Railroad; and WHEREAS, a revised plan map for such freeway has been prepared showing the proposed plan of the STATE as it affects streets of the CITY; and WHEREAS, it is the mutual desire of the parties hereto to enter into a new Freeway Agreement in accordance with the revised plan of said freeway; NOW, THEREFORE, IT IS AGREED: 1. This Agreement supersedes in its entirety said Freeway Agreement, dated September 18, 1978. 2. CITY agrees and consents to the closing of CITY streets, relocation of CITY streets, construction of frontage roads and other local streets, and other construction affecting CITY streets, all as shown on the plan map attached hereto, marked Exhibit A, and made a part hereof by this reference. 3. The obligations of STATE and CITY with respect to the funding and construction of the freeway project will always be dealt with in separate Cooperative Agreement(s) between the parties, and any amendments thereto, or Encroachment Permits issued to CITY. The parties responsible for the construction of the freeway shall make any changes affecting CITY streets only in accordance with the plan map attached hereto, marked Exhibit A. i 1 I I 12 - ORA - 405 —PM 15.2/17.2 In the City of Huntington Beach From Magnolia Street to Union Pacific Railroad Crossing 4. The obligations of STATE and CITY with respect to the acquisition of the rights of way required for the construction, reconstruction, or alteration of the freeway and CITY streets, frontage roads, and other local streets will always be dealt with in separate Cooperative Agreement(s) between the parties, and any amendments thereto or Encroachment Permits issued to CITY. 5. It is understood between the parties that the rights of way may be acquired in sections or units, and that both as to the acquisition of right of way and the construction of the freeway project, the obligations of STATE and CITY hereunder shall be carried out at such time and for such unit or units of the project as funds are budgeted and made lawfully available for such expenditures. 6. CITY will accept control and maintenance over each of the relocated or reconstructed CITY streets, any frontage roads, and other local streets constructed as part of the project, on receipt of written confirmation that the work thereon has been completed, except for any portion which is adopted by STATE as a part of the freeway proper. If acquired by STATE, CITY will accept title to the portions of such streets lying outside the freeway limits upon relinquishment by STATE. 7. This Agreement may be modified at any time by the mutual consent of the parties hereto, as needed to best accomplish, through STATE and CITY cooperation, the completion of the whole freeway project for the benefit of the people of the STATE and of the CITY. 2 12 - ORA -405 —PM 15.2/17.2 In the City of Huntington Beach From Magnolia Street to Union Pacific Railroad Crossing IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers. STATE OF CALIFORNIA Department of Transportation MALCOLM DOUGHERTY THE CITY OF HUNTINGTONAEACH Director of Transportation By By - �u ADNAN MAIAH Ma or District 12 Deputy District Director Capital Outlay Program APPROVED AS TO FORM: APPROVED A --FO FO Agorney (State) / Attorney(City) all%kW D1� 3 CD C \ �\ EXHIBIT A �-+ CITY OF � Iv =OUNTAIN VALLEY \ CITY OF HUNTINGTON BEACH \� \ , !� b b 4'i ^ o'' ♦b f a \ TO SAN OIEG U TIM N CN it I`f •e�T N[qF b G TO SANTA MG CJT 00 00 � � o o � LIMIT OF AGREEMENT O ROUTE 405 PM 17.2 s LEGEND \\ i //` /�/� C� C\C\ � s� FREEWAY AND CONNECTIONS LIMIT OF AGREEMENT CI T OF STATEOF CALIFORNIA ROAD TO CONSTRUCTED, WESTMINSTER DEPARTMENT OF TRANSPORTATION RECONSTRUCTED TED OR RELOCATED ROAD CLOSURE & TERMI S ROUTE 405 PM 15.2 12-ORA-40S PM 15.2/17 2 NU CONSTRUCTION AS NECESSARY FREEWAY INTERCHANGE o Boo i000 2Uao 3000 \\// FEET IN THE CITY OF HUNTINGTON BEACI SEPARATION SCALE FROM MAGNOLIA STREET PEDESTRIAN OVERCROSSING TO UNION PACIFIC RAILROAD CROSSING IN ORANGE COUNTY 1-405 PM 15 2 1 i EXHIBIT A M CITY OF HUNTINGTON BEACH ,` 0�0 ,�e ♦ 9C P�p P GAP All � ! V 405 o0�p� � GZ TO SANTA MONICA ' NCO 'yi � 0 9 ' O O P,� LIMIT OF AGREEMENT ROUTE 405 PM 17 . 2 �LIMIT OF AGREEMENT CITY OF STATE OF CALIFORNIA WESTMINSTER DEPARTMENT OF TRANSPORTATION ROUTE 405 PM 15 .2 12-ORA -405 PM 15 .2/ 17 .2 FREEWAY 0 500 1000 FEET 2000 3600 IN T H E CITY OF H U N TIN G T O N BEACH SCALE FROM MAGNOLIA STREET TO UNION PACIFIC RAILROAD CROSSING IN ORANGE COUNTY I-405 PM 15.2 TO 17:2 CITY OF FOUNTAIN VALLEY P,e O J � f 'fG 7 TO SAN DIEG F� HUNTINI ON B CH WESTYINSTE C ! F9 U LEGEND FREEWAY AND CONNECTIONS LIMIT Q ® ROAD TO BE CONSTRUCTED, RECONSTRUCTED OR RELOCATED ROUTE �J ROAD CLOSURE & TERMINUS CONSTRUCTION AS NECESSARY INTERCHANGE SEPARATION PEDESTRIAN OVERCROSSING ATT C if fVl E N T #3 Distributed:)/7 1(0 Accounting CAMM FPA PM.bf�L ,501;610 Vendo1 COOPERATIVE AGREEMENT NO. C-6-3614 2 BETWEEN 3 ORANGE COUNTY TRANSPORTATION AUTHORITY 4 AND 5 CITY OF HUNTINGTON BEACH 6 FOR 7 1-405 IMPROVEMENT PROJECT 8 THIS COOPERATIVE AGREEMENT (Agreement), is effective this 1,3 W' day of 9 2016, by and between the Orange County Transportation Authority, 550 South 10 Main Street, P O Box 14184, Orange California 92863-1584, a public entity (herein referred to as 11 "AUTHORITY')and the City of Huntington Beach, 2000 Main Street, Huntington Beach, California 92648, 12 a municipal corporation duly organized and existing under the constitution and laws of the State of 13 California (herein referred to as"CITY") each individually known as "Party" and collectively known as the 14 "Parties" 15 RECITALS: 16 WHEREAS, AUTHORITY, in cooperation and partnership with the California Department of 17 Transportation, herein referred to as "CALTRANS", is proposing to reduce congestion and improve 18 lane continuity through the Interstate 405 (1-405) corridor with improvements to mainline and 19 interchanges on 1-405 between State Route 73 (SR-73) and Interstate 605 (1-605), and 20 WHEREAS, the improvements are generally defined as adding one general-purpose lane from 21 Euclid Street to 1-605, plus adding an additional median lane which will be combined with the existing 22 HOV lane and operated as dual express lanes in each direction of 1-405 from SR-73 to 1-605, replacing 23 and/or widening structures, and other additional geometric and interchange improvements, including 24 improvements to CITY-owned and operated streets, and traffic facilities hereinafter referred to as CITY 25 FACILITIES potentially impacted by this project, all of which are hereinafter referred to as"PROJECT` 26 AUTHORITY is proposing to use a design-build method of delivery for the procurement, design, and 11461191 COOPERATIVE AGREEMENT NO. C-5-3614 1 construction of PROJECT and to procure a design-build team herein referred to as "CONTRACTOR", 2 and 3 WHEREAS, this Agreement defines the specific terms, conditions, and funding responsibilities 4 between the AUTHORITY and CITY regarding the CONTRACT DOCUMENTS, and the design and 5 construction of PROJECT in regards to CITY FACILITIES, and 6 WHEREAS, AUTHORITY is the sponsor and the primary funding agency for PROJECT, and 7 WHEREAS, CITY-owned and operated utilities will be subject to an utility agreement(s) and 8 separate from, and outside of this Agreement, and 9 WHEREAS, PROJECT is located within and adjacent to the CALTRANS right of way in the Cities 10 of Costa Mesa, Fountain Valley, Huntington Beach, Westminster, Garden Grove, Seal Beach, Los 11 Alamitos, and County of Orange, and 12 WHEREAS, AUTHORITY has contracted with Parsons Transportation Group, Inc , as the 13 Program Management Consultant (PMC) for this PROJECT, to assist with the administration and 14 oversight of the procurement, and design and construction phases of PROJECT, and 15 WHEREAS, AUTHORITY has contracted with Jacobs Project Management Co , as the 16 Construction Management Consultant (CMC) for this PROJECT, to assist with the administration and 17 oversight of the procurement, and construction phases of PROJECT, and 18 WHEREAS, AUTHORITY agrees to acquire right-of-way, and 19 WHEREAS, AUTHORITY shall ensure CONTRACTOR's compliance with all applicable 20 requirements contained in this Agreement, and 21 WHEREAS, CITY FACILITIES will potentially be impacted by PROJECT, and AUTHORITY 22 desires to collaborate with CITY during the development of the CONTRACT DOCUMENTS for the 23 selection of a CONTRACTOR, and during the design and construction of PROJECT, and 24 WHEREAS, AUTHORITY will provide contract administration for all phases of PROJECT work 25 on CITY FACILITIES, and work within CITY right—of-way, while adhering to State; Federal, and CITY 26 standards and requirements, as applicable, and Page 2 of 17 1146119 1 COOPERATIVE AGREEMENT NO. C-5-3614 1 WHEREAS, AUTHORITY will reimburse CITY for actual costs for CITY SERVICES, as related to 2 improvements to CITY FACILITIES, and defined as 3 • Review and approval of plans, specifications, and other pertinent engineering plans, 4 and reports, and for oversight construction inspection services 5 • Review and acceptance of Transportation Management Plan (TMP) 6 • Traffic engineering, and oversight detour inspections 7 • CITY police services, and 8 WHEREAS, the costs for the following elements of CITY SERVICES cannot be quantified and 9 priced at this time, as they will be developed by the CONTRACTOR upon CITY acceptance of the TMP 10 Once the costs of these elements are developed, AUTHORITY shall amend this Agreement to account 11 for such costs 12 Costs for mitigation for reduction of pavement life related to impacts to CITY streets along 13 the signed, long-term detours, and alternative detour routes required by CONTRACTOR 14 WHEREAS, CITY's City Council approved this Agreement on the day of 15 &P-6/L_ , 2016, and 16 WHEREAS, AUTHORITY's Board of Directors authorized this Agreement on the kr'day of 17 � 2016 18 NOW,THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as follows 19 ARTICLE 1. COMPLETE AGREEMENT 20 A This Agreement, including any attachments incorporated herein and made applicable by 21 reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this 22 Agreement between AUTHORITY and CITY and it supersedes all prior representations, understandings, 23 and communications between the Parties relating to the subject matter of this Agreement The invalidity 24 in whole or in part of any term or condition of this Agreement shall not affect the validity of other term(s) 25 or conditions(s) of this Agreement The above referenced Recitals are true and correct and incorporated 26 by reference herein Page 3 of 17 11461191 COOPERATIVE AGREEMENT NO. C-5-3614 1 B AUTHORITY's failure to Insist on any instance(s) of CITY's performance of any term(s)or 2 condition(s) of this Agreement shall not be construed as a waiver or relinquishment of AUTHORITY's 3 right to such performance or to future performance of such term(s) or condition(s), and CITY's obligation 4 in respect thereto shall continue in full force and effect Changes to any portion of this Agreement shall 5 not be binding upon AUTHORITY except when specifically confirmed in writing by an authorized 6 representative of AUTHORITY by way of a written amendment to this Agreement and issued in 7 accordance with the provisions of this Agreement 8 C CITY's failure to insist on any instance(s) of AUTHORITY's performance of any term(s) or 9 condition(s)of this Agreement shall not be construed as a waiver or relinquishment of CITY's right to such 10 performance or to future performance of such term(s) or condition(s), and AUTHORITY's obligation in 11 respect thereto shall continue in full force and effect Changes to any portion of this Agreement shall not 12 be binding upon CITY except when specifically confirmed in writing by an authorized representative of 13 CITY by way of a written amendment to this Agreement and issued in accordance with the provisions of 14 this Agreement 15 ARTICLE 2. SCOPE OF AGREEMENT 16 This Agreement specifies the roles and responsibilities of the Parties as they pertain to the 17 subjects and projects addressed herein Both AUTHORITY and CITY agree that each will cooperate and 18 coordinate with the other in all activities covered by this Agreement and any amendments to this 19 Agreement 20 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY 21 AUTHORITY agrees to the following responsibilities for PROJECT 22 A To be the sponsor and funding agency to manage and administer the contract for 23 PROJECT, which includes preliminary engineering, right-of-way acquisition, and preparation of contract 24 documents (CONTRACT DOCUMENTS)to be used in the advertisement of a design-build RFP and for 25 the selection of a CONTRACTOR to perform full design-build activities, and other related services, 26 including improvements to CITY FACILITIES which are necessary as part of PROJECT Page 4 of 17 1146119 1 COOPERATIVE AGREEMENT NO. C-5-3614 1 B To perform right-of-way acquisition and right-of-way certification for PROJECT, and 2 specifically, for CITY FACILITIES, If necessary 3 C To Include within the CONTRACT DOCUMENTS, In regards to CITY FACILITIES, design 4 criteria which meets acceptable CITY standards 5 D To coordinate with CITY during the development of the CONTRACT DOCUMENTS, and 6 afford the CITY the opportunity to review, and comment on the CONTRACT DOCUMENTS To the 7 extent a term or condition of the CONTRACT DOCUMENTS may expose the CITY to a cost or liability in 8 relation to the CITY FACILITIES not contemplated by this Agreement, the AUTHORITY shall cooperate 9 in good faith with the CITY to amend this Agreement or the CONTRACT DOCUMENTS,to address such 10 cost or liability 11 E To coordinate with CITY regarding review times to be Included In CONTRACT 12 DOCUMENTS The review times will be applicable to the design and construction of PROJECT in 13 regards to CITY FACILITIES AUTHORITY will hold Joint Resolution Meetings(JRT)with CITY to resolve 14 CITY comments and obtain approvals, If applicable 15 F To coordinate the procurement, and design and construction of PROJECT with the CITY, 16 and hold regular technical and partnering meetings to brief the CITY on the status of PROJECT, solicit 17 input, and provide a forum to discuss and resolve PROJECT Issues which Impact the CITY 18 G To comply with all requirements of the Final Environmental Impact Report/Environmental 19 Impact Statement (FEIR/FEIS) for the PROJECT, including but not limited to the preparation and 20 processing of any and all supplemental environmental documents, Including those required for CITY 21 FACILITIES 22 H If AUTHORITY encounters hazardous, archeological, paleontological, cultural, or other 23 protected materials and/or species within any existing or future CITY-owned right of way for the CITY 24 FACILITIES, AUTHORITY shall notify the CITY and responsible control agencies of such discovery 25 / 26 / Page 5 of 17 11461191 COOPERATIVE AGREEMENT NO. C-5-3614 1 1 The costs for any remediation or protection for Article 3, Paragraph H, shall be covered 2 as a PROJECT cost, provided that AUTHORITY may seek reimbursement from other third parties which 3 may be jointly or severally liable for such removal or protection 4 J To protect in place, rearrange or relocate after CITY consultation and concurrence, CITY- 5 owned public utility facilities found to be in conflict with PROJECT All conditions of this clause shall be 6 subject to utility agreements which are separate from, and outside of this Agreement 7 K To secure and comply with any and all other governmental and/or regulatory approvals, 8 permits and/or clearances required for the design and construction of CITY FACILITIES included in 9 PROJECT 10 L In the event CITY requests additional improvements, they shall be evaluated and 11 processed in accordance with Article 4, Paragraph L, of this Agreement 12 M To implement a Quality Management Plan during all phases of PROJECT 13 N To monitor all PROJECT activities to ensure compliance with the approved PROJECT 14 schedule, quality and budget goals of PROJECT 15 O To obtain concurrence for permanent easements, if required, for CITY FACILITIES 16 P To facilitate discussion between CITY, local agencies, and others regarding resolution of 17 ownership, operation, and maintenance of CITY FACILITIES 18 Q To coordinate with CALTRANS and CITY for preparation and execution of Maintenance 19 Agreements 20 R To convey ownership of any property acquired by AUTHORITY for PROJECT, and which 21 is necessary for CITY FACILITIES upon completion of the CITY FACILITIES, and title to such right-of- 22 way having been acquired by AUTHORITY Conveyance of such property to the CITY shall be completed 23 through an executed Property Transfer Agreement with AUTHORITY AUTHORITY shall convey such 24 property in a condition acceptable to the CITY and in accordance with CALTRANS' Right of Way Manual 25 S To require CONTRACTOR to submit to CITY for review and approval, including but not 26 limited to, plans, specifications, and other pertinent engineering plans, and reports, for CITY FACILITIES Page 6 of 17 11461191 COOPERATIVE AGREEMENT NO. C-5-3614 1 within CITY right-of-way, and for CITY-related Improvements within CALTRANS right-of-way, prior to 2 construction thereof During construction, CITY may provide construction oversight Inspection services 3 Such reviews and approvals, and construction oversight Inspection services (CITY SERVICES) shall be 4 In accordance with the CONTRACT DOCUMENTS, and reimbursable to CITY by this Agreement 5 T To reject any submittal that does not comply with the CONTRACT DOCUMENTS, 6 Including Quality Control and Quality Validation requirements If any submittal is rejected, 7 AUTHORITY will notify all recipients, Including CITY, to remove all copies from circulation 8 U To require resubmittal of any Design Documents and/or Construction Documents, as It 9 deems appropriate at its sole discretion, and redistribute the submittal to CITY 10 V To require CONTRACTOR to prepare a TMP,and submit to CITY for review and approval, 11 In regards to construction related Impacts to CITY The TMP will address construction-related impacts to 12 existing CITY street traffic, and will include normal traffic handling requirements during PROJECT 13 construction including staging, lane closures, re-striping, detours, and signalization, and will specify 14 requirements for communicating with the public and local agencies dunng construction Modifications to 15 streets; intersections, signals, etc, required to address traffic impacts during construction will be borne 16 as a PROJECT cost Such review and acceptance of TMP (CITY SERVICES) shall be in accordance 17 with the CONTRACT DOCUMENTS, and reimbursable to CITY by this Agreement 18 W To obtain a written acceptance of TMP from CITY 19 X To reimburse the CITY for Its actual costs for oversight detour inspections, traffic 20 engineering services (including staff overhead and third party traffic signal maintenance service costs 21 contracted out by CITY), and police services (Including overtime costs) Ongoing deployment of 22 police services related to PROJECT traffic management will require prior approval by AUTHORITY 23 Such traffic engineering, oversight detour inspections, and police services (CITY SERVICES) shall be 24 In accordance with the CONTRACT DOCUMENTS, and reimbursable to CITY by this Agreement 25 Y To monitor and ensure CONTRACTOR compliance with the TMP 26 / Page 7 of 17 11461191 COOPERATIVE AGREEMENT NO. C-5-3614 1 Z To work collaboratively with CITY, upon acceptance of TMP, to prepare an established 2 and approved visual pavement study to evaluate the pre- detour conditions, and forecasted impacts to 3 the CITY street pavement used for signed, long-term freeway detours, and alternate route detours based 4 on the period of construction within the CITY limits As the result of the study, and as agreed by to by the 5 Parties, AUTHORITY will reimburse CITY the exact amount of the agreed to mitigation costs for the 6 reduction of pavement life for the detour routes, via an amendment to this Agreement The pavement 7 mitigation (CITY SERVICES) amount will be a lump sum maximum reimbursement, and no additional 8 costs will be paid 9 AA To require CONTRACTOR to repair street pavements that receive damage as a result of 10 construction CONTRACTOR will be required to adhere to CITY's requirements for removal and 11 replacement of pavement in accordance with the CONTRACT DOCUMENTS and this Agreement 12 BB To require CONTRACTOR to obtain a no fee encroachment permit from CITY prior to 13 commencing construction of PROJECT - 14 CC To monitor and ensure CONTRACTOR compliance with CITY's permit 15 DD To implement a Public Awareness Campaign during PROJECT that advises CITY, local 16 businesses, residents, elected officials, motorists, and media, of construction status, street detours, and 17 ramp and freeway closures, if and where applicable 18 EE To provide PROJECT closeout activities, including walk-through, punch list, final payment 19 accounting, and furnish approved "As-builts"to CITY for CITY FACILITIES 20 FF To develop a record of survey,final maps, and all necessary title transfers for CITY relative 21 to PROJECT 22 GG To reimburse CITY for combined costs identified as "CITY SERVICES", and in 23 accordance with attached SCHEDULE A, "MAXIMUM REIMBURSEMENT FOR COMBINED CITY 24 SERVICES " 25 / 26 / Page 8 of 17 11461191 COOPERATIVE AGREEMENT NO. C-5-3614 1 HH To reimburse CITY for actual costs, within 30 days of an acceptable invoice, which is 2 complete, properly prepared and complies with the requirements of ARTICLE 5, REQUEST FOR 3 REIMBURSEMENT, below 4 II AUTHORITY's reimbursement for CITY SERVICES will not exceed the combined 5 maximum amount shown on SCHEDULE A 6 JJ To perform all work associated with the PROJECT at no cost to the CITY, unless 7 specifically provided otherwise herein or in any amendment to this Agreement 8 KK To cause all contractors and vendors who perform work or provide supplies for CITY 9 FACILITIES to name the CITY as an additional Insured on policies of Insurance wherein AUTHORITY 10 requires AUTHORITY to be named as an additional Insured and, prior to the commencement of work, 11 provide certificates of Insurance to CITY showing the CITY as an additional Insured 12 ARTICLE 4. RESPONSIBILITIES OF CITY 13 CITY agrees to the following responsibilities for PROJECT 14 A To collaborate and cooperate with AUTHORITY during the development of the 15 CONTRACT DOCUMENTS for the RFP, and during the design and construction of PROJECT 16 B To provide CITY SERVICES for PROJECT as agreed by CITY and AUTHORITY 17 C To review, and provide comment on, in a timely manner, and in accordance with the 18 CONTRACT DOCUMENTS and this Agreement, all plans and other submittals related to PROJECT, and 19 approve and/or concur with AUTHORITY or CONTRACTOR's submittals if or when CITY determines 20 such submittals comply with CITY's standards and criteria to facilitate AUTHORITY's delivery of 21 PROJECT The CITY may reject such submittals, which rejection shall be accompanied by an 22 explanation as to the areas of non-compliance with CITY's standards and criteria 23 D To make available to AUTHORITY all necessary CITY regulations, policies, procedures, 24 manuals, standard plans, and specifications required for the construction of PROJECT when requested 25 by AUTHORITY 26 1 Page 9 of 17 11461191 COOPERATIVE AGREEMENT NO. C-5-3614 1 E To attend and participate in the PROJECT's regular technical and partnering meetings for 2 AUTHORITY to brief CITY on the status of PROJECT, and to provide a forum to discuss and to resolve 3 CITY's concerns and Issues 4 F Upon award of a design-build contract by AUTHORITY, to make reasonable efforts and 5 devote reasonable resources for the Issuance of encroachment permits, and other necessary permits, if 6 applicable, to CONTRACTOR at no fee, and upon CONTRACTOR's compliance with permit 7 requirements, to not cause delay to PROJECTs construction schedule 8 G To make necessary efforts to coordinate and cooperate with AUTHORITY, its agents, and 9 contractors, to meet or exceed design-build schedule criteria as identified by AUTHORITY 10 H To waive any moratorium on the excavation or trenching work on CITY streets that were 11 recently resurfaced where such excavation or trenching are necessary for PROJECT CONTRACTOR 12 will be required to,adhere to CITY's requirements for the removal and replacement of pavement in 13 accordance with the CONTRACT DOCUMENTS and this Agreement 14 1 To cooperate with AUTHORITY and use its best efforts to cause the rearrangement or 15 relocation of all municipal and public utility facilities, in accordance with applicable State or local franchises 16 or laws, that may be determined by AUTHORITY and CITY to be within CITY's jurisdiction and pose a 17 conflict with the PROJECT CITY hereby agrees to exercise and invoke its rights under any applicable 18 State or local franchises or laws, or any prior rights or superior rights the CITY may have to effectuate 19 such rearrangement or relocation at the expense of the affected public utility as necessary to allow 20 completion of PROJECT CITY shall cooperate with the AUTHORITY and provide all appropriate and 21 necessary support to achieve this result in the event the public utility fails to make the rearrangement 22 or relocation or falls to agree to make the rearrangement or relocation in a timely manner, the CITY 23 shall assign to AUTHORITY its rights to rearrange or relocate said public utility under State law, or the 24 pertinent agreement or recorded instrument that the CITY has with the public utility CITY shall 25 cooperate with AUTHORITY, provide assistance to AUTHORITY as needed, and join with 26 AUTHORITY as a party in the prosecution or defense of the CITY's and the AUTHORITY's rights Page 10of17 11461191 COOPERATIVE AGREEMENT NO. C-5-3614 1 under the laws of the State of California to cause such rearrangements or relocations Wherever 2 possible, any rearrangement or relocation of a public utility shall be made to an area covered by a 3 State or local franchises or laws All conditions of this clause shall be subject to utility agreements 4 which are separate from and outside of this Agreement 5 J Subject to approval by CITY's City Council, to take ownership of property acquired by 6 AUTHORITY for PROJECT, and which is necessary for CITY FACILITIES upon completion of the CITY 7 FACILITIES, and title to such right-of-way having been acquired by AUTHORITY Conveyance of such 8 property to the CITY shall be completed through an executed Property Transfer Agreement with 9 AUTHORITY AUTHORITY shall convey such property in a condition acceptable to CITY and in 10 accordance with CALTRANS Right of Way Manual 11 K To accept operation and maintenance of the CITY FACILITIES, or portion thereof, upon 12 their acceptance by AUTHORITY, and based upon the AUTHORITY's written certification that the 13 AUTHORITY has complied with all terms of the Agreement The acceptance of the CITY FACILITIES 14 and written certification shall not unreasonably be withheld CITY acknowledges that CITY FACILITIES 15 may be completed at different times and accepted in different stages of PROJECT 16 L In the event CITY requests additional CITY FACILITY improvements or work not defined 17 herein to be incorporated into PROJECT after release of the RFP, CITY shall be solely responsible for 18 all costs and expenses related thereto, including 1) the costs incurred to incorporate the 19 improvements into the PROJECT's scope of work, 2) additional design, construction and oversight 20 costs arising from or associated with the improvements, including change orders related thereto, 3) 21 additional operations and maintenance costs arising from or associated with the improvements, 22 including change orders related thereto, and 4) costs associated with any impact on the design and 23 construction schedule associated with the improvements, including any associated PROJECT delay 24 costs and damages This is not intended to eliminate mitigations for required PROJECT changes 25 identified during construction AUTHORITY, at its sole discretion, may agree to incorporate such 26 CITY FACILITY improvements or work, via an amendment to this Agreement, identifying the CITY Page 11 of 17 11461191 COOPERATIVE AGREEMENT NO. C-5-3614 1 FACILITY improvements or work, estimated costs, and funding sources from CITY for these 2 improvements 3 M To submit monthly invoices to AUTHORITY for work completed and actual costs incurred 4 by CITY for CITY SERVICES, pursuant to ARTICLE 5 REQUEST FOR REIMBURSEMENT CITY shall 5 submit final invoice no later than ninety (90) days after final acceptance of PROJECT Any costs in 6 excess of the amounts specified herein shall not be incurred without a written amendment to this 7 Agreement 8 ARTICLE 5. REQUEST FOR REIMBURSEMENT 9 In order for CITY to be reimbursed for incurred costs relative to PROJECT, CITY agrees 10 A To prepare and submit to AUTHORITY a monthly invoice with supporting 11 documentation CITY's invoice shall include allowable PROJECT costs incurred and paid for by CITY 12 The invoice submitted by CITY shall be signed by an authorized agent who can duly certify the 13 accuracy of the included information 14 B The invoice shall be submitted on CITY's letterhead 15 C The invoice shall be submitted by CITY, and in duplicate, to AUTHORITY's Accounts 16 Payable Office Each invoice shall include the following information 17 1 Agreement Number C-5-3614 18 2_ The total of PROJECT expenditures shall specify the percent and amount of funds 19 to be reimbursed, and include support documentation for all expenses invoiced, excluding pavement 20 mitigation lump sum reimbursement 21 3 Adequate detail describing all work completed, excluding pavement mitigation lump 22 sum reimbursement 23 4. Such other information as requested by AUTHORITY 24 D To consult with AUTHORITY'S Project Manager for questions regarding non-reimbursable 25 expenses 26 / Page 12 of 17 11461191 COOPERATIVE AGREEMENT NO. C-5-3614 1 E That total payments shall not exceed the maximum obligation specified in ARTICLE 7 2 MAXIMUM OBLIGATION 3 ARTICLE 6. DELEGATED AUTHORITY 4 The actions required to be taken by CITY in the Implementation of this Agreement are delegated 5 to its CITY Public Works Director, or designee, and the actions required to be taken by AUTHORITY in 6 the implementation of this Agreement are delegated to AUTHORITY's Chief Executive Officer or 7 designee 8 ARTICLE 7 MAXIMUM OBLIGATION 9 Notwithstanding any provisions of this Agreement to the contrary, AUTHORITY and CITY 10 mutually agree that AUTHORITY's maximum cumulative payment obligation hereunder shall be Five 11 Hundred Ninety Six Thousand Two Hundred dollars ($596,200), excluding mitigation pavement, unless 12 agreed to and amended by both Parties AUTHORITY's maximum cumulative obligation for pavement 13 mitigation shall be addressed in a future amendment to this Agreement 14 ARTICLE & AUDIT AND INSPECTION 15 AUTHORITY and CITY shall maintain a complete set of records in accordance with generally 16 accepted accounting principles Upon reasonable notice, CITY shall permit the authorized 17 representatives of the AUTHORITY to inspect and audit all work, materials, payroll, books, accounts, and 18 other data and records of CITY for a period of four (4) years after final payment, or until any on-going 19 audit is completed For purposes of audit, the date of completion of this Agreement shall be the date of 20 AUTHORITY's payment of CITY's final billing (so noted on the invoice) under this Agreement 21 AUTHORITY shall have the right to reproduce any such books, records, and accounts The above 22 provision with respect to audits shall extend to and/or be included in contracts with CITY's contractor or 23 consultant 24 ARTICLE 9. INDEMNIFICATION 25 A To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole 26 cost and expense with legal counsel reasonably acceptable to CITY), indemnify, protect, and hold Page 13 of 17 1146119 1 COOPERATIVE AGREEMENT NO. C-5-3614 1 harmless CITY, Its officers,directors,employees, and agents(collectively the"Indemnified Parties"),from 2 and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration 3 awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and 4 attorney fees (collectively"Claims"), including but not limited to Claims arising from injuries to or death of 5 persons(CITY's employees included),for damage to property, including property owned by CITY,or from 6 any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, 7 omissions or willful misconduct of AUTHORITY, its officers, directors, employees or agents in connection 8 with or arising out of the performance of this Agreement 9 B To the fullest extent permitted by law, CITY shall defend(at CITY's sole cost and expense 10 with legal counsel reasonably acceptable to AUTHORITY), indemnify, protect, and hold harmless 11 AUTHORITY, its officers, directors, employees, and agents (collectively the "Indemnified Parties"), from 12 and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration 13 awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and 14 attorney fees (collectively"Claims"), including but not limited to Claims arising from injuries to or death of 15 persons (AUTHORIT`s employees included), for damage to property, including property owned by 16 AUTHORITY, or from any violation of any federal, state, or local law or ordinance, alleged to be caused 17 by the negligent acts, omissions or willful misconduct of CITY, its officers, directors, employees or agents 18 in connection with or arising out of the performance of this Agreement 19 C The indemnification and defense obligations of this Agreement shall survive its expiration 20 or termination 21 ARTICLE 10. ADDITIONAL PROVISIONS 22 A Term of Agreement The term of this Agreement shall be in full force and effect through 23 April 30, 2023 24 B Termination In the event either Party defaults in the performance of its obligations under 25 this Agreement or breaches any of the provisions of this Agreement,the non-defaulting Party shall provide 26 written notice to the defaulting Party to cure such default within 30 days of such default If the default Page 14 of 17 11461191 COOPERATIVE AGREEMENT NO. C-5-3614 1 cannot be cured within such time, as determined by the non-defaulting Party, then the defaulting Party 2 shall have such additional time as provided in the written notice or such time as the Parties may otherwise 3 agree in writing In any event,the non-defaulting Party shall promptly take such actions as are reasonably 4 necessary to cure the default If the default or breach is material and not cured within the time provided 5 herein, either Party has the option, in addition to any other remedies available at law, to terminate this 6 Agreement upon thirty (30) days' prior written notice to the other Party 7 C Compliance with All Laws AUTHORITY and CITY shall comply with all applicable federal, 8 state, and local laws, statues, ordinances and regulations of any governmental authority having 9 jurisdiction over the PROJECT 10 D Legal Authority AUTHORITY and CITY warrant that the persons executing this 11 Agreement on each Party's behalf are authorized to bind such Party to the terms of this Agreement and 12 that by so executing this Agreement, such Party hereto shall be formally bound to the provisions of this 13 Agreement 14 E Severability If any term, provision, covenant or condition of this Agreement is held to be 15 Invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the 16 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or 17 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law 18 F Counterparts of Agreement This Agreement may be executed and delivered in any 19 number of counterparts, each of which,when executed and delivered shall be deemed an original and all 20 of which together shall constitute the same agreement Facsimile signatures will be permitted 21 G Force Maieure Either Party shall be excused from performing its obligations under this 22 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable 23 cause beyond its control, including but not limited to, any incidence of fire, flood, acts of God, 24 commandeering of material, products, plants or facilities by the federal,state or local government, national 25 fuel shortage, or a material act or omission by the other Party, when satisfactory evidence of such cause 26 is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond Page 15 of 17 11461191 COOPERATIVE AGREEMENT NO. C-5-3614 1 the control and is not due to the fault or negligence of the Party not performing 2 H Assignment Neither this Agreement, nor any of the Parties' rights, obligations, duties, or 3 authority hereunder may be assigned in whole or in part by either Party without the prior written consent 4 of the other Party in its sole and absolute discretion Any such attempt of assignment shall be deemed 5 void and of no force and effect Consent to one assignment shall not be deemed consent to any 6 subsequent assignment, nor the waiver of any right to consent to such subsequent assignment 7 1 Governing Law The laws of the State of California and applicable local and federal laws, 8 regulations and guidelines shall govern this Agreement 9 J Notices Any notices, requests, or demands made between the Parties pursuant to this 10 Agreement are to be directed as follows 11 12 To CITY To AUTHORITY 13 City of Huntington Beach Orange County Transportation Authority 14 Public Works Department 550 South Main Street 15 P O Box 190 "P O Box 14184 16 Huntington Beach, CA 92648 Orange, CA 92863-1584 17 Attention Travis Hopkins Attention Ms Reem Hashem 18 Director of Public Works Principal Contract Administrator 19 Tel (714) 374-5348 Tel (714) 560-5446 20 Email thopkins@surfcity-hb org Email rhashem@octa net 21 22 23 24 25 26 Page 16 of 17 11461191 COOPERATIVE AGREEMENT NO. C-5-3614 1 This Agreement shall be made effective upon execution by both Parties 2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement No C-5-3614 to be 3 executed on the date first above written 4 CITY OF HUNTINGTON BEACH ORANGE COU TR SP RTATION AUTHORITY 5 6 By By Jim la Darrell Jd 7 Mayor Chief E ec tive Officer 8 ATTEST: APPROVED AS TO FORM: 9 10 y ,✓ By 11 oan L F nn mes Donich ity Clerk General Counsel 12 APPROVAL RECOMMENDED: APPROVAL R OMME ED: 13 14 By By 15 Travis Hopkins recut eil, P E Public Works Director ive Direct r, Capital Programs 16 APPROVED AS TO P4/;M: 5 17 18 By Dated 2S ZO/ ichael Gates 19 City Attorney 20 21 Dated f 22 23 Attachment 24 Schedule A—Maximum Reimbursement for Combined City Services 25 �n 26 Page 17 of 17 1146119 1 COOPERATIVE AGREEMENT NO. C-5-3614 SCHEDULE A REIMBURSEMENT FOR COMBINED CITY SERVICES CITY OF HUNTINGTON BEACH Reimbursement Item No. Reimbursement Description MaximumAmount(1) Review and approval of plans, specifications, plans, and other pertinent engineering plans and 1 reports, Traffic Management Plan (TMP) review and concurrence, and construction oversight $350,100 inspection services related to CITY FACILITIES 2 Traffic engineering and detour inspection $136,000 3 Police services (including overtime costs) $110,100 4 Pavement Mitigation TBD (2) TOTAL MAXIMUM REIMBURSEMENT $596,200 (1) Schedule A shows estimated reimbursement amounts for each CITY SERVICES item of work During the term of this Agreement, the CITY may redistribute funds for items of work as needed, however, the total amount for CITY SERVICES shall not exceed the Total Maximum Reimbursement amount shown herein (2) This amount will be determined after CONTRACTOR is hired by AUTHORITY, and shall be reimbursed as a one-time, lump sum amount upon execution of an amendment to this Agreement 03/11/2106 � ,�� ' 'rid n, •' City of Huntington Beach ;t } 200o Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ www.huntingtonbeachca.gov 1 77 i1909. - Office of the City Clerk Ff9 P� � / Joan L. Flynn, City Clerk April 29, 2016 Orange County Transportation Authority Attn Reem Hashem, Principal Contract Administrator 550 South Main Street P O Box14184 Orange, CA 92863-1584 Dear Ms Hashem Enclosed is one original of"Cooperative Agreement No C-5-3614 Between Orange County Transportation Authority and City of Huntington Beach for 1-405 Improvement Project" Upon complete execution, please return a copy to us Please mail the document to Joan L Flynn City Clerk 2000 Main Street Huntington Beach CA 92648 Your attention to this matter is greatly appreciated Sincerely, Joan L Flynn, CMC City Clerk JF pe Enclosure Sister Cities Anjo,Japan ♦ Wartakere, New Zealand E E L LM 3 C � S� U r-a CD 1 -405 Freeway A Purpose o Updates existing 1978 Freeway Agreement 0 o Sets mutual requirements for local street closures, etc. during construction o City agrees to accept modifications to City streets o Identifies all post-construction freeway/local street access points in HB Public ea ri n o Public Hearing required for the Freeway agreement by the State Streets and Highway Code. x o Advertising in local news paper io days in advance of public hearing g was required. CD W r+ CD ,K' S p N , 1 -405 Cooperative Agreement Purpose o Agreement between OCTA and City o Facilitate construction of improvements Q Identifies roles and responsibilities of each party P P ty © Sets a reimbursement process & amount for City involvement s:a f 7 %i ' ', v ,. a' 1 -405 Agreement • Maximum reimbursement of $596,200 ® Plan reviews ® Inspection ® Traffic signal operational changes ® Police services • Items to be addressed separately: ® Utility relocations ® Pavement deterioration N W W CD tQ Recommended o Hold public hearing for Freeway Agreement o Adopt Resolution 2oi6-i8 approving Freeway x Agreement with Caltrans N o Authorize execution of Cooperative Agreement with OCTA NOTICE OF PUBLIC HEARING BEFORE THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH NOTICE IS HEREBY GIVEN that on Monday,April 18, 2016 at 6 00 pm in the City Council Chambers, 2000 Main Street, Huntington Beach, the City Council will hold a public hearing on the following item REQUEST To approve a new Freeway Agreement with the State of California Department of Transportation for Interstate 405 The Agreement acknowledges upcoming freeway improvements and identifies all planned access locations within the City of Huntington Beach A copy of the proposed Freeway Agreement is on file in the City Clerk's Office, 2000 Main Street, Huntington Beach, California 92648,for inspection by the public A copy of the staff report will be available to interested parties at the City Clerk's Office or online at www huntingtonbeachca gov on Thursday, April 14 ALL INTERESTED PERSONS are invited to attend said hearing and express opinions or deliver written comments to the City Clerk at, or prior to, the public hearing Joan L Flynn, City Clerk City of Huntington Beach 2000 Main Street, 2"d Floor Huntington Beach, California 92648 714-536-5227 www huntingtonbeachca gov/HBPublicComments