HomeMy WebLinkAboutOCTA - Orange County Transportation Authority - 2012-11-19\-7 '(2cAc-t- Zlo
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City lerk's gnatur
Council Meeting Date: November 19, 2012
Department ID Number: PW12-065
CITY OF HUNTINGTON. BEACH
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 Cooperative Agreement No.
C-2-1641 between Orange County Transportation Authority (OCTA)
and the City.for Federal Transit Administration Section 5307 Project:
Edinger Avenue Bicycle Path, CC-1447
Statement of Issue: A Cooperative Agreement between the Orange County Transportation
Authority (OCTA) and the City of Huntington Beach is required to receive Federal Transit
Administration (FTA) Section 5307 grant funding for the Edinger Avenue Bicycle Path.
Financial Impact: Funds in the amount of $64,110 have been budgeted in FY 12-13 and
are available in Edinger Parkway Account No. 21390022.82300 for the 25% Local Match
requirement. Sufficient funds are available in the Measure M2 Fund Balance to cover the
$192,330, which is the maximum amount eligible for reimbursement through FTA Section
5307 grant monies.
Recommended Action: Motion to:
A) Approve "Cooperative Agreement No. C-2-1641 between Orange County Transportation
Authority and City of Huntington Beach for Federal Transit Administration Section 5307
Project: Edinger Avenue Bicycle Path;" and,
B) Authorize the Mayor and. City Clerk to execute two (2) original agreements in blue ink;
and,
C) Direct the City Clerk to return two (2) original signed agreements to: Trisha Krinke,
OCTA Contract Administrator, 550 South Main Street, P.O. Box 14184, Orange, CA 92863-
1584.
Alternative Action(s): Reject the cooperative agreement and direct staff on how to
proceed.
Item 7. - I HB -114-
ATTACHMENT #1
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COOPERATIVE AGREEMENT NO. C-2-1641
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF HUNTINGTON BEACH
FOR
FEDERAL TRANSIT ADMINISTRATION SECTION 5307 PROJECT
EDINGER AVENUE BICYCLE PATH
THIS AGREEMENT is effective this oV -!:� day of )2220UarU_ 2013, by and
between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184,
Orange, California 92863-1584, a public corporation of the State of California (hereinafter referred to
as "AUTHORITY"), and the City of Huntington Beach, 2000 Main Street, Huntington Beach,
California 92648, a municipal corporation duly organized and existing under the constitution and
laws of the State of California (hereinafter referred to as "CITY"), which are sometimes individually
referred to as "PARTY', and collectively referred to as "PARTIES".
RECITALS:
WHEREAS, AUTHORITY and CITY desire to enter into a Cooperative Agreement to define
the roles and responsibilities related to funding between the AUTHORITY and CITY for construction
of Edinger Avenue Bicycle Path Project; (hereinafter referred to as "PROJECT"); and
WHEREAS, the AUTHORITY through the 2010 Transportation Enhancement Call for
Projects (TE) offers an opportunity for local agencies to receive Federal Transit Administration
(FTA), Section 5307 funds to be used for construction of transit related transportation enhancement
projects including bicycle and pedestrian projects; and
WHEREAS, the AUTHORITY is the designated grant recipient for FTA Section 5307 funds;
and
L:Ca mm\CLERICAL\CLERICAL\W ORDPROC\NGREE\AG21641
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AGREEMENT NO. C-2-1641
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WHEREAS, on September 27, 2010, the AUTHORITY's Board of Directors approved the
2010 Transportation Enhancement Priority List of Projects; and
WHEREAS, on January 10, 2011, the AUTHORITY's Board of Directors approved an
updated priority list of projects for the TE program; and
WHEREAS, on September 26, 2011, the AUTHORITY's Board of Directors approved
providing funding of up to One Hundred Ninety Two Thousand Three Hundred Thirty Dollars
($192,330) or 75% of the total project cost, final cost is determined at bid award, in FTA Section
5307 funds for PROJECT, defined in the CITY's application for TE funds which is hereby
incorporated by reference; and
WHEREAS, the CITY has agreed to provide non federal funding of up to Sixty Four
Thousand One Hundred Ten Dollars ($64,110) or 25% of the total project cost as determined at bid
award, as the required local match for a total PROJECT cost of up to Two Hundred Fifty Six
Thousand Four Hundred Forty Dollars ($256,440); and
WHEREAS, CITY and AUTHORITY agree that the maximum funding provided by
AUTHORITY shall not exceed One Hundred Ninety Two Thousand Three Hundred Thirty Dollars
($192,330) in FTA Section 5307 funds in accordance with the Exhibit A titled "FTA 5307 Funding
Plan", which is attached herein and incorporated by reference; and
WHEREAS, the CITY agrees to act as lead Agency for engineering, right-of-way acquisition,
construction management and construction of said PROJECT; and
WHEREAS, AUTHORITY and CITY agree to enter into this cooperative agreement to enable
AUTHORITY to pass along the FTA section 5307 grant funds received from FTA to CITY, contingent
upon funding being approved by FTA; and
WHEREAS, this Cooperative Agreement defines the specific terms and conditions, funding
and compliance responsibilities between AUTHORITY and CITY (hereinafter referred to as
"PARTIES") for completion of PROJECT; and
WHEREAS, on June 22, 2009, July 12, 2010, January 24, 2011 and September 12, 2011,
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AGREEMENT NO. C-2-1641
1 and with pending future Board action related to the annual FTA, Section 5307 Program of Projects,
2 the AUTHORITY's Board of Directors has authorized the Authority's Chief Executive Officer to file
3 and execute grant related agreements needed to secure and make available the FTA, Section 5307
4 grant program; and
5 WHEREAS, the CITY's Council approved the Cooperative Agreement on /9 day of
6 / V d ✓� 2012.
7 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as
s follows:
9 ARTICLE 1. COMPLETE AGREEMENT
10 A. This Agreement, including any attachments incorporated herein and made applicable
ii by reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of
12 this agreement between AUTHORITY and CITY and it supersedes all prior representations,
13 understandings, and communications. The invalidity in whole or in part of any term or condition of
14 this Agreement shall not affect the validity of other term(s) or conditions(s) of this Agreement. The
15 above referenced Recitals are true and correct and are incorporated by reference herein.
16 B. AUTHORITY'S failure to insist on any instance(s) of CITY's performance of any
17 term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of
is AUTHORITY's right to such performance or to future performance of such term(s) or condition(s),
19 and CITY's obligation in respect thereto shall continue in full force and effect. Changes to any
20 portion of this Agreement shall not be binding upon AUTHORITY except when specifically confirmed
21 in writing by an authorized representative of AUTHORITY by way of a written amendment to this
22 Agreement and issued in accordance with the provisions of this Agreement.
23 C. CITY's failure to insist on any instance(s) of AUTHORITY's performance of any
24 term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of
25 CITY's right to such performance or to future performance of such term(s) or condition(s), and
26 AUTHORITY's obligation in respect thereto shall continue in full force and effect. Changes to any
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AGREEMENT NO. C-2-1641
i portion of this Agreement shall not be binding upon CITY except when specifically confirmed in
2 writing by an authorized representative of CITY by way of a written amendment to this Agreement
3 and issued in accordance with the provisions of this Agreement.
4 ARTICLE 2. SCOPE OF AGREEMENT
5 This Agreement specifies the terms and conditions, roles and responsibilities of the PARTIES
6 as they pertain to the subjects and projects addressed herein. Both AUTHORITY and CITY agree
7 that each will cooperate and coordinate with the other in all activities covered by this Agreement and
s any other supplemental agreements that may be required to facilitate purposes thereof.
9 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
10 AUTHORITY agrees to the following responsibilities for PROJECT:
ii A. AUTHORITY shall formally request on behalf of the CITY that the Southern California
12 Association of Governments (SCAG) amend the Federal Transportation Improvement Program (FTIP)
13 to provide up to One Hundred Ninety Two Thousand Three Hundred Thirty Dollars ($192,330) in FTA
14 funding for PROJECT, whereby AUTHORITY's performance under this Agreement is contingent upon
15 SCAG, Caltrans and FHWA approval.
16 B. AUTHORITY, in accordance with Exhibit A and upon request for reimbursement not
17 more frequently than quarterly in arrears, shall reimburse CITY for 75% of FTA eligible PROJECT
is expenditures in an amount not to exceed One Hundred Ninety Two Thousand Three Hundred Thirty
19 Dollars ($192,330).
20 C. AUTHORITY shall not be obligated to program any amount beyond what has been
21 identified in this Article.
22 D. AUTHORITY shall process any required FTIP amendments.
23 E. The AUTHORITY shall monitor CITY's compliance with the requirements of FTA's
24 Title VI of the Civil Rights Act of 1964, as per Exhibit F titled "Required Federal Clauses," which is
25 herein incorporated by reference and made a part of this Agreement.
26 F. AUTHORITY to reimburse CITY within thirty (30) days following receipt of an invoice
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AGREEMENT NO. C-2-1641
1 which is complete, properly prepared, and complies with the requirements of ARTICLE 5 below.
2 G. AUTHORITY shall cancel projects for which the CITY has not awarded a construction
3 contract by June 30th of the fiscal year identified in Exhibit A.
4 ARTICLE 4. RESPONSIBILITIES OF CITY
s CITY agrees to the following responsibilities for PROJECT:
6 A. CITY agrees that all funds received pursuant to ARTICLE 3 paragraph A, shall be
7 used exclusively to construct the PROJECT per the TE Call for Projects TE application provided by
s the CITY and herein incorporated by reference.
9 B. CITY will act as the lead AGENCY for the engineering, right-of-way, construction and
10 construction management of the PROJECT.
11 C. CITY is responsible for submitting quarterly reports as specified in Exhibit B titled
12 "FTA 5307 Quarterly Report Form" included in this agreement and incorporated into and made part
13 of the agreement for the PROJECT due on April 15, August 15, October 15 and January 15 of each
14 year.
15 D. CITY acknowledges that if the construction contract for the construction phase for the
16 project is not awarded, by June 30 within the fiscal year identified in Exhibit A, the proposed funding
17 will be cancelled by AUTHORITY.
18 E. CITY agrees to provide a minimum of 25% of the final project cost in City funds as the
19 required local match. Based on the existing budget, this amount is estimated to be Sixty Four
20 Thousand One Hundred Ten Dollars ($64,110). Actual match will be determined based on
21 construction contract award amount.
22 F. CITY agrees that the overall budget for this PROJECT is not -to -exceed amount of
23 Two Hundred Fifty Six Thousand Four Hundred Forty Dollars ($256,440); contingent on approval of
24 FTA Section 5307 funds by the FTA.
25 G. CITY agrees that any cost overruns shall be the responsibility of the CITY.
26 /
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AGREEMENT NO. C-2-1641
1 H. CITY agrees that any cost savings in construction will be divided proportionally
2 between FTA Section 5307 and local funding based on proportional funding for construction phase
3 in accordance with Exhibit A.
4 I. CITY is responsible for completing the PROJECT as specified in Exhibit A, timely use
5 of funds requirements, and to abide by all TE Call for projects guidelines, FTA Section 5307
6 guidelines, Exhibit F and any and all other applicable federal, state or local requirements or laws.
7 The CITY shall comply with the sub -recipient monitoring process performed by the Authority and/or
s the AUTHORITY's designee.
9 J. CITY is required to maintain and provide to the AUTHORITY:
10 a. An annual FTA Compliance Self -Certification;
ii b. Notification to beneficiaries of protection under Title VI;
12 c. Title VI complaint procedure;
13 d. Meaningful access to limited -English persons (LEP), low-income and minority
14 persons.
15 K. CITY agrees to comply with all Federal Transit Administration third party procurement
16 and contracting laws and regulations and to include required federal clauses in all third party
17 contracts, as per Exhibit F.
is L. CITY agrees to provide to AUTHORITY a thirty (30) days written notice, should CITY
19 decide to cancel or terminate the project for which it is seeking funding under this Agreement.
20 ARTICLE 5. REQUEST FOR REIMBURSEMENT
21 A. CITY shall contribute at least 25% required local contribution of matching funds (other
22 than Federal Funds), if any is specified within this Agreement or any attachments hereto, toward the
23 actual costs of PROJECT.
24 B. Not more frequently than quarterly, CITY shall prepare and submit to AUTHORITY an
25 invoice as specified in Exhibit C, titled "Invoice," and supporting documentation as specified in
26 Exhibit D, titled "FTA Funding Reimbursement — Required Supporting Documents" included in this
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AGREEMENT NO. C-2-1641
1 Agreement, which is incorporated into and made part of this Agreement. CITY's invoice shall include
2 allowable PROJECT costs incurred and paid for by CITY consistent with the Project's Scope of
3 Work. The invoice submitted by CITY shall be signed by an authorized agent who can duly certify
4 the accuracy of the included information. Advance payments by AUTHORITY are not allowed.
s C. The invoice must be submitted on CITY's letterhead.
6 D. The invoice shall be submitted by CITY and in duplicate to AUTHORITY's Accounts
7 Payable Office. Each invoice shall include the following information:
s a. Agreement Number C-2-1641;
9 b. The total of PROJECT expenditures shall specify the percent and amount of
10 Federal Funds to be reimbursed which shall not exceed 75% of the total eligible expenditures.
11 C. Support documentation for all expenses invoiced.
12 d. Adequate detail describing all work completed.
13 e. Such other information as requested by AUTHORITY.
14 E. Eligible Project costs are described in the Federal Grant and in the FTA guidelines.
15 F. CITY should consult with AUTHORITY's Project Manager for questions regarding
16 non -reimbursable expenses.
17 G. Total payments shall not exceed the Funding Amount specified in ARTICLE 3
18 paragraph B above. No invoice will be processed by AUTHORITY after the Federal Grant
19 termination date.
20 H. CITY shall submit final invoice no later than ninety (90) days after final acceptance of
21 project.
22 I. If any amounts paid to CITY are disallowed or not reimbursed by the FTA for any
23 reason, CITY shall remit to AUTHORITY the disallowed or non -reimbursed amount(s) within 30 days
24 from receipt of AUTHORITY's notice. All payments made by AUTHORITY hereunder are subject to
25 the audit provisions contained herein and within the Federal Grant.
26 /
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AGREEMENT NO. C-2-1641
1 ARTICLE 6. DELEGATED AUTHORITY
2 The actions required to be taken by CITY in the implementation of this Agreement are
3 delegated to its Mayor, or designee, and the actions required to be taken by AUTHORITY in the
4 implementation of this Agreement are delegated to AUTHORITY's Chief Executive Officer, or
s designee.
6 ARTICLE 7. AVAILABILITY OF FUNDS
7 This Agreement will allow AUTHORITY to pass along the Federal Funds from the Federal
s Grant to CITY. The Federal Funds are subject to the terms and conditions of this Agreement, the
9 Federal Grant, and the applicable requirements of AUTHORITY and the FTA. This Agreement
10 neither implies nor obligates any funding commitment by AUTHORITY for the services as specified
ii in Exhibit A. All funds are contingent upon federal appropriation and the FTA's approval of a grant
12 application. If a Letter of No Prejudice is issued by the FTA, CITY shall assume all the risk of
13 spending the Local Match early on in the PROJECT.
14 ARTICLE 8. 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,
is and other data and records of CITY for a period of four (4) years after final payment, or until any on-
19 going audit is completed. For purposes of audit, the date of completion of this Agreement shall be
20 the date of AUTHORITY's payment of CITY's final billing (so noted on the invoice) under this
21 Agreement. AUTHORITY shall have the right to reproduce any such books, records, and accounts.
22 The above provision with respect to audits shall extend to and/or be included in construction
23 contracts with CITY's contractor.
24 ARTICLE 9. INDEMNIFICATION
25 A. CITY shall indemnify, defend and hold harmless AUTHORITY, its officers, directors,
26 employees and agents from and against any and all claims (including attorney's fees and reasonable
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AGREEMENT NO. C-2-1641
1 expenses for litigation or settlement) for any loss or damages, bodily injuries, including death,
2 worker's compensation subrogation claims, damage to or loss of use of property alleged to be
3 caused by the negligent acts, omissions or willful misconduct by CITY, its officers, directors,
4 employees or agents in connection with or arising out of the performance of this Agreement.
s B. AUTHORITY shall indemnify, defend and hold harmless CITY, its officers, directors,
6 employees and agents from and against any and all claims (including attorney's fees and reasonable
7 expenses for litigation or settlement) for any loss or damages, bodily injuries, including death,
s worker's compensation subrogation claims, damage to or loss of use of property alleged to be
9 caused by the negligent acts, omissions or willful misconduct by AUTHORITY, its officers, directors,
10 employees or agents in connection with or arising out of the performance of this Agreement.
11 C. The indemnification and defense obligations of this Agreement shall survive its
12 expiration or termination.
13 ARTICLE 10. REQUIRED FEDERAL CLAUSES AND CERTIFICATIONS
14 The CITY is required to adhere to the applicable federal clauses provided in Exhibit F.
15 ARTICLE 11. ADDITIONAL PROVISIONS
16 The AUTHORITY and CITY. agree to the following mutual responsibilities:
17 A. Term of Agreement: This Agreement shall continue in full force and effect through
18 project completion and final acceptance by AUTHORITY, or 36 months from the date of construction
19 contract award, whichever is earlier. This Agreement may be extended at the mutual consent of
20 both PARTIES.
21 B. Termination: This agreement is null and void if project is not funded. AUTHORITY
22 shall cancel projects for which CITY has not awarded a construction contract by June 30 of the fiscal
23 year identified in Exhibit A. This Agreement may be terminated by either PARTY after giving thirty
24 (30) days written notice. This Agreement shall not be terminated without mutual agreement of both
25 PARTIES.
26 /
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AGREEMENT NO. C-2-1641
i
2 C. This Agreement may be amended in writing at any time by the mutual consent of both
3 PARTIES. No amendment shall have any force or effect unless executed in writing by both
4 PARTIES.
s D. AUTHORITY and CITY shall comply with all applicable federal, state, and local laws,
6 statues, ordinances and regulations of any governmental authority having jurisdiction over the
7 PROJECT.
s E. Legal Authority: AUTHORITY and CITY hereto consent that they are authorized to
9 execute this Agreement on behalf of said PARTIES and that, by so executing this agreement, the
10 PARTIES hereto are formally bound to the provisions of this Agreement.
ii F. Severability: If any term, provision, covenant or condition of this Agreement is held to
12 be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the
13 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or
14 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
15 G. Counterparts of Agreement: This Agreement may be executed and delivered in any
16 number of counterparts, each of which, when executed and delivered shall be deemed an original
17 and all of which together shall constitute the same agreement. Facsimile signatures will be
is permitted.
19 H. Force Maieure: Either PARTY shall be excused from performing its obligations under
20 this Agreement during the time and to the extent that it is prevented from performing by an
21 unforeseeable cause beyond its control, including but not limited to; any incidence of fire, flood; acts of
22 God; commandeering of material, products, plants or facilities by the federal, state or local government;
23 national fuel shortage; or a material act or omission by the other PARTY; when satisfactory evidence of
24 such cause is presented to the other PARTY, and provided further that such nonperformance is
25 unforeseeable, beyond the control and is not due to the fault or negligence of the PARTY not
26 performing.
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AGREEMENT NO. C-2-1641
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I. Assignment: Neither this Agreement, nor any of the PARTIES rights, obligations, duties,
or authority hereunder may be assigned in whole or in part by either PARTY without the prior written
consent of the other PARTY in its sole and absolute discretion. Any such attempt of assignment shall
be deemed void and of no force and effect. Consent to one assignment shall not be deemed consent
to any subsequent assignment, nor the waiver of any right to consent to such subsequent assignment.
J. Obligations To Comply with Law: Nothing herein shall be deemed nor construed to
authorize or require any PARTY to issue bonds, notes or other evidences of indebtedness under the
terms, in amounts, or for purposes other than as authorized by local, state or federal law.
K. Governinq Law: The laws of the State of California and applicable local and federal
laws, regulations and guidelines shall govern this Agreement.
L. Litigation fees: Should litigation arise out of this Agreement for the performance thereof,
the court shall award costs and expenses, including attorney's fees, to the prevailing PARTY.
M. Notices: Any notices, requests, or demands made between the PARTIES pursuant to
this Aqreement are to be directed as follows:
To AGENCY:
To AUTHORITY:
City of Huntington Beach
Orange County Transportation Authority
2000 Main Street
550 South Main Street
Huntington Beach, CA 92648
P. O. Box 14184
Orange, CA 92863-1584
Attention: Travis K. Hopkins, P.E.
Attention: Ms. Reem Hashem
Director of Public Works
Principal Contract Administrator
Tel: 714-536-5431
714-560-5446
Email: thopkins@surfcity-hb.org
Email: rhashem@octa.net
Cc: Ben Ku, Senior Transportation
Funding Analyst
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AGREEMENT NO. C-2-1641
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N. Successors and Assigns: The provisions of this Agreement shall bind and inure to the
benefit of each of the PARTIES hereto, and all successors or assigns of the PARTIES hereto.
O. Time is of the Essence: Time is of the essence for the work identified in Exhibit A. All
work must be completed no later than 36 months after the construction contract award date.
This agreement shall be effective upon execution by both PARTIES.
IN WITNESS WHEREOF, the PARTIES hereto have caused this Agreement No. C-2-1641 to
be executed on the date first above written.
CITY OF HUNTINGTON BEACH
By:
Don Hansen
Mayor
ATTEST:
ORANGE COUNTY TRANSPORTATION AUTHORITY
By.
Will Kempton
Chief Executive Officer
APPROVED AS TO FORM:
XBy: By:
Jea --Fiyrin Kennard R. Smart, Jr.
r City Clerk General Counsel
APPROVED AS TO FORM:
APPROVAL
ED:
ennif+rcGrath Kia Mortazavi
City Attorney '� ((�I�1,41v Executive Direct � , Planning
L:Camm\CLERICAL\CLEW CAL\W ORD PROC\AG REE\AG21641
Dated: / _ / y--/-j
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AGREEMENT NO. C-2-1641
EXHIBIT A
FAEXHIBIT A: FTA 5307 FUNDING PLAN
OCTA
Project Title: Edinger avenue Bicycle Path
Agency: Huntington Beach Date: 05/18/12
Completion
Schedule Date
Draft Environmental Document
Mar. 2010
Final Environmental Document
Mar. 2010
Begin Design Engineering
Oct. 2012
Plans, Specifications, and Cost Estimates complete
Feb. 2013
Start Right -of -Way Acquisition
Mar. 2013
Right -of -Way Certification
N/A
Submit Request for Authorization for Const (E-76)
N/A
Ready to Advertise
Apr. 2013
Award Construction
Jun. 2013
Project Completion (open for use)
Oct. 2013
Funding: FTA 5307 $192,330 75( 00%) Local Match $64,110 25( 00%) Total Funding $256,440
Preliminary Engineering
Fund Source
Fiscal Year
Original Planned
Allocation
Percentage of Prelim.
Engineering Total
Prelim. Engineering Subtotal
Right-of-Wav
Fund Source
Fiscal Year
Original Planned
Allocation
Percentage of Right -
of -Way Total
Right -of -Way Subtotal
Construction
Fund Source
Fiscal Year
Original Planned
Allocation
Percentage of
Construction Total
FTA Section 5307
2013-14
$192,330
75.00%
Measure M2
2012-13
$64,110
25.00%
Construction Subtotal
$256,440
100.00%
Name/Title: Jonathan Claudio, Senior Civil Engineer
Signature: hex,. �5 Date: io os ix.
Phone: (714) 374-5380
Email: jclaudio .suftity-Worg
1
AGREEMENT NO. C-2-1641
EXHIBIT B
EXHIBIT E: FTA 5307 QUARTERLY REPORT FORM
®CTA
Project Title:
Agency:
Schedule
Date:
Original
Current
Completion
Completion
Date
Date
Draft Environmental Document
Final Environmental Document
Begin Design Engineering
Plans, Specifications, and Cost Estimates complete
Start Right -of -Way Acquisition
Right -of -Way Certification
Submit Request for Authorization for Const (E-76)
Ready to Advertise
Award Construction
Project Completion (open for use
Funding Table:
Preliminary Engineering ($000's)
Fund Source
Fiscal
Year
Original
Planned
Allocation
Current
Estimates
Actual
Expended
Remaining
Allocation
Right -of -Way ($000's)
Fund Source
Fiscal
Year
Original
Planned
Allocation
Current
Estimates
Actual
Expended
Remaining
Allocation
Construction ($000's)
Fund Source
Fiscal
Year
Original
Planned
Allocation
Revised
Allocation
Actual
Expended
Remaining
Allocation
AGREEMENT NO. C-2-1641
EXHIBIT B
Major Activities:
Status:
Issues:
Name/Title:
Signature:
Phone:
Email:
AGREEMENT NO. C-2-1641
EXHIBIT C
EXHIBIT C: INVOICE TEMPLATE
FA
Project Title:
®CTA
Agency:
Date:
To: Orange County Transportation Authority
Invoice Number
550 S Main Street
Invoice Date
P.O. Box 14184
Contract Number
Orange, CA 92863-1584
Approved FTA 5307
Attn: Adriann Cardoso
Actual Local Match
I hereby certify that the statements provided here are true and correct regarding the
Project.
0%
The invoice is a true, complete and correct statement of work performed, reimbursable costs and
progress;
The backup information included with the invoice is true, complete and correct in all material
respects.
Signed Date
* This is a template. Local agencies may develop their own form as long as all the relevant
information is present.
AGREEMENT NO. C-2-1641
EXHIBIT D
EXHIBIT D: FTA FUNDING REIMBURSEMENT —
ni REQUIRED SUPPORTING DOCUMENTS
OCTA Project Title:
Agency: Date:
Required Attachments:
[]Detailed Project Description
Invoice
Supporting Documentation:
Vendor/Contract Invoices
Cancelled Checks or Proof of Payment with Payment Date
Council Action aproving Contract (First Invoice Only)
Cost Estimate Update (First Invoice Only)
AGREEMENT NO. C-2-1641
EXHIBIT E
niFTA 5307: OCTA Staff Verification
OCTA
OCTA STAFF USE ONLY
Orange County Transportation Authority staff has inspected the project site and
certifies that the project is complete and ready for use.
Proiect Title
Page 4
AGREEMENT NO. C-2-1641
REQUIRED FEDERAL CLAUSES
DEFINITIONS
EXHIBIT F
The Orange County Transportation Authority, (hereinafter referred to as "AUTHORITY")
., (hereinafter referred to as "CITY").
The following provisions apply to all agreements regardless of its value:
ARTICLE 1. FEDERAL CHANGES
CITY shall at all times comply with all applicable FTA regulations, policies, procedures
and directives, including without limitation those listed directly or by reference in the agreement
between the AUTHORITY and FTA, as they may be amended or promulgated from time to time
during this Agreement. CITY's failure to comply shall constitute a material breach of contract.
ARTICLE 2. NO FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES
AUTHORITY and CITY acknowledge and agree that, notwithstanding any concurrence
by the Federal Government in or approval of the solicitation or award of the underlying
Agreement, absent the express written consent by the Federal Government, the Federal
Government is not a party to this Agreement and shall not be subject to any obligations or
liabilities to the AUTHORITY, CITY, or any other party (whether or not a party to this Agreement)
pertaining to any matter resulting from the underlying Agreement. CITY agrees to include these
requirements in all of its subcontracts.
ARTICLE 3. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND
RELATED ACTS
A. CITY acknowledges that the provisions of the Program Fraud Civil Remedies Act of
1986, as amended, 31 U.S.C. §§3801 et seq. and U.S. DOT regulations, "Program Fraud Civil
Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this project. Accordingly, by
signing this Agreement, CITY certifies or affirms the truthfulness and accuracy of any statement it
has made, it makes, it may make, or causes to be made, pertaining to the underlying Agreement
of the FTA assisted project for which this Agreement's work is being performed. CITY also
acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim,
statement, submission, or certification, the Federal Government reserves the right to impose
penalties of the Program Fraud Civil Remedies Act of 1986 on the CITY to the extent the Federal
Government deems appropriate.
B. CITY also acknowledges that if it makes, or causes to be made, a false, fictitious, or
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fraudulent claim, statement, submission, or certification to the Federal Government under an
agreement connected with a project that is financed in whole or part with Federal assistance
awarded by FTA under the authority of 49 U.S.C. §5307 et seq., the Government reserves the
right to impose the penalties of 18 U.S.C. §1001 and 49 U.S.C. §5307(n) (1) et seq. on the CITY,
to the extent the Federal Government deems appropriate. CITY agrees to include this
requirement in all of its subcontracts.
ARTICLE 4. CIVIL RIGHTS ASSURANCE
During the performance of this Agreement, CITY, for itself, its assignees and successors
in interest agree as follows:
A. Compliance with Regulations: CITY shall comply with the Regulations relative to
nondiscrimination in federally assisted programs of the Department of Transportation
(hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended
from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by
reference and made a part of this Agreement.
B. Nondiscrimination: CITY, with regard to the work performed by it during the
Agreement, shall not discriminate on the grounds of race, color, or national origin in the selection
and retention of subcontractors, including procurements of materials and leases of equipment.
The CITY shall not participate either directly or indirectly in the discrimination prohibited by
Section 21.5 of the Regulations, including employment practices when the Agreement covers a
program set forth in Appendix B of the Regulations.
C. Solicitations for Subcontracts Including Procurement of Materials and Equipment: In
all solicitations either by competitive bidding or negotiation made by the CITY for work to be
performed under a subcontract, including procurements of materials or leases of equipment,
each potential subcontractor or supplier shall be notified by the CITY of the CITY's obligations
under this Agrieement and the Regulations relative to nondiscrimination on the grounds of race,
color, or national origin.
D. Information and Reports: CITY shall provide all information and reports required by
the Regulations or directives issued pursuant thereto, and shall permit access to its books,
records, accounts, other sources of information and its facilities as may be determined by the
AUTHORITY Ito be pertinent to ascertain compliance with such Regulations, orders and
instructions. Where any information required of a CITY is in the exclusive possession of another
who fails or refuses to furnish this information the CITY shall so certify to the AUTHORITY as
appropriate, and shall set forth what efforts it has made to obtain the information.
E. Sanctions for Noncompliance: In the event of the CITY's noncompliance with
nondiscrimination provisions of this Agreement, the AUTHORITY shall impose Agreement
sanctions as it may determine to be appropriate, including, but not limited to:
1. Withholding of payments to the CITY under the Agreement until the CITY
complies; and/or
2. Cancellation, termination, or suspension of the Agreement, in whole or in part.
F. Title VI of the Civil Rights Act. In determining the types of property or services to
acquire, no person in the United States shall, on the grounds of race, color, or national origin, be
excluded from participation in, be denied the benefits of, or otherwise be subjected to
discrimination under any program or activity receiving Federal financial assistance in violation of
Title VI of they Civil Rights Act of 1964, as amended, 42 U.S.C. Sections 2000d et seq. and DOT
regulations, "Nondiscrimination in Federally Assisted Programs of the Department of
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Transportation -7 Effectuation of Title VI of the Civil Rights Act of 1964," 49 CFR Part 21. In
addition, FTA Circular 4702.1, "Title VI and Title VI -Dependent Guidelines for FTA Recipients,"
05-13-07, provides FTA guidance and instructions for implementing DOT's Title VI regulations.
G. The Americans with Disabilities Act of 1990, as amended (ADA), 42 U.S.C. Sections
12101 et seq:, prohibits discrimination against qualified individuals with disabilities in all
programs, activities, and services of public entities, as well as imposes specific requirements on
public and private providers of transportation.
H. Incorporation of Provisions: CITY shall include the provisions of paragraphs (A)
through (H) in levery subcontract, including procurements of materials and leases of equipment,
unless exempt by the Regulations, or directives issued pursuant thereto. The CITY shall take
such action with respect to any subcontract or procurement as the AUTHORITY may direct as a
means of enforcing such provisions including sanctions for noncompliance. Provided, however,
that in the event a CITY becomes involved in, or is threatened with, litigation with a subcontractor
or supplier ash a result of such direction, the CITY may request the AUTHORITY to enter into
such litigation ;to protect the interests of the AUTHORITY, and, in addition, the CITY may request
the United States to enter into such litigation to protect the interests of the United States.
ARTICLE 5� DISADVANTAGED BUSINESS ENTERPRISES
i
A. In accordance with federal financial assistance agreements with the U.S.
Department of Transportation (U.S. DOT), the Orange County Transportation Authority
(AUTHORITY) has adopted a Disadvantaged Business Enterprise (DBE) Policy and Program, in
conformance with Title 49 CFR Part 26, "Participation by Disadvantaged Business Enterprises in
Department of Transportation Programs". The project is subject to these stipulated regulations.
In order to ensure that the Authority achieves its overall DBE Program goals and objectives, the
Authority encourages the participation of DBEs as defined in 49 CFR 26 in the performance of
contracts financed in whole or in part with U.S. DOT funds. Pursuant to the intent of these
Regulations, it is also the policy of the Authority to:
1. Fulfill the spirit and intent of the Federal DBE Program regulations published
under U.S. DOT Title 49 CFR, Part 26, by ensuring that DBEs have equitable access to
participate in all of Authority's DOT -assisted contracting opportunities.
2. Ensure that DBEs can fairly compete for and perform on all DOT -assisted
contracts and subcontracts.
3. Ensure non-discrimination in the award and administration of AUTHORITY's
DOT -assisted contracts.
4. Create a level playing field on which DBEs can compete fairly for DOT -assisted
contracts.
5. Ensure that only firms that fully meet 49 CFR, Part 26 eligibility standards are
permitted to participate as DBEs.
6. Help remove barriers to the participation of DBEs in DOT -assisted contracts.
7. Assist in the development of firms that can compete successfully in the
marketplace outside the DBE Program.
B. CITY shall not discriminate on the basis of race, color, national origin, or sex in
the award and performance of subcontracts. Any terms used in this section that are defined in
49 CFR Part 26, or elsewhere in the Regulations, shall have the meaning set forth in the
Regulations. In the event of any conflicts or inconsistencies between the Regulations and the
Authority's DBE Program with respect to DOT -assisted contracts, the Regulations shall prevail.
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C. AUTHORITY's New Race -Neutral DBE Policy Implementation Directives:
Pursuant to recently released Race -Neutral DBE policy directives issued by the U.S. DOT in
response to the Ninth Circuit U.S. Court of Appeals decision in Western States Paving Co. V.
Washington State Department of Transportation, the Authority has implemented a wholly
Race -Neutral DBE Program.
A Race -Neutral DBE Program is one that, while benefiting DBEs, is not solely focused on
DBE firms. Therefore, under a Race -Neutral DBE Program, AUTHORITY does not establish
numeric race -conscious DBE participation goals on its DOT -assisted contracts. CITY shall
not be required to achieve a specific level of DBE participation as a condition of contract
compliance in the performance of this DOT -assisted contract. However, CITY shall adhere to
race -neutral DBE participation commitment(s) made at the time of contract award.
D. Definitions: The following definitions apply to the terms as used in these
provisions:
1. "Disadvantaged Business Enterprise (DBE)" means a small business concern: (a)
which is at least 51 percent owned by one or more socially and economically disadvantaged
individuals or, in the case of any publicly -owned business, at least 51 percent of the stock of which
is owned by one or more socially and economically disadvantaged individuals; and (b) whose
management and daily business operations are controlled by one or more of the socially and
economically disadvantaged individuals who own it.
2. "Small Business Concern" means a small business as defined pursuant to
Section 3 of the Small Business Act and relevant regulations promulgated pursuant thereto,
except that a small business concern shall not include any concern or group of concerns
controlled by the same socially and economically disadvantaged individual or individuals which
has annual average gross receipts in excess of $19.57 million over the previous three fiscal
years.
3. "Socially and Economically Disadvantaged Individuals" means those individuals
who are citizens of the United States (or lawfully admitted permanent residents) and who are
Black Americans, Hispanic Americans, Native Americans, Asian -Pacific Americans, or Asian -
Indian Americans, women and any other minorities or individuals found to be disadvantaged by
the Small Business Administration pursuant to Section 8(a) of the Small Business Act, or by the
Authority pursuant to 49 CFR part 26.65. Members of the following groups are presumed to be
socially and economically disadvantaged:
a. "Black Americans," which includes persons having origins in any of the Black
racial groups of Africa;
b. "Hispanic Americans," which includes persons of Mexican, Puerto Rican,
Cuban, Central or South American, or other Spanish or Portuguese culture or origin, regardless
of race;
c. "Native Americans," which includes persons who are American Indians,
Eskimos, Aleuts, or Native Hawaiians;
d. "Asian -Pacific Americans," which includes persons whose origins are from
Japan, China, Taiwan, Korea, Vietnam, Laos, Cambodia, the Philippines, Samoa, Guam, the
U.S. Trust Territories of the Pacific, and the Northern Marianas;
e. "Asian -Indian Americans," which includes persons whose origins are from
India, Pakistan, and Bangladesh; and
f. Women, regardless of ethnicity or race.
4. "Owned and Controlled" means a business: (a) which is at least 51 percent
owned by one or more "Socially and Economically Disadvantaged Individuals" or, in the case of a
publicly -owned business, at least 51 percent of the stock of which is owned by one or more
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"Socially and Economically Disadvantaged Individuals"; and (b) whose management and daily
business operations are controlled by one or more such individuals.
5. "Manufacturer" means a firm that operates or maintains a factory or establishment
that produces on the premises the materials or supplies obtained by the CITY.
6. "Regular Dealer" means a firm that owns, operates or maintains a store,
warehouse, or other establishment in which the materials or supplies required for the
performance of the contract are bought, kept in stock, and regularly sold to the public in the usual
course of business. The firm must engage in, as its principal business, and in its own name, the
purchase and sale of the product in question. A regular dealer in such bulk items as steel,
cement, gravel, stone and petroleum products need not keep such products in stock if it owns or
operates distribution equipment.
7. "Other Socially and Economically Disadvantaged Individuals" means those
individuals who are citizens of the United States (or lawfully admitted permanent residents) and
who, on a case -by -case basis, are determined by Small Business Administration or AUTHORITY
to meet the social and economic disadvantage criteria described below.
a. Social Disadvantage: The individual's social disadvantage must stem from
his/her color, national origin, gender, physical handicap, long-term residence in an environment
isolated from the mainstream of American society, or other similar cause beyond the individual's
control.
i. The individual must demonstrate that he/she has personally suffered
social disadvantage.
ii. The individual's social disadvantage must be rooted in treatment, which
he/she has experienced in American society, not in other countries.
iii The individual's social disadvantage must be chronic, longstanding and
substantial, not fleeting or insignificant.
iv. The individual's social disadvantage must have negatively affected
his/her entry into and/or advancement in the business world.
v. A determination of social disadvantage must be made before proceeding
to make a determination of economic disadvantage.
b. Economic Disadvantage
i. The individual's ability to compete in the free enterprise system has been
impaired due to diminished capital and credit opportunities, as compared to others in the same
line of business and competitive market area that are not socially disadvantaged.
ii. The following criteria will be considered when determining the degree of
diminished credit and capital opportunities of a person claiming social and economic
disadvantage:
With respect to the individual:
• availability of financing
• bonding capability
• availability of outside equity capital
• available markets
With respect to the individual and the business concern:
• personal and business assets
• personal and business net worth
• personal and business income and profits
E. Race -Neutral DBE Submission and Ongoing Reporting Requirements (Post -
Award).
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EXHIBIT F
CITY shall complete and submit the following DBE exhibits (forms) at the times
specified: "Monthly Race -Neutral DBE Subcontractors Paid Report Summary and Payment
Verification" (Form 103). If CITY is a DBE firm and/or has proposed to utilize DBE firms, CITY
will be required to complete and submit a Form 103 to AUTHORITY by the 10`h of each month
until completion of the contract to facilitate reporting of race -neutral DBE participation,
following the first month of contract activity. CITY shall report the total dollar value paid to
DBEs for the applicable reporting period. CITY shall also report the DBE's scope of work and
the total subcontract value of commitment for each DBE reported. CITY is advised not to
report the participation of DBEs toward CITY's race -neutral DBE attainment until the amount
being counted has been paid to the DBE. Upon completion of the contract, CITY will be
required to prepare and submit to the Authority a "Race -Neutral DBE Subcontractors Paid
Report Summary and Payment Verification" (Form 103) clearly marked "Final" to facilitate
reporting and capturing actual DBE race -neutral attainments. CITY shall complete and submit
a Final Form 103 whether or not DBEs were utilized in the performance of the contract.
F. DBE Eligibility and Commercially Useful Function Standards: A DBE must be a
small business concern as defined pursuant to Section 3 of the U.S. Small Business Act and
relevant regulations promulgated pursuant thereto. A DBE may participate as a prime contractor,
subcontractor, joint venture partner with a prime or subcontractor, CITY of material or supplies, or
as a trucking company. A DBE joint venture partner must be responsible for specific contract
items of work, or clearly defined portions thereof. Responsibility means actually performing,
managing and supervising the work with its own forces. The DBE joint venture partner must
share in the capital contribution, control, management, risks and profits of the joint venture
commensurate with its ownership interest. A DBE must perform a commercially useful function in
accordance with 49 CFR 26.55 (i.e., must be responsible for the execution of a distinct element
of the work and must carry out its responsibility by actually performing, managing and
supervising the work). A DBE should perform at least thirty percent (30%) of the total cost of its
contract with its own workforce to presume it is performing a commercially useful function. DBEs
must be certified by the California Unified Certification Program (CUCP). Listings of DBEs
certified by the CUCP are available from the following sources: The CUCP web site, which can
be accessed at http://www.californiaucp.com; or the Caltrans "Civil Rights" web site at
http://www.dot.ca.gov/hq/bep. The CUCP DBE Directory, which may be obtained from the
Department of Transportation, Material Operations Branch, Publication Distribution Unit, 1900
Royal Oaks Drive, Sacramento, California 95815; Telephone: (916) 445-3520.
G. DBE Crediting Provisions: When a DBE is proposed to participate in the contract,
either as a prime CITY or Subcontractor, only the value of the work proposed to be performed by
the DBE with its own forces may be counted towards race -neutral DBE participation. If CITY is a
DBE joint venture participant, only the DBE proportionate interest in the joint venture shall be
counted. If a DBE intends to subcontract part of the work of its subcontract to a lower tier
Subcontractor, the value of the subcontracted work may be counted toward race -neutral DBE
participation only if the DBE Subcontractor is a certified DBE and actually performs the work with
their own forces. Services subcontracted to a non -DBE firm may not be credited toward the
prime Contractor's race -neutral DBE attainment. CITY is to calculate and credit participation by
eligible DBE CITYs of equipment, materials, and suppliers toward race -neutral DBE attainment,
as follows: Sixty percent (60%) of expenditure(s) for equipment, materials and supplies required
under the Contract, obtained from a regular dealer; or One hundred percent (100%) of
expenditure(s) for equipment, materials and supplies required under the Contract, obtained from
a DBE manufacturer. The following types of fees or commissions paid to DBE Subcontractors,
Brokers, and Packagers may be credited toward the prime CITY's race -neutral DBE attainment,
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provided that the fee or commission is reasonable, and not excessive, as compared with fees or
commissions customarily allowed for similar work, including: Fees and commissions charged for
providing bona fide professional or technical services, or procurement of essential personnel,
facilities, equipment, materials, or supplies required in the performance of the Contract; Fees
charged for delivery of material and supplies (excluding the cost of materials or supplies
themselves) when the licensed hauler, trucker, or delivery service is not also the manufacturer of,
or a regular dealer in, the material and supplies; Fees and commissions charged for providing
any insurance specifically required in the performance of the Contract. CITY may count the
participation of DBE trucking companies toward race -neutral DBE attainment, as follows: The
DBE must be responsible for the management and supervision of the entire trucking operation
for which it is responsible on a particular contract. The DBE must itself own and operate at least
one fully licensed, insured, and operational truck used on the Contract. The DBE receives credit
for the total value of the transportation services it provides on the contract using trucks it owns,
insures, and operates using drivers it employs. The DBE may lease trucks from another DBE
firm, including an owner -operator who is certified as a DBE. The DBE who leases trucks from
another DBE receives credit for the total value of the transportation services the lessee DBE
provides on the contract. The DBE may also lease trucks from a non -DBE firm, including an
owner -operator. The DBE who leases trucks from a non -DBE is entitled to credit only for the fee
or commission it receives as a result of the lease arrangement. The DBE does not receive credit
for the total value of the transportation services provided by the lessee, since these services are
not provided by a DBE. For purposes of this paragraph, a lease must indicate that the DBE has
exclusive use of and control over the truck. This does not preclude the leased truck from working
for others during the term of the lease with the consent of the DBE, so long as the lease gives the
DBE absolute priority for use of the leased truck. Leased trucks must display the name and
identification number of the DBE. If CITY listed a non -certified DBE 1st tier subcontractor to
perform work on this contract, and the non -certified DBE subcontractor subcontracts a part of its
work or purchases materials and/or supplies from a lower tier DBE certified Subcontractor or
CITY, the value of work performed by the lower tier DBE firm's own forces can be counted
toward race -neutral DBE participation on the contract.
H. Performance of DBE Subcontractors: DBE subcontractors listed by CITY in its
"DBE Race -Neutral Participation Listing" (Exhibit D-2) submitted at the time of proposal submittal
shall perform the work and supply the materials for which they are listed, unless the CITY has
received prior written authorization from the Authority to perform the work with other forces or to
obtain the materials from other sources. CITY shall provide written notification to the
AUTHORITY in a timely manner of any changes to its anticipated DBE participation. This notice
should be provided prior to the commencement of that portion of the work.
I. Additional DBE Subcontractors: In the event CITY identifies additional DBE
subcontractors or suppliers not previously identified by CITY for race -neutral DBE participation
under the contract, CITY shall notify the Authority by submitting "Request for Additional DBE
Firm" to enable CITY to capture all race -neutral DBE participation. CITY shall also submit, for
each DBE identified after contract execution, a written confirmation from the DBE
acknowledging that it is participating in the contract for a specified value, including the
corresponding scope of work (a subcontract agreement can serve in lieu of the written
confirmation).
J. DBE Certification Status: If a listed DBE subcontractor is decertified during the
life of the project, the decertified subcontractor shall notify CITY in writing with the date of
decertification. If a non -DBE subcontractor becomes a certified DBE during the life of the
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project, the DBE subcontractor shall notify CITY in writing with the date of certification. CITY
shall furnish the written documentation to AUTHORITY in a timely manner.
K. CITY's Assurance Clause Regarding Non -Discrimination: In compliance with
State and Federal anti -discrimination laws, CITY shall affirm that they will not exclude or
discriminate on the basis of race, color, national origin, or sex in consideration of contract
award opportunities. Further, CITY shall affirm that they will consider, and utilize
subcontractors and CITYs, in a manner consistent with non-discrimination objectives.
ARTICLE 6. ACCESS TO RECORDS AND REPORTS
CITY shall provide AUTHORITY, the U.S. Department of Transportation (DOT), the
Comptroller General of the United States, or other agents of AUTHORITY, such access to CITY's
accounting books, records, payroll documents and facilities of the CITY which are directly
pertinent to this Agreement for the purposes of examining, auditing and inspecting all accounting
books, records, work data, documents and activities related hereto. CITY shall maintain such
books, records; data and documents in accordance with generally accepted accounting
principles and shall clearly identify and make such items readily accessible to such parties during
CITY's performance hereunder and for a period of four (4) years from the date of final payment
by AUTHORITY. AUTHORITY's right to audit books and records directly related to this
Agreement shall also extend to all first -tier subcontractors identified in this Agreement. CITY shall
permit any of the foregoing parties to reproduce documents by any means whatsoever or to copy
excerpts and transcriptions as reasonably necessary.
ARTICLE 7. INCORPORATION OF FTA TERMS
All contractual provisions required by Department of Transportation (DOT), whether or
not expressly set forth in this document, as set forth in Federal Transit Administration (FTA)
Circular 4220.1 F, as amended, are hereby incorporated by reference. Anything to the contrary
herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a
conflict with other provisions contained in this Agreement. CITY shall not perform any act, fail to
perform any act, or refuse to comply with any requests, which would cause AUTHORITY to be in
violation of the FTA terms and conditions.
ARTICLE 8. ENERGY CONSERVATION REQUIREMENTS
CITY shall comply with mandatory standards and policies relating to energy efficiency
which are contained in the state energy conservation plan issued in compliance with the Energy
Policy Conservation Act.
ARTICLE 9. FLY AMERICA REQUIREMENTS
CITY agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in accordance with
the General Services Administration's regulations at 41 CFR Part 301-10, which provide that
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recipients and sub -recipient of Federal funds and their contractors are required to use U.S. Flag
air carriers for U.S. Government -financed international air travel and transportation of their
personal effects or property, to the extent such service is available, unless travel by foreign air
carrier is a matter of necessity, as defined by the Fly America Act. CITY shall submit, if a foreign
air carrier was used, an appropriate certification or memorandum adequately explaining why
service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air
carrier and shall, in any event, provide a certificate of compliance with the Fly America
requirements. CONTRACTOR agrees to include the requirements of this section in all
subcontracts that may involve international air transportation.
ARTICLE 10. TRANSPORTATION OF EQUIPMENT, MATERIALS OR COMMODITIES BY
OCEAN VESSEL
A. CITY shall utilize privately owned United States -flag commercial vessels to ship at
least 50% of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners and
tankers) involved, whenever shipping any equipment, materials or commodities pursuant to this
section, to the extent such vessels are available at fair and reasonable rates for United States -
flag commercial vessels.
B. CITY shall furnish within twenty (20) working days following the date of loading for
shipments originating within the United States, or within thirty (30) working days following the
date of loading for shipping originating outside the United States, a legible copy of a rated, "on-
board" commercial ocean bill -of lading in English for each shipment of cargo described in
paragraph A of this Article to AUTHORITY (through the CITY's prime CONTRACTOR in the case
of subcontractor bills -of -lading) and to the Division of National Cargo, Office of Market
Development, Maritime Administration, Washington, DC 20590, marked with appropriate
identification of the project.
ARTICLE 11. PROHIBITED INTERESTS
A. CITY covenants that, for the term of this Agreement, no director, member, officer or
employee of AUTHORITY during his/her tenure in office or for one (1) year thereafter, shall have
any interest, direct or indirect, in this Agreement or the proceeds thereof.
B. No member of or delegate to, the Congress of the United States shall have any
interest, direct or indirect, in this Agreement or to the benefits thereof.
B. Failure to comply with this Article may result in nonpayment or termination of this
Agreement.
ARTICLE 12. PRIVACY ACT
CITY shall comply with, and assures the compliance of its employees with, the
information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C.
§552a. Among other things, CITY agrees to obtain the express consent of the Federal
Government before the CITY or its employees operate a system of records on behalf of the
Federal Government. CITY understands that the requirements of the Privacy Act, including the
civil and criminal penalties for violation of that Act, apply to those individuals involved, and that
failure to comply with the terms of the Privacy Act may result in termination of the underlying
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Agreement.
ARTICLE 13. CONFLICT OF INTEREST
CITY agrees to avoid organizational conflicts of interest. An organizational conflict of
interest means that due to other activities, relationships or contracts, the CITY is unable, or
potentially unable to render impartial assistance or advice to the Authority; CITY's objectivity
in performing the work identified in the Scope of Work is or might be otherwise impaired; or
the CITY has an unfair competitive advantage. CITY is obligated to fully disclose to the
AUTHORITY in writing Conflict of Interest issues as soon as they are known to the CITY.
CITY is obligated to fully disclose to the AUTHORITY in writing Conflict of Interest issues as
soon as they are known to the CITY. All disclosures must be submitted in writing to
AUTHORITY pursuant to the Notice provision herein. This disclosure requirement is for the
entire term of this Agreement.
ARTICLE 14. CODE OF CONDUCT
CITY agrees to comply with the AUTHORITY's Code of Conduct as it relates to Third
Party contracts which is hereby referenced and by this reference is incorporated herein. CITY
agrees to include these requirements in all of its subcontracts.
ARTICLE 15. PROTEST PROCEDURES
The Authority has on file a set of written protest procedures applicable to this solicitation
that may be obtained by contacting the Contract Administrator/Buyer responsible for this
procurement. Any protest filed by the CITY in connection with this solicitation must be
submitted in accordance with the Authority's written procedures.
The following additional provisions apply to all agreements over $10,000
ARTICLE 16. TERMINATION
A. AUTHORITY may terminate this Agreement for its convenience at any time, in whole
or part, by giving CITY written notice thereof. Upon termination, AUTHORITY shall pay CITY its
allowable costs incurred to date of that portion terminated. Said termination shall be construed in
accordance with the provisions of CFR Title 48, Chapter 1, Part 49, of the Federal Acquisition
Regulation (FAR) and specific subparts and other provisions thereof applicable to termination for
convenience. If AUTHORITY sees fit to terminate this Agreement for convenience, said notice
shall be given to CITY in accordance with the provisions of the FAR referenced above. Upon
receipt of said notification, CITY agrees to comply with all applicable provisions of the FAR
pertaining to termination for convenience.
B. AUTHORITY may terminate this Agreement for CITY's default if a federal or state
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proceeding for the relief of debtors is undertaken by or against CITY, or if CITY makes an
assignment for the benefit of creditors, or for cause if CITY fails to perform in accordance with the
scope of work or breaches any term(s) or violates any provision(s) of this Agreement and does
not cure such breach or violation within ten (10) calendar days after written notice thereof by
AUTHORITY. CITY shall be liable for any and all reasonable costs incurred by AUTHORITY as a
result of such default or breach including, but not limited to, reprocurement costs of the same or
similar services defaulted by CITY under this Agreement. Such termination shall comply with
CFR Title 48, Chapter 1, Part 49, of the FAR.
ARTICLE 17. RECYCLED PRODUCTS
CITY shall comply with all the requirements of Section 6002 of the Resource
Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited
to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the
procurement of the items designated in subpart B of 40 CFR Part 247. CITY agrees to include
this requirement in all of its subcontracts.
The following additional provisions apply to all agreements over $25,000
ARTICLE 18. DEBARMENT & SUSPENSION:
CERTIFICATION REGARDING DEBARMENT, SUSPENSION AND OTHER
RESPONSIBILITY MATTERS - PRIMARY PARTICIPANT AND LOWER -TIER PARTICIPANTS
Unless otherwise permitted by law, any person or firm that is debarred, suspended, or
voluntarily excluded, as defined in the Federal Transit Administration (FTA) Circular 2015.1,
dated April 28, 1989, may not take part in any federally funded transaction, either as a
participant or a principal, during the period of debarment, suspension, or voluntary exclusion.
Accordingly, the Authority, acting on behalf of the District, may not enter into any transaction
with such debarred, suspended, or voluntarily excluded persons or firms during such period.
A certification process has been established by 49 CFR Part 29, as a means to ensure that
debarred suspended or voluntarily excluded persons or firms do not participate in Federally
assisted projects. The inability to provide the required certification will not necessarily result in
denial of participation in a covered transaction. A person or firm that is unable to provide a
positive certification as required by this solicitation must submit a complete explanation
attached to the certification. FTA will consider the certification and any accompanying
explanation in determining whether or not to provide assistance for the project. Failure to
furnish a certification or an explanation may disqualify that person or firm from participating in
the project.
The followina additional provisions apply to all agreements over $100,000:
ARTICLE 19. DISPUTES
A. Except as otherwise provided in this Agreement, any dispute concerning a
Orange County Transportation Authority 11
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AGREEMENT NO. C-2-1641
EXHIBIT F
question of fact arising under this Agreement which is not disposed of by supplemental
agreement shall be decided by AUTHORITY's Director, Contracts Administration and Materials
Management (CAMM), who shall reduce the decision to writing and mail or otherwise furnish a
copy thereof to CITY. The decision of the Director, CAMM, shall be final and conclusive.
B. The provisions of this Article shall not be pleaded in any suit involving a question of
fact arising under this Agreement as limiting judicial review of any such decision to cases where
fraud by such official or his representative or board is alleged, provided, however, that any such
decision shall be final and conclusive unless the same is fraudulent or capricious or arbitrary or
so grossly erroneous as necessarily to imply bad faith or is not supported by substantial
evidence. In connection with any appeal proceeding under this Article, CITY shall be afforded an
opportunity to be heard and to offer evidence in support of its appeal.
C. Pending final decision of a dispute hereunder, CITY shall proceed diligently with the
performance of this Agreement and in accordance with the decision of AUTHORITY's Director,
CAMM. This "Disputes" clause does not preclude consideration of questions of law in connection
with decisions provided for above. Nothing in this Agreement, however, shall be construed as
making final the decision of any AUTHORITY official or representative on a question of law,
which questions shall be settled in accordance with the laws of the state of California.
ARTICLE 20. CLEAN WATER REQUIREMENTS
CITY shall comply with all applicable standards, orders or regulations issued pursuant to
the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. CITY shall report
each violation to AUTHORITY and understands and agrees that the AUTHORITY who will in
turn, report each violation as required to assure notification to FTA and appropriate EPA
Regional Office. CITY agrees to include this requirement in all of its subcontracts.
ARTICLE 21. CLEAN AIR
CONTRACTORS shall comply with all applicable standards, orders or regulations issued
pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. CITY shall report each
violation to AUTHORITY, who will in turn, report each violation as required to assure notification
to FTA and the appropriate EPA Regional Office. CITY agrees to include this requirement in all
of its subcontracts.
ARTICLE 22. LOBBYING
CONTRACTORS who apply or bid for an award of $100,000 or more shall file the
certification required by 49 CFR part 20, "New Restrictions on Lobbying". Each tier certifies to
the above that it will not or has not used Federal appropriated funds to pay any person or
organization for influencing or attempting to influence an officer or employee of any City, a
member of Congress, officer or employee of Congress, or an employee of a member of
Congress in connection with obtaining any Federal contract, grant or any other award covered by
31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying
Disclosure Act of 1995 who has made lobbying contacts on its behalf with non -Federal funds with
Orange County Transportation Authority 12
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AGREEMENT NO. C-2-1641
EXHIBIT F
respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures
are forwarded from tier to tier up to the recipient.
ARTICLE 23. BUY AMERICA
A. CONTRACTOR is directed to the "Buy America" requirements of the Surface
Transportation Assistance Act of 1982 (Section 165) and the Intermodal Surface Transportation
Efficiency Act of 1991 (ISTEA) Sections 1041(a) and 1048(a) and the regulations adopted
pursuant thereto. In conformance with the law and regulations, all manufacturing processes for
steel and iron materials furnished for incorporation into the work on this Project shall occur in the
United States; with the exception that pig iron and processed, pellitized and reduced iron ore
manufactured outside of the United States may be used in domestic manufacturing process for
such steel and iron materials. The application of coatings, such as epoxy coating, galvanizing,
painting, and other coating that protects or enhances the value of steel or iron materials shall be
considered a manufacturing process subject to the "Buy America" requirements.
B. A Certificate of Compliance, conforming to the provisions of this Article shall be
furnished for steel and iron materials. The certificates, in addition to certifying that the materials
comply with the specifications, shall specifically certify that all manufacturing processes for the
materials occurred in the United States, except for the exceptions listed herein.
C. The requirements imposed by law and regulations do not prevent a minimal use of
foreign steel and iron materials of the total combined cost of the materials used does not exceed
one -tenth of one percent (0.1 percent) of the total contract cost or $2,500, whichever is greater.
CONTRACTOR shall furnish the CITY acceptable documentation of the quantity and value of the
foreign steel and iron prior to incorporating the materials in the work.
Orange County Transportation Authority 13
Revised: 1012512010
BOARD OF DIRECTORS
Gregory T. Winterbottom
Chairman
Shawn Nelson
Vice Chairman
Patricia Bates
Director
Lori Donchak
Director
Gail Eastman
Director
Matthew Harper
Director
Michael Hennessey
Director
Steve Jones
Director
Jeffrey Lalloway
Director
Gary A. Miller
Director
John Moorlach
Director
At Murray
Director
Janet Nguyen
Director
Miguel Pulido
Director
Tim Shaw
Director
Todd Spitzer
Director
Frank Ury
Director
Ryan Chamberlain
Ex-Officio Member
CHIEF EXECUTIVE OFFICE
Will Kempton
Chief Executive Officer
February 21, 2013
Mr. Travis K. Hopkins, P.E.
Director of Public Works
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
SUBJECT: OCTA'S COOPERATIVE AGREEMENT NO. C-2-1641
Dear Mr. Hopkins:
Enclosed please find one original of the above referenced subject for your
records.
Should you have any contractual related questions, please feel free to contact
Trisha Krinke at (714) 560-5625 or by e-mail at tkrinke@octa.net.
Sincerely,
Michael Le
CAMM Intern
Contract Administration and Materials Management
Enclosure(s)
CC: Robin Lugar, Assistant City Clerk
Orange County Transportation Authority
550 South Main Street/P.O. Box 14184 /Orange /California 92863-1584 /(714) 560-OCTA (6282)
City Of Huntington Beach
2000 Main Street ♦ Huntington Beach, CA 92648
(714) 536-5227 ♦ www.huntingtonbeachca.gov
Office of the City Clerk
Joan L. Flynn, City Clerk
November 21, 2012
Orange County Transportation Authority
Attn: Trisha Krinke, Contract Administrator
550 South Main Street
P. O. Box 14184
Orange, CA 92863-1584
Dear Ms. Krinke:
Enclosed for your records are two originals of the "Cooperative Agreement No. C-2-1641
Between Orange County Transportation Authority and City of Huntington Beach for Federal
Transit Administration Section 5307 Project, Edinger Avenue Bicycle Path."
Upon complete execution, please return an original to us. Please mail the documents to:
Joan L. Flynn
City Clerk
2000 Main Street
Huntington Beach CA 92648
Feel free to contact me if there are any questions or concerns at (714) 536-5404.
Thank you very much for your assistance.
Sincerely,
49)
Jo L. Flynn, CMC
City Clerk
JF:pe
Enclosure
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