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HomeMy WebLinkAboutC-5777 - Cooperative Agreement No. C-2-1899 for Bicycle Corridor Improvement Program Project, Newport Beach Class II Bicycle Facilitiesr� .n L 1 2 3 4 5 6 7 a 9 10 11 12 13 14 is 16 17 1s 19 20 21 22 23 24 25 26 AMENDMENT NO. 1 TO COOPERATIVE AGREEMENT NO. C-2-1899 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITY OF NEWPORT BEACH FOR THE BICYCLE CORRIDOR IMPROVEMENT PROGRAM PROJECT NEWPORT BEACH CLASS II BICYCLE FACILITIES THIS AMENDMENT NO. 1 is effective this tb day of WdGo 201f by and YC' between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange, CA 92863-1584, a public corporation of the State of California (hereinafter referred to as "AUTHORITY") and the City of Newport Beach, 100 Civic Center Drive, Newport Beach, Calffomia 92660, a municipal corporation duly organized and existing under the constitution and laws of the State of California (hereinafter referred to as "CITY"). WHEREAS, by Agreement No. C-2-1899, dated March 26, 2014, AUTHORITY and CITY entered into a cooperative agreement to define the roles and responsibilities related to funding between AUTHORITY and CITY for engineering, right-of-way acquisition, and construction of San Joaquin Hills Road Bicycle Facility Improvement, Spy Glass Hill Road Class II Bike Lane Improvement, and Jamboree Road Class II Bike Lane Improvements project as defined in the scope of work provided in the Bicycle Corridor Improvement Program 2012 Call for Projects; and WHEREAS, AUTHORITY and CITY agree to modify "Article 3. Responsibilities of Authority' and 'Article 4. Responsibilities of City" to reflect the change in the project schedule; and WHEREAS, AUTHORITY and CITY agree to modify the Agreement to update Exhibit A — BCIP Funding Plan; and Page 1 of 3 AMENDMENT NO.1 TO AGREEMENT NO. C-2-1899 1 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY that 2 Agreement No. C-2-1899 is hereby amended in the following particulars only: 3 1. Amend ARTICLE 3. RESPONSIBILITIES OF AUTHORITY page 5 of 11 to delete 4 Paragraph F in its entirety and in lieu thereof, insert the following: 5 "F. AUTHORITY may cancel projects for which CITY has not submitted request for 6 authorization to proceed (hereinafter referred to as "E-76 Request") by the date identified in Exhibit A 7 as required in Article 4, paragraph E, or has not advanced PROJECT to ready -to -list stage as 9 determined by Caltrans guidelines." 9 2. Amend ARTICLE 4. RESPONSIBILITIES OF CITY page 5 of 11 to delete Paragraphs 10 C, D, and E in their entirety and in lieu thereof, insert the following: 11 C. CITY will submit National Environmental Policy Act (NEPA) and the California 12 Environmental Quality Act (CEQA) environmental documentation to Caltrans for approval by the date 13 as provided in the project schedule in Exhibit A. 14 D. CITY is responsible for preparing and submitting to AUTHORITY an Engineer's 15 Estimate of PROJECT cost ninety (90) days prior to E-76 Request, and no later than the date identified 16 in Exhibit A. 17 E. CITY is responsible for preparing and submitting all necessary Caltrans -required 18 documentation including E-76 Request. CITY agrees to submit an E-76 Request to Caltrans District 12 19 by the date identified in Exhibit A." 20 3. Amend Exhibit A entitled "BCIP Funding Plan" for the City of Newport Beach to delete in 21 its entirety and in lieu thereof, insert "BCIP Funding Plan —Amendment No. 1," attached hereto and 22 made a part hereof. 23 f 24 / 25 26 / Page 2 of 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 AMENDMENT NO. 1 TO AGREEMENT NO. C-2-1899 This Agreement shall be made effective upon execution by both parties. The balance of Agreement No. C-2-1899 remains unchanged. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Agreement No. C-2-1899 to be executed on the date first above written. CITY OF NEWPORT BEACH ORANGE COUNTY TRANSPORTATION AUTHORITY L By: By: 6u r Dave Webb Meena Katakia Public Works Director Manager, Capital Projecfs ATTEST: APPROVED AS TO FORM By: City Clerk c APPROVED AS TO FORM: By: VA L' Aaron Harp City Attorney Dated: By: J R. Smart, Jr. I Counsel Page 3 of 3 AGREEMENT NO. C- 2-1899 EXHIBIT A BCIP FUNDING PLAN - AMENDMENT NO. 1 BICYCLE CORRIDOR IMPROVEMENT PROGRAM CALL FOR PROJECTS NEWPORT BEACH CLASS II BICYCLE FACILITIES Project Schedule and Funding Schedule Completion Date Final Environmental Document 11/13/13 Begin Design Engineering 3/1/12 Plans, Specifications, and Cost Estimates complete 12/1/13 Start Right -of -Way Acquisition N/A Right -of -Way Certification N/A Authorization to Proceed for Construction submittal 9/1/13 Authorization to Proceed for Construction 11/26/14 Award Construction 4/1/15 Project Completion (open for use 6/30/15 Construction funding authorized through this agreement: Funding BCIP CMAQ: $187,112 Local Match: $27.965 Preliminary Enoineerino Fund Source Fiscal Year Original Planned Proportion Allocation N/A N/AN/A N/A TOTAL N/A N/A Riaht-of-Wav Fund Source Fiscal Year Original Planned Proportion Allocation N/A NIA WA N/A TOTAL N/A NIA Construction Fund Source Fiscal Year Original Planned Allocation Range Proportion Congestion Mitigation and Air Quali 2014-2015 $187,112 87% City of Newport Beach 2014-2015 $27,965 13% TOTAL $215,077 100% 1. If needed, CMAQ and local match amounts will be reduced proportionally. Project Manager Name (Print): Signature: Date: m OCTA BOARD OF DIRECTORS Jeff ey Lafloway Chairman Lori Donchak Vice Chair Lisa A. Bartlett Director Andrew Do Director Michaef Hennessey Director Steve Janes Director Jim Katapodis Director Gary A. Miller Director At Murray Director Shawn Nelson Director Miguel Police Director Tim Shaw Director Todd Spitzer Onector Michelle Steel Director Tom Tait Director Frank Ury Director GregoryT winterbottorn Director Ryan Chamberlain Ex-0lficfo Member CHIEF EXECUTIVE OFFICE Darrell Johnson Chief Executive Officer March 18, 2015 Raymund Reyes Management Specialist Public Works Department City of Newport Beach 100 Civic Center Drive Bay D, 2nd Floor Newport Beach, CA 92660 SUBJECT: OCTA'S AMENDMENT NO. 1 TO COOPERATIVE AGREEMENT NO. C-2-1899 Dear Mr. Reyes: Enclosed is one original of the above mentioned subject for your records. Should you have any contractual related questions, please feel free to contact Yvonne Cuaresma at (714) 560-5625 or by e-mail at ycuaresma@octa.net. Sincerely, r Senior Office'SWcialist Contract Administration and Materials Management Enclosure(s) Orange County Transportation Authority 550 South Main Street / P.O. Box 14184 / Orange / California 92863-1584 / (714) 560 -OCTA (6282) 1 2 3 4 5 6 7 s 9 10 11 12 13 14 15 16 17 1& 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-2-1899 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY ME CITY OF NEWPORT BEACH FOR THE BICYCLE CORRIDOR IMPROVEMENT PROGRAM PROJECT NEWPORT BEACH CLASS 11 BICYCLE FACILITIES IS COOPERATIVE AGREEMENT is effective this 2 day of a(JA 2014, 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 City of Newport Beach, 100 Civic Center Drive, Newport Beach, California 92660, a municipal corporation duly organized and existing under the constitution and laws of the State of California (hereinafter referred to as "CITY"). RECITALS: WHEREAS, AUTHORITY and CITY desire to enter into a Cooperative Agreement to define the roles and responsibilities related to funding between AUTHORITY and CITY for engineering, right-of-way acquisition, and construction of the San Joaquin Hills Road Bicycle Facility Improvement, Spy Glass Hill Road Class II Bike Lane Improvement, and Jamboree Road Class II Bike Lane Improvements as defined in the scope(s) of work provided in the Bicycle Corridor Improvement Program 2012 Call for Projects, now combined and identified as the Newport Beach Class 11 Bicycle Facilities project herein incorporated by reference; (hereinafter referred to as "PROJECT'); and WHEREAS, the Bicycle Corridor Improvement Program is funded with Congestion Mitigation and Air Quality (hereinafter referred to as "CMAQ") funds; and WHEREAS, the CMAQ program is authorized under Moving Ahead for Progress in the 218t Page 1 of 11 1 2 3 4 5 6 7 s 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-2-1899 Century (MAP -21) Federal Transportation Act; and WHEREAS, CITY is an eligible sub -recipient of Federal funding under the CMAQ program, and PROJECT is eligible for CMAQ funding contingent on California Department of Transportation (hereinafter referred to as "Caltrans") and the Federal Highway Administration (hereinafter referred to as FHWA) approval; and WHEREAS, on August 13, 2012, AUTHORITY's Board of Directors, approved providing funding up to One Hundred Eighty Seven Thousand One Hundred Twelve dollars ($187,112) in CMAQ funds to be matched with Twenty Seven Thousand Nine Hundred Sixty Five dollars ($27,965) in CITY funds for construction phase; and WHEREAS, CITY and AUTHORITY agree that the total full funding for PROJECT including engineering, right-of-way acquisition, construction management and construction shall be Two Hundred Fifteen Thousand Seventy Seven dollars ($215,077) in accordance with Exhibit A titled "Bicycle Corridor Improvement Program Funding Plan", which is attached herein and incorporated by reference; and WHEREAS, AUTHORITY and CITY agree that CMAQ funding for PROJECT is contingent upon funding being available through MAP -21 and PROJECT maintaining its eligibility for this funding; and WHEREAS, AUTHORITY and CITY agree that Caltrans and FHWA authorization is required following AUTHORITY's amendment to the Federal Transportation Improvement Program (hereinafter referred to as "FTIP"), and in order to proceed or commence each phase of PROJECT for performance under this Cooperative Agreement; and WHEREAS, AUTHORITY is responsible for programming the funds to specific projects within Orange County; and Caltrans administers the CMAQ program on behalf of the FHWA and is responsible for acquiring federal approvals for PROJECT on behalf of CITY, determining federal eligibility, compliance with federal requirements, and reimbursement for project activities; and Page 2 of 11 COOPERATIVE AGREEMENT NO. C-2-1899 1 WHEREAS, CITY agrees that AUTHORITY reserves the right to change the fund source 2 programmed to the PROJECT; 3 WHEREAS, CITY agrees to act as lead agency for engineering, right-of-way acquisition, a construction management and construction of PROJECT; and s WHEREAS, this Cooperative Agreement defines the specific terms and conditions and 6 funding responsibilities between AUTHORITY and CITY (hereinafter referred to as "PARTIES") for 7 completion of PROJECT; and 8 WHEREAS, AUTHORITY's Board of Directors approved the Cooperative Agreement on 13th v day of August, 2012; and L� 10 WHEREAS, CITY's Council approved the Cooperative Agreement on 7 day of It N v/l),I 2013. 12 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as 13 follows: 14 ARTICLE 1. COMPLETE AGREEMENT 15 A. This Cooperative Agreement, including any attachments incorporated herein and 16 made applicable by reference, constitutes the complete and exclusive statement of the term(s) and n conditions(s) of this agreement between AUTHORITY and CITY and it supersedes all prior 18 representations, understandings, and communications. The invalidity in whole or in part of any term 19 or condition of this Cooperative Agreement shall not affect the validity of other term(s) or 20 conditions(s) of this Cooperative Agreement. The above referenced Recitals are true and correct 21 and are incorporated by reference herein. 22 B. AUTHORITY'S failure to insist on any instance(s) of CITY's performance of any 23 term(s) or condition(s) of this Cooperative Agreement shall not be construed as a waiver or 24 relinquishment of AUTHORITY's right to such performance or to future performance of such term(s) 25 or condition(s), and CITY's obligation in respect thereto shall continue in full force and effect. 26 Changes to any portion of this Cooperative Agreement shall not be binding upon AUTHORITY Page 3 of 11 COOPERATIVE AGREEMENT NO. C-2-1899 I except when specifically confirmed in writing by an authorized representative of AUTHORITY by way 2 of a written amendment to this Cooperative Agreement and issued in accordance with the provisions 3 of this Cooperative Agreement. 4 C. CITY's failure to insist on any instance(s) of AUTHORITY's performance of any s term(s) or condition(s) of this Cooperative Agreement shall not be construed as a waiver or G relinquishment of CITY's right to such performance or to future performance of such term(s) or 7 condition(s), and AUTHORITY's obligation in respect thereto shall continue in full force and effect. 8 Changes to any portion of this Cooperative Agreement shall not be binding upon CITY except when v specifically confirmed in writing by an authorized representative of CITY by way of a written io amendment to this Cooperative Agreement and issued in accordance with the provisions of this n Cooperative Agreement. 12 ARTICLE 2. SCOPE OF AGREEMENT 13 This Cooperative Agreement specifies the terms and conditions, roles and responsibilities of 14 PARTIES as they pertain to the subjects and projects addressed herein. Both AUTHORITY and 15 CITY agree that each will cooperate and coordinate with the other in all activities covered by this iG Cooperative Agreement and any other supplemental agreements that may be required to facilitate 17 purposes thereof. 18 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY iv AUTHORITY agrees to the following responsibilities for PROJECT: 20 A. AUTHORITY shall formally request on behalf of CITY that the Southern California 21 Association of Governments (hereinafter referred to as "SCAG") amend the FTIP to program up to 22 the amount in accordance with the funding plan outlined in Exhibit A, whereby AUTHORITY's 23 performance under this Cooperative Agreement is contingent upon SCAG, Caltrans and FHWA 24 approval. 25 B. AUTHORITY shall provide assistance to CITY in securing the CMAQ funds. 26 C. AUTHORITY shall not be obligated to program any amount beyond what has been Page 4 of 11 COOPERATIVE AGREEMENT NO. C-2-1899 I identified in this Agreement and what is ultimately approved for the project by Caltrans and FHWA. 2 D. AUTHORITY shall process any required FTIP amendments. s E. AUTHORITY shall review and approve CITY's request for obligation of CMAQ funds 4 prior to submittal to Caltrans District 12. 5 F. AUTHORITY may cancel projects for which CITY has not submitted request for 6 authorization to proceed (hereinafter referred to as "E-76 Request") or has not advanced PROJECT 7 to ready -to -list stage as determined by Caltrans guidelines by February 1 of the fiscal year identified s in Exhibit A as required in Article 4, paragraph E. 9 ARTICLE 4. RESPONSIBILITIES OF CITY 10 CITY agrees to the following responsibilities for PROJECT: 11 A. CITY will act as the lead agency for the engineering, right-of-way, construction and 12 construction management of PROJECT. is B. CITY will comply with all local, state, and federal project delivery requirements 14 including but not limited to Disadvantaged Business Enterprise, American with Disabilities Act, and 15 Buy America provisions. 16 C. CITY will submit National Environmental Policy Act (NEPA) and the California 17 Environmental Quality Act (CEQA) environmental documentation to Caltrans for approval by is November 1 of the programming fiscal year as provided in the project schedule in Exhibit A. 19 D. CITY is responsible for preparing and submitting to AUTHORITY an Engineer's 20 Estimate of PROJECT cost ninety (90) days prior to E-76 Request, and no later than November 1 of 21 the fiscal year identified in Exhibit A. 22 E. CITY is responsible for preparing and submitting all necessary Caltrans -required 23 documentation including E-76 Request. CITY agrees to submit an E-76 Request to Caltrans District 24 12 by February 1 of the fiscal year identified in Exhibit A. 25 F. CITY acknowledges that if the E-76 Request is not submitted to Caltrans with a copy 26 to OCTA by February 1, or CITY has not advanced PROJECT to ready -to -list stage as determined Page 5 of 11 1 2 3 4 5 6 7 a 9 10 11 12 13 14 15 16 17 1s 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-2-1899 through Caltrans guidelines by this date, the proposed funding shall be cancelled by AUTHORITY. G. CITY shall provide 13% of the Preliminary Engineering Phase cost and Construction costs in CITY funds as the required local match consistent with Exhibit A. H. CITY will invoice Caltrans at minimum once every six months. I. CITY agrees that any cost overruns shall be the responsibility of CITY. J. CITY will submit semi-annual status reports for PROJECT to AUTHORITY due on January 15 for the prior six month period and due on July 15 for the prior six (6) month period (EXHIBIT B titled "Quarterly/Semi-Annual Report Form"). K. CITY will submit a final report to AUTHORITY within six (6) months of Caltrans payment of final progress invoice for PROJECT in accordance with Exhibit C titled "CMAQ Final Project Report Form." L. CITY is responsible for completing PROJECT in accordance with the funding plan (EXHIBIT A), and to abide by all CMAQ programming guidelines, and any and all other federal, state, and Caltrans requirements. ARTICLE 5. DELEGATED AUTHORITY The actions required to be taken by CITY in the implementation of this Cooperative Agreement are delegated to its Director of Public Works, or designee, and the actions required to be taken by AUTHORITY in the implementation of this Cooperative Agreement are delegated to AUTHORITY's Chief Executive Officer, or designee. ARTICLE 6. AUDIT AND INSPECTION AUTHORITY and CITY shall maintain a complete set of records in accordance with generally accepted accounting principles. Upon reasonable notice, CITY shall permit the authorized representatives of AUTHORITY to inspect and audit all work, materials, payroll, books, accounts, and other data and records of CITY for a period of four (4) years after final payment, or until any on- going audit is completed. For purposes of audit, the date of completion of this Cooperative Agreement shall be the date of AUTHORITY's payment of CITY's final billing (so noted on the Page 6 of 11 COOPERATIVE AGREEMENT NO. C-2-1899 I invoice) under this Cooperative Agreement. AUTHORITY shall have the right to reproduce any such 2 books, records, and accounts. The above provision with respect to audits shall extend to and/or be 3 included in construction contracts with CITY's contractor. a ARTICLE 7. INDEMNIFICATION s A. CITY shall indemnify, defend and hold harmless AUTHORITY, 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, 8 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 CITY, its officers, directors, 10 employees or agents in connection with or arising out of the performance of this Cooperative ii Agreement. 12 B. AUTHORITY shall indemnify, defend and hold harmless CITY, its officers, directors, 13 employees and agents from and against any and all claims (including attorney's fees and reasonable is expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, is worker's compensation subrogation claims, damage to or loss of use of property alleged to be 16 caused by the negligent acts, omissions or willful misconduct by AUTHORITY, its officers, directors, 17 employees or agents in connection with or arising out of the performance of this Cooperative 18 Agreement. iv C. The indemnification and defense obligations of this Cooperative Agreement shall 20 survive its expiration or termination. 21 ARTICLE 8. ADDITIONAL PROVISIONS 22 AUTHORITY and CITY agree to the following mutual responsibilities: 23 A. Term of Agreement: This Cooperative Agreement shall continue in full force and effect 24 through December 31, 2017 or until final acceptance by AUTHORITY, whichever is later. This 25 Cooperative Agreement may be extended at the mutual consent of both parties. 26 Page 7 of 11 COOPERATIVE AGREEMENT NO. C-2-1899 I B. Termination: This Cooperative Agreement is null and void if project is not funded. 2 AUTHORITY shall cancel projects for which CITY has not submitted an E-76 Request by February 1 3 of the fiscal year for which funds are programmed and, or has not advanced PROJECT to ready a stage as determined by AUTHORITY. This Cooperative Agreement may be terminated by either s party after giving thirty (30) days written notice. 6 C. This Cooperative Agreement may be amended in writing at any time by the mutual 7 consent of both parties. No amendment shall have any force or effect unless executed in writing by s both parties. 9 D. AUTHORITY and CITY shall comply with all applicable federal, state, and local laws, 10 statues, ordinances and regulations of any governmental authority having jurisdiction over u PROJECT. 12 E. Legal Authority: AUTHORITY and CITY hereto consent that they are authorized to 13 execute this Cooperative Agreement on behalf of said parties and that, by so executing this 14 agreement, the parties hereto are formally bound to the provisions of this Cooperative Agreement. is F. Severability: If any term, provision, covenant or condition of this Cooperative 16 Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of 17 competent jurisdiction, the remainder of this Cooperative Agreement shall not be affected thereby, 18 and each term, provision, covenant or condition of this Cooperative Agreement shall be valid and 19 enforceable to the fullest extent permitted by law. 20 G. Counterparts of Agreement: This Cooperative Agreement may be executed and 21 delivered in any number of counterparts, each of which, when executed and delivered shall be 22 deemed an original and all of which together shall constitute the same agreement. Facsimile 23 signatures will be permitted. 24 H. Force Maieure: Either AUTHORITY and CITY shall be excused from performing its 25 obligations under this Cooperative Agreement during the time and to the extent that it is prevented from 26 performing by an unforeseeable cause beyond its control, including but not limited to; any incidence of Page 8 of 11 COOPERATIVE AGREEMENT NO. C-2-1899 I fire, flood; acts of God; commandeering of material, products, plants or facilities by the federal, state or 2 local government; national fuel shortage; or a material act or omission by the other party; when 3 satisfactory evidence of such cause is presented to the other party, and provided further that such 4 nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the 5 AUTHORITY and CITY not performing. 6 1. Assignment: Neither this Cooperative Agreement, nor any of the AUTHORITY and 7 CITY rights, obligations, duties, or authority hereunder may be assigned in whole or in part by either 8 AUTHORITY or CITY without the prior written consent of the other party in its sole and absolute 9 discretion. Any such attempt of assignment shall be deemed void and of no force and effect. Consent 10 to one assignment shall not be deemed consent to any subsequent assignment, nor the waiver of any ri right to consent to such subsequent assignment. 12 J. Obligations To Comply with Law: Nothing herein shall be deemed nor construed to 13 authorize or require any party to issue bonds, notes or other evidences of indebtedness under the 14 terms, in amounts, or for purposes other than as authorized by local, state or federal law. 15 K. Governing Law: The laws of the State of California and applicable local and federal 16 laws, regulations and guidelines shall govern this Cooperative Agreement. 17 L. Litigation fees: Should litigation arise out of this Cooperative Agreement for the 18 performance thereof, the court shall award costs and expenses, including attorney's fees, to the 19 prevailing party. 20 / 21 / 22 / 23 / 24 / 25 / 26 / Page 9 of 11 COOPERATIVE AGREEMENT NO. C-2-1899 M. Notices: Any notices, requests, or demands made between the parties pursuant to this Cooperative Agreement are to be directed as follows: To CITY: To AUTHORITY: City of Newport Beach Orange County Transportation Authority 100 Civic Center Drive 550 South Main Street Newport Beach, CA 92660 P. O. Box 14184 Orange, CA 92863-1584 Attention: Brad Sommers Attention: Ms. Marjorie Morris Threats Senior Civil Engineer Senior Contract Administrator 949-644-3326 714-560-5633 Email: Email: mthreats@octa.net BSom mers(c)newportbeachca. gov Cc: Louis Zhao Transportation Funding Analyst N. Successors and Assigns: The provisions of this Cooperative Agreement shall bind and inure to the benefit of each of the PARTIES hereto, and all successors or assigns of 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 forty-two (42) months after the E-76 request approval date. Page 10 of 11 COOPERATIVE AGREEMENT NO. C-2-1899 This Agreement shall be effective upon execution by both parties. IN WITNESS WHEREOF, the parties hereto have caused this Cooperative Agreement No. C-2-1899 to be executed on the date first above written. CITY OF EWPORT BEACH ORANGE COU TRANSPORTATION AUTHORITY By: LBy: ®' Rush N. Hill, II Darrell John n Mayor �� �O,p, Chief ExecWive fficer ATTEST: By. In7 IMM"`' I V" v I Leilani I. Brown City Clerk APPROVED AS TO FORM: PROVED AS TO FORM: KenYiard R. Smart, Jr. General Counsel APPROVAL RECQMWNDED: By: By: Aaron Har Kia Mo zavi City Attorney T'D- Executive Director, anning Dated: �- � J— �"1" Dated: )--AJ-1y Page 11 of 11 AGREEMENT NO. C- 2-1899 EXHIBIT A BCIP FUNDING PLAN BICYCLE CORRIDOR IMPROVEMENT PROGRAM CALL FOR PROJECTS NEWPORT BEACH CLASS II BICYCLE FACILITIES Proiect Schedule and Funding Schedule Completion Date Final Environmental Document 11/13/13 Begin Design Engineering 3/1/12 Plans, Specifications, and Cost Estimates complete 12/1/13 Start Right -of -Way Acquisition N/A Right -of -Way Certification N/A Authorization to Proceed for Construction submittal 9/1/13 Authorization to Proceed for Construction 611/14 Award Construction 8/1/14 Project Completion (open for use 1011114 Construction funding authorized through this agreement: Funding BCIP CMAQ: $187,112 Local Match: $27,965 Preliminary Enaineerina Fund Source Fiscal Year Original Planned Proportion Allocation NIA N/A N/A N/A TOTAL N/A N/A Richt-of-Wav Fund Source Fiscal Year Original Planned Proportion Allocation N/A N/A N/A N/A TOTAL N/A N/A Construction Fund Source Fiscal Year Original Planned Allocation Range Proportion Congestion Mitigation and Air Quality' 2013-2014 $187,112 87% City of Newport Beach 2013-2014 $27,965 13% TOTAL $215,077 100% 1. If needed, CMAQ and local match amounts will be reduced proportionally. Project Manager Name (Print): Signature: Date: QUARTERLY/SEMI ANNUAL REPORT FORM Project Titl Agency: Date: Schedule 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 Enoineerina ($000's) EXHIBIT B Original Current Completion Completion Date Date Fund Source Fiscal Year Planned Obligation Current Estimates Actual Expended Remaining Allocation Rinht-of-Wav ($000's) Fund Source Fiscal Year Planned Obligation Current Estimates Actual Expended Remaining Allocation Construction ($000's) Fund Source Fiscal Year Planned Obligation Revised Allocation Actual Expended Remaining Allocation Major Activities: Status: Issues: Name/Title: Phone: Email: EXHIBIT C EXHIBIT C: FINAL PROJECT REPORT FORM Date OCTA Instructions The responsible agency should fill out the following: 1) Final Project Form, 2) Final Cost, 3) Certificate of Completion. Page 4, the OCTA Staff Verification will be filled out by OCTA staff. In addition, the agency must attach before (if available) and after photographs of the project site and the address or location of the site under the Location and Scope of work section. Location and Scope of Work Verification of Match (Actual Expenditures) Local Match Phase (ENTER SOURCE)" (ENTER SOURCE) (ENTER SOURCE Other OCTA CMAQ Funding Total Engineering $ $ $ - $ - $ - $ - Right -of -Way $ - $ $ - $ - $ - $ - Construction $ - $ - $ - $ - $ - $ - Total $ - $ - $ - $ - $ - $ - Proiect Schedule Phase Proposed Actual Draft Environmental Document Final Environmental Document Begin Design Engineering Plans, Specifications, and Cost Estimates complete Start Right -of -Way Acquisition Right -of -Way Certification Read to Advertise Award Construction Project Completion (open for use Page 1 BCIP: Final Cost OCTA BCIP: FINAL COST WSW IFAI OCTA I hereby certify that the statements provided here are true and correct. Project Title Name Title Signature Public Works Director Date C� Page 3 Yes No N/A project is designed to city/county and other participating jurisdictions' standards. ❑ ❑ ❑ project contract was awarded on: ENTER DATE ❑ ❑ ❑ total cost of the contract is equal to or less than the total TE ❑ ❑ ❑ ds awarded and matching funds provided. city/county provided matching funds to the project. ❑ ❑ ❑ iht-of-way was acquired in conformance with city/county procedures. ❑ ❑ ❑ required environmental documentation is complete and certified. ❑ ❑ ❑ updated project schedule is included with the final invoice. ❑ ❑ ❑ s final invoice is attached with all the necessary documentation. ❑ ❑ ❑ Name Title Signature Public Works Director Date C� Page 3 BCIP: OCTA Staff Verification IWAM IFAI OCTA XotIF_F3ir_1IAlIM;*9111 MA Orange County Transportation Authority staff has inspected the project site and certifies that the project is complete and ready for use. Proiect Title Name Title Signature � � Date Page 4 �P CiTY OF NEWPORT BEACH City Council Staff Report March 25, 2014 Agenda Item No. 6. TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: David A. Webb, Public Works Director- (949) 644-3330, dawebb@newportbeach.gov PREPARED BY: Brad Sommers, Senior Civil Engineer PHONE: 949-644-3326 TITLE: OCTA Cooperative Agreement for Bicycle Corridor Improvement Program Projects ABSTRACT: We were awarded grant funds through the 2012 Orange County Transportation Authority (OCTA) Bicycle Corridor Improvement Program. The funds will be used for installation of on - street bicycle lanes on Jamboree Road, San Joaquin Hills Road and Spyglass Hill Road; and on -street bicycle lanes and intersection improvements along Eastbluff Drive and Ford Road. RECOMMENDATION: a) Approve Cooperative Agreement No. C-2-1899 between the City of Newport Beach and OCTA for the OCTA Bicycle Corridor Improvement Program for the Newport Bike Lane Improvement Project; b) Approve Cooperative Agreement C-2-1901 between the City of Newport Beach and OCTA for the OCTA Bicycle Corridor Improvement Program for the Eastbluff Drive -Ford Road Bike Lane Improvement Project; and c) Authorize the Mayor and City Clerk to execute the agreements. FUNDING REQUIREMENTS: Approval of the cooperative agreements obligates the City to construct the Newport Bike Lane Improvement and Eastbluff Drive -Ford Road Bike Lane Improvement Projects and to provide 13 percent of the project costs as grant match funding. The project costs are summarized in the table below. As construction for these projects will be awarded through the public bid process, the actual construction cost will depend on the lowest responsive bid: Proposed Project Location Estimated Project 13 Percent Match Awarded Grant Cost (City) Funding Newport Beach Bike Lane Improvement $215,077 $27,965 $187,112 94 Project Eastbluff Dr. -Ford Rd. Bike Lane $270,600 $35,180 $235,420 Improvement Project Total $485,677 $63,145 $422,532 Sufficient funds for the estimated grant match funding is currently programmed in the FY2013- 2014 and FY 2014-2015 CIP budgets. DISCUSSION: OCTA established and is administering the Bicycle Corridor Improvement Program fund to improve bicycle facilities within Orange County while promoting bicycle use and safety. The competitive program is funded using Federal Congestion Mitigation and Air Quality (CMAQ) funds. As the funding is corridor -based, staff focused on arterial roadways lacking bicycle infrastructure, such as bike lanes, to close gaps in the City's bicycle network. The OCTA grant awarded funds for the Newport Bike Lane Improvement and Eastbluff Drive -Ford Road Bike Lane Improvement Projects. The Newport Beach Bike Lane Improvement Project includes installation of on -street (Class 2) bicycle lanes and intersection improvements through striping and signage enhancements on the roadway segments below. Proposed work along these segments is planned within existing right-of-ways and does not require roadway widening. Jamboree Road: Coast Highway to Bayview Way San Joaquin Hills Road: Jamboree Road to Spyglass Hill Road Spyglass Hill Road: San Miguel Drive to San Joaquin Hills Road The Eastbluff Drive -Ford Road Bike Lane Improvement Project includes installation of on -street bike lanes and intersection improvements along Eastbluff Drive -Ford Road from Vista Del Oro (South) to MacArthur Boulevard. Limited roadway width in the segment from Mar Vista to Jamboree Road will require roadway widening, landscaping and traffic signal modification along the south shoulder to install a bike lane. The estimated five-foot widening within this segment is facilitated by a recorded ten -foot wide bike trail and pedestrian easement on the Our Lady Queen of Angels property (2100 Mar Vista Drive). Other proposed bicycle improvements along this corridor are planned to be accomplished through striping and signage enhancements. The Federally funded grants require projects to obtain Federal and State approval for conformance with California Environmental Quality Act, National Environmental Policy Act, and Federal and State transportation criteria. This process is handled by the State through submittal and review by Caltrans. Both projects have completed design, achieved required environmental approval and are currently involved in the Project Authorization process with Caltrans. Once project authorization from Caltrans is achieved, the City will advertise the projects for public bids and staff will present the lowest responsive bids to Council for the award of the construction contracts. Construction for both projects is currently planned for this Summer (2014) but is dependent on the Caltrans review process. 95 ENVIRONMENTAL REVIEW: Staff recommends the City Council find this project exempt from the California Environmental Quality Act ("CEQA") pursuant to Section 15301 (for repair, maintenance and minor alteration of existing public facilities) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential to have a significant effect on the environment. NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). ATTACHMENTS: Description Attachment A - Bicycle Facility Improvement Project Exhibit Attachment B- Cooperative Agreement No. C-2-1899 Attachment C - Cooperative Agreement No. C-2-1901 ATTACHMENT A Bicycle Facility Improvement Project CITY OF NEWPORT BEACH PUBLIC WORKS DEPARTMENT 03/25/2014 1 2 3 4 5 G 7 8 9 Io 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ATTACHMENT B COOPERATIVE AGREEMENT NO. C-2-1899 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITY OF NEWPORT BEACH FOR THE BICYCLE CORRIDOR IMPROVEMENT PROGRAM PROJECT NEWPORT BEACH CLASS II BICYCLE FACILITIES THIS COOPERATIVE AGREEMENT is effective this day of 2014, 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 City of Newport Beach, 100 Civic Center Drive, Newport Beach, California 92660, a municipal corporation duly organized and existing under the constitution and laws of the State of California (hereinafter referred to as "CITY"), RECITALS: WHEREAS, AUTHORITY and CITY desire to enter into a Cooperative Agreement to define the roles and responsibilities related to funding between AUTHORITY and CITY for engineering, right-of-way acquisition, and construction of the San Joaquin Hills Road Bicycle Facility Improvement, Spy Glass Hill Road Class II Bike Lane Improvement, and Jamboree Road Class II Bike Lane Improvements as defined in the scope(s) of work provided in the Bicycle Corridor Improvement Program 2012 Call for Projects, now combined and identified as the Newport Beach Class II Bicycle Facilities project herein incorporated by reference; (hereinafter referred to as "PROJECT'); and WHEREAS, the Bicycle Corridor Improvement Program is funded with Congestion Mitigation and Air Quality (hereinafter referred to as "CMAQ") funds; and WHEREAS, the CMAQ program is authorized under Moving Ahead for Progress in the 21" Page 1 of 11 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-2-1899 Century (MAP -21) Federal Transportation Act; and WHEREAS, CITY is an eligible sub -recipient of Federal funding under the CMAQ program, and PROJECT is eligible for CMAQ funding contingent on California Department of Transportation (hereinafter referred to as "Caltrans") and the Federal Highway Administration (hereinafter referred to as FHWA) approval; and WHEREAS, on August 13, 2012, AUTHORITY's Board of Directors, approved providing funding up to One Hundred Eighty Seven Thousand One Hundred Twelve dollars ($187,112) in CMAQ funds to be matched with Twenty Seven Thousand Nine Hundred Sixty Five dollars ($27,965) in CITY funds for construction phase; and WHEREAS, CITY and AUTHORITY agree that the total full funding for PROJECT including engineering, right-of-way acquisition, construction management and construction shall be Two Hundred Fifteen Thousand Seventy Seven dollars ($215,077) in accordance with Exhibit A titled "Bicycle Corridor Improvement Program Funding Plan", which is attached herein and incorporated by reference; and WHEREAS, AUTHORITY and CITY agree that CMAQ funding for PROJECT is contingent upon funding being available through MAP -21 and PROJECT maintaining its eligibility for this funding; and WHEREAS, AUTHORITY and CITY agree that Caltrans and FHWA authorization is required following AUTHORITY's amendment to the Federal Transportation Improvement Program (hereinafter referred to as "FTIP"), and in order to proceed or commence each phase of PROJECT for performance under this Cooperative Agreement; and WHEREAS, AUTHORITY is responsible for programming the funds to specific projects within Orange County; and Caltrans administers the CMAQ program on behalf of the FHWA and is responsible for acquiring federal approvals for PROJECT on behalf of CITY, determining federal eligibility, compliance with federal requirements, and reimbursement for project activities; and Page 2 of 11 COOPERATIVE AGREEMENT NO. C-2-1899 1 WHEREAS, CITY agrees that AUTHORITY reserves the right to change the fund source 2 programmed to the PROJECT; 3 WHEREAS, CITY agrees to act as lead agency for engineering, right-of-way acquisition, a construction management and construction of PROJECT; and s WHEREAS, this Cooperative Agreement defines the specific terms and conditions and G funding responsibilities between AUTHORITY and CITY (hereinafter referred to as "PARTIES") for 7 completion of PROJECT; and s WHEREAS, AUTHORITY's Board of directors approved the Cooperative Agreement on 13th 9 day of August, 2012; and 10 WHEREAS, CITY's Council approved the Cooperative Agreement on day of 11 2013. 12 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as 13 follows: 14 - ARTICLE 1. COMPLETE AGREEMENT 1s A. This Cooperative Agreement, including any attachments incorporated herein and 16 made applicable by reference, constitutes the complete and exclusive statement of the term(s) and 17 - conditions(s) of this agreement between AUTHORITY and CITY and it supersedes all prior 18 representations, understandings, and communications. The invalidity in whole or in part of any tern 19 or condition of this Cooperative Agreement shall not affect the validity of other term(s) or 20 conditions(s) of this Cooperative Agreement. The above referenced Recitals are true and correct 21 and are incorporated by reference herein. 22 B. AUTHORITY'S failure to insist on any instance(s) of CITY's performance of any 23 term(s) or condition(s) of this Cooperative Agreement shall not be construed as a waiver or 24 relinquishment of AUTHORITY's right to such performance or to future performance of such term(s) 25 or condition(s), and CITY's obligation in respect thereto shall continue in full force and effect. 26 Changes to any portion of this Cooperative Agreement shall not be binding upon AUTHORITY Page 3 of 11 100 1 2 3 4 5 6 7 a 9 1a 11 12 13 14 is 16 17 18 19 20 21 22 23 24 2s 26 COOPERATIVE AGREEMENT NO. C-2-1899 except when specifically confirmed in writing by an authorized representative of AUTHORITY by way of a written amendment to this Cooperative Agreement and issued in accordance with the provisions of this Cooperative Agreement. C. CITY's failure to insist on any instance(s) of AUTHORITY's performance of any term(s) or condition(s) of this Cooperative Agreement shall not be construed as a waiver or relinquishment of CITY's right to such performance or to future performance of such term(s) or condition(s), and AUTHORITY's obligation in respect thereto shall continue in full force and effect. Changes to any portion of this Cooperative Agreement shall not be binding upon CITY except when specifically confirmed in writing by an authorized representative of CITY by way of a written amendment to this Cooperative Agreement and issued in accordance with the provisions of this Cooperative Agreement. ARTICLE 2. SCOPE OF AGREEMENT This Cooperative Agreement specifies the terms and conditions, roles and responsibilities of PARTIES as they pertain to the subjects and projects addressed herein. Both AUTHORITY and CITY agree that each will cooperate and coordinate with the other in all activities covered by this Cooperative Agreement and any other supplemental agreements that may be required to facilitate purposes thereof. ARTICLE 3. RESPONSIBILITIES OF AUTHORITY AUTHORITY agrees to the following responsibilities for PROJECT: A. AUTHORITY shall formally request on behalf of CITY that the Southern California Association of Governments (hereinafter referred to as "SCAG") amend the FTIP to program up to the amount in accordance with the funding plan outlined in Exhibit A, whereby AUTHORITY's performance under this Cooperative Agreement is contingent upon SCAG, Caltrans and FHWA approval. B. AUTHORITY shall provide assistance to CITY in securing the CMAQ funds. C. AUTHORITY shall not be obligated to program any amount beyond what has been Page 4 of 11 101 1 2 3 4 5 6 7 s 9 10 11 12 13 14 15 36 17 1s 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-2-1899 identified in this Agreement and what is ultimately approved for the project by Caltrans and FHWA. D. AUTHORITY shall process any required FTIP amendments. E. AUTHORITY shall review and approve CITY's request for obligation of CMAQ funds prior to submittal to Caltrans District 12. F. AUTHORITY may cancel projects for which CITY has not submitted request for authorization to proceed (hereinafter referred to as "E-76 Request") or has not advanced PROJECT to ready -to -list stage as determined by Caltrans guidelines by February 1 of the fiscal year identified in Exhibit A as required in Article 4, paragraph E. ARTICLE 4. RESPONSIBILITIES OF CITY CITY agrees to the following responsibilities for PROJECT: A. CITY will act as the lead agency for the engineering, right-of-way, construction and construction management of PROJECT. B. CITY will comply with all local, state, and federal project delivery requirements including but not limited to Disadvantaged Business Enterprise, American with Disabilities Act, and Buy America provisions. C. CITY will submit National Environmental Policy Act (NEPA) and the California Environmental Quality Act (CEQA) environmental documentation to Caltrans for approval by November 1 of the programming fiscal year as provided in the project schedule in Exhibit A. D. CITY is responsible for preparing and submitting to AUTHORITY an Engineer's Estimate of PROJECT cost ninety (90) days prior to E-76 Request, and no later than November 1 of the fiscal year identified in Exhibit A. E. CITY is responsible for preparing and submitting all necessary Caltrans -required documentation including E-76 Request. CITY agrees to submit an E-76 Request to Caltrans District 12 by February 1 of the fiscal year identified in Exhibit A. F. CITY acknowledges that if the E-76 Request is not submitted to Caltrans with a copy. to OCTA by February 1, or CITY has not advanced PROJECT to ready -to -list stage as determined Page 5 of 11 102 COOPERATIVE AGREEMENT NO. C-2-1899 1 through Caltrans guidelines by this date, the proposed funding shall be cancelled by AUTHORITY. 2 G. CITY shall provide 13% of the Preliminary Engineering Phase cost and Construction 3 costs in CITY funds as the required local match consistent with Exhibit A. 4 H. CITY will invoice Caltrans at minimum once every six months. 5 I. CITY agrees that any cost overruns shall be the responsibility of CITY. G J. CITY will submit semi-annual status reports for PROJECT to AUTHORITY due on 7 January 15 for the prior six month period and due on July 15 for the prior six (6) month period s (EXHIBIT B titled "Quarterly/Semi-Annual Report Form"). 9 K. CITY will submit a final report to AUTHORITY within six (6) months of Caltrans 10 payment of final progress invoice for PROJECT in accordance with Exhibit C titled "CMAQ Final 11 Project Report Form." 12 L. CITY is responsible for completing PROJECT in accordance with the funding plan 13 (EXHIBIT A), and to abide by all CMAQ programming guidelines, and any and all other federal, 14 state, and Caltrans requirements. 15 ARTICLE 5. DELEGATED AUTHORITY 16 The actions required to be taken by CITY in the implementation of this Cooperative 17 Agreement are delegated to its Director of Public Works, or designee, and the actions required to be 18 taken by AUTHORITY in the implementation of this Cooperative Agreement are delegated to 19 AUTHORITY's Chief Executive Officer, or designee. 20 ARTICLE 6. AUDIT AND INSPECTION 21 AUTHORITY and CITY shall maintain a complete set of records in accordance with generally 22 accepted accounting principles. Upon reasonable notice, CITY shall permit the authorized 23 representatives of AUTHORITY to inspect and audit all work, materials, payroll, books, accounts, 24 and other data and records of CITY for a period of four (4) years after final payment, or until any on - 25 going audit is completed. For purposes of audit, the date of completion of this Cooperative 26 Agreement shall be the date of AUTHORITY's payment of CITY's final billing (so noted on the Page 6 of 11 103 r 2 3 4 5 6 7 s 9 10 11 12 13 14 15 16 17 1s i9 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-2-1899 invoice) under this Cooperative Agreement. AUTHORITY shall have the right to reproduce any such books, records, and accounts. The above provision with respect to audits shall extend to and/or be included in construction contracts with CITY's contractor. ARTICLE 7. INDEMNIFICATION A. CITY shall indemnify, defend and hold harmless AUTHORITY, its officers, directors, employees and agents from and against any and all claims (including attorney's fees and reasonable. expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker's compensation subrogation claims, damage to or loss of use of property alleged to be caused by the negligent acts, omissions or willful misconduct by CITY, its officers, directors, employees or agents in connection with or arising out of the performance of this Cooperative Agreement. B. AUTHORITY shall indemnify, defend and hold harmless CITY, its officers, directors, employees and agents from and against any and all claims (including attorney's fees and reasonable expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker's compensation subrogation claims, damage to or loss of use of property alleged to be caused by the negligent acts, omissions or willful misconduct by AUTHORITY, its officers, directors, employees or agents in connection with or arising out of the performance of this Cooperative Agreement. C. The indemnification and defense obligations of this Cooperative Agreement shall survive its expiration or termination. ARTICLE B. ADDITIONAL PROVISIONS AUTHORITY and CITY agree to the following mutual responsibilities: A. Term of Agreement: This Cooperative Agreement shall continue in full force and effect through December 31, 2017 or until final acceptance by AUTHORITY, whichever is later. This Cooperative Agreement may be extended at the mutual consent of both parties. Page 7 of 11 104 COOPERATIVE AGREEMENT NO. C-2-1899 I B. Termination: This Cooperative Agreement is null and void if project is not funded. 2 AUTHORITY shall cancel projects for which CITY has not submitted an E-76 Request by February 1 3 of the fiscal year for which funds are programmed and, or has not advanced PROJECT. to ready. a stage as determined by AUTHORITY. This Cooperative Agreement may be terminated by either,: 5 party after giving thirty (30) days written notice. G C. This Cooperative Agreement may be amended in writing at any time by the mutual 7 consent of both parties. No amendment shall have any force or effect unless executed in writing by 8 both parties. 9 D. AUTHORITY and CITY shall comply with all applicable federal, state, and local laws, 10 statues, ordinances and regulations of any governmental authority having jurisdiction over u PROJECT. 12 E. Legal Authority: AUTHORITY and CITY hereto consent that they are authorized to 13 execute this Cooperative Agreement on behalf of said parties and that, by so executing this is agreement, the parties hereto are formally bound to the provisions of this Cooperative Agreement. 15 F. Severability: If any term, provision, covenant or condition of this Cooperative 16 Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of 17 competent jurisdiction, the remainder of this Cooperative Agreement shall not be affected thereby, 18 and each term, provision, covenant or condition of this Cooperative Agreement shall be valid and 19 enforceable to the fullest extent permitted by law. 20 G. Counterparts of Agreement: This Cooperative Agreement may be executed and 21 delivered in any number of counterparts, each of which, when executed and delivered shall be 22 deemed an original and all of which together shall constitute the same agreement. Facsimile 23 signatures will be permitted. 24 H. Force Majeure: Either AUTHORITY and CITY shall be excused from performing its 25 obligations under this Cooperative Agreement during the time and to the extent that it is prevented from 26 performing by an unforeseeable cause beyond its control, including but not limited to; any incidence of Page 8 of 11 105 COOPERATIVE AGREEMENT NO. C-2-1899 1 fire, flood; acts of God; commandeering of material, products, plants or facilities by the federal, state or 2 local government; national fuel shortage; or a material act or omission by the other party; when 3 satisfactory evidence of such cause is presented to the other party, and provided further that such 4 nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the 5 AUTHORITY and CITY not performing. 6 I. Assignment: Neither this Cooperative Agreement, nor any of the AUTHORITY and 7 CITY rights, obligations, duties, or authority hereunder may be assigned in whole or in part by either 8 AUTHORITY or CITY without the prior written consent of the other party in its sole and absolute 9 discretion. Any such attempt of assignment shall be deemed void and of no force and effect. Consent 10 to one assignment shall not be deemed consent to any subsequent assignment, nor the waiver of any 11 right to consent to such subsequent assignment. 12 J. Obligations To Comply with Law: Nothing herein shall be deemed nor construed to 13 authorize or require any party to issue bonds, notes or other evidences of indebtedness under the 14 terms, in amounts, or for purposes other than as authorized by local, state or federal law. is K. Governinq Law: The laws of the State of California and applicable local and federal 16 laws, regulations and guidelines shall govem this Cooperative Agreement. 1.7 L. Litigation fees: Should litigation arise out of this Cooperative Agreement for the 18 performance thereof, the court shall award costs and expenses, including attorney's fees, to the 19 prevailing party. 20 / 21 / 22 / 23 / 24 / 25 / 26 / Page 9 of 11 106 COOPERATIVE AGREEMENT NO. C-2-1899 M. Notices: Any notices, requests, or demands made between the parties pursuant to this Cooperative Agreement are to be directed as follows: To CITY: To AUTHORITY: City of Newport Beach Orange County Transportation Authority 100 Civic Center Drive 550 South Main Street Newport Beach, CA 92660 P. O. Box 14184 Orange, CA 92863-1584 Attention: Brad Sommers Attention: Ms. Marjorie Morris Threats Senior Civil Engineer Senior Contract Administrator 949-644-3326 714-560-5633 Email: Email: mthreats(a)octa.net BSommers annewportbeachca.gov Cc: Louis Zhao Transportation Funding Analyst N. Successors and Assigns: The provisions of this Cooperative Agreement shall bind and inure to the benefit of each of the PARTIES hereto, and all successors or assigns of 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 forty-two (42) months after the E-76 request approval date. / Page 10 of 11 107 2 3 a 5 6 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 �zs 26 i COOPERATIVE AGREEMENT NO. C-2-1899 This Agreement shall be effective upon execution by both parties. IN WITNESS WHEREOF, the parties hereto have caused this Cooperative Agreement No. C-2-1899 to be executed on the date first above written. CITY OF NEWPORT BEACH ORANGE COUNTY TRANSPORTATION AUTHORITY By: Rush N. Hill, II Mayor ATTEST: Bv: Leilani I. Brown City Clerk APPROVED AS TO FORM: l.lA. i.i► -0 r - Aaron Hary City Attorney , Dated: 7- ( 7p— 14 0 Darrell Johnson Chief Executive Officer APPROVED AS TO FORM: By: Ken and R. Smart, Jr. General Counsel APPROVAL RECOMMENDED: Bv: Kia Mortazavi Executive Director, Planning Dated: Page 11 of 11 I: AGREEMENT NO. C- 2.1899 EXHIBIT A BCIP FUNDING PLAN BICYCLE CORRIDOR IMPROVEMENT PROGRAM CALL FOR PROJECTS NEWPORT BEACH CLASS II BICYCLE FACILITIES Proiect Schedule and Funding Schedule Completion Date Final Environmental Document 11/13/13 Begin Design Engineering 3/1/12 Plans, Specifications, and Cost Estimates complete 12/1/13 Start Right -of -Way Acquisition N/A Right -of -Way Certification N/A Authorization to Proceed for Construction submittal 9/1/13 Authorization to Proceed for Construction 6/1/14 Award Construction 8/1/14 Project Completion (open for use 10/1/14 Construction funding authorized through this agreement: Funding BCIP CMAQ: $187.112 Local Match: $27,965 Preliminary Enqineerinq Fund Source Fiscal Year Original Planned Proportion Allocation N/A N/A N/A N/A TOTAL N/A N/A Riq ht -of -W av Fund Source Fiscal Year Original Planned Proportion Allocation N/A N/A N/A N/A TOTAL N/A N/A Construction Fund Source Fiscal Year Original Planned Allocation Range Proportion Congestion Mitigation and Air Quality' 2013-2014 $187,112 87% City of Newport Beach 2013-2014 $27,965 13% TOTAL $215,077 100% i. If needed, Civ1AQ and lucai match amuunls will be reduced proportionally. Project Manager Name (Print): Signature: Date: 109 EXHIBIT B QUARTERLY/SEMI ANNUAL REPORT FORM Project Title: Agency: Date: Original Current Completion Completion Schedule Date Date Draft Environmental Document Planned Obligation Final Environmental Document Actual Expended 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 Pro ect Completion (open for use Funding Table: Preliminary Engineering ($000's) Fund Source Fiscal Year Planned Obligation Current Estimates Actual Expended Remaining Allocation Right -of -Way $000's Fund Source Fiscal Year Planned Obligation Current Estimates Actual Expended Remaining Allocation Construction ($000's) Fund Source Fiscal Year Planned Obligation Revised Allocation Actual Expended Remaining Allocation 110 EXHIBIT B Major Activities: Status: Issues: Name/Title: Phone: Email: 111 EXHIBIT C EXHIBIT C: FINAL PROJECT REPORT FORM Date OCTA Instructions The responsible agency should fill out the following: 1) Final Project Form, 2) Final Cost, 3) Certificate of Completion. Page A, the OCTA Staff Verification will be filled out by OCTA staff. In addition, the agency must attach before (if available) and after photographs of the project site and the address or location of the site under the Location and Scope of work section. Locacwn anu Verification of Match (Actual Expenditures) Project Schedule Phase .r : ` -;:. ; : r.. Proposed Actual.:; Draft Environmental Document Final Environmental Document Begin Design Engineering Plans, Specifications, and Cost Estimates complete Start Right -of -Way Acquisition Right -of -Way Certification Read to Advertise Award Construction Project Completion (open for use Page 1 112 t„-vOther:- Q(ENTER grt(ENTER (ENTER .' 'ACTA Phase tsOURCE :r t AQ `Funding ` Total," .isOURCE;# -SOURCE 'Ci Engineering $ $ $ - $ - $ - $ Right -of -Way $ $ $ - $ - $ - $ Construction $ $ $ - $ - $ - $ Total $ $ $ - $ - $ - $ Project Schedule Phase .r : ` -;:. ; : r.. Proposed Actual.:; Draft Environmental Document Final Environmental Document Begin Design Engineering Plans, Specifications, and Cost Estimates complete Start Right -of -Way Acquisition Right -of -Way Certification Read to Advertise Award Construction Project Completion (open for use Page 1 112 m OCTA BCIP: Final Cost nit Price 113 MBCIP: FINAL COST OCTA I hereby certify that the statements provided here are true and correct. Proiect Title Name Title JPublic Works Director Signature Date Page 3 114 Yes No N/A 1 The project is designed to city/county and other participating jurisdictions' standards. ❑ ❑ ❑ 2 The project contract was awarded on: I ENTER DATE ❑ ❑ ❑ 3 The total cost of the contract is equal to or less than the total TE ❑ ❑ ❑ funds awarded and matching funds provided. 4 The city/county provided matching funds to the project. ❑ ❑ ❑ 5 Right-of-way was acquired in conformance with city/county procedures. ❑ ❑ ❑ 6 All required environmental documentation is complete and certified. ❑ ❑ ❑ 7 An updated project schedule is included with the final invoice. ❑ ❑ ❑ 8 The final invoice is attached with all the necessary documentation. ❑ ❑ ❑ Name Title JPublic Works Director Signature Date Page 3 114 FABCIP: 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 Name Title Signature Date Page 4 115 t 2 3 4 s 6 7 s 9 10 11 12 13 14 is 16 17 1s 19 20 21 22 23 24 25 26 ATTACHMENT C COOPERATIVE AGREEMENT NO. C-2-1901 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY CITY OF NEWPORT BEACH FOR THE BICYCLE CORRIDOR IMPROVEMENT PROGRAM PROJECT EASTBLUFF DRIVE/FORD ROAD CLASS II BIKE LANE IMPROVEMENTS THIS COOPERATIVE AGREEMENT is effective this day of 2014, 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 City of Newport Beach, 100 Civic Center Drive, Newport Beach, California 92660, a municipal corporation duly organized and existing under the constitution and laws of the State of California (hereinafter referred to as "CITY'). RECITALS: WHEREAS, AUTHORITY and CITY desire to enter into a Cooperative Agreement to define the roles and responsibilities related to funding between AUTHORITY and CITY for engineering, right-of-way acquisition, and construction of Eastbluff Drive/Ford Road Class II Bike Lane Improvements project as defined in the scope of work provided in the Bicycle Corridor Improvement Program 2012 Call for Projects, herein incorporated by reference; (hereinafter referred to as "PROJECT"); and WHEREAS, the Bicycle Corridor Improvement Program is funded with Congestion Mitigation and Air Quality (hereinafter referred to as "CMAQ") funds; and WHEREAS, the CMAQ program is authorized under Moving Ahead for Progress in the 21st Century (MAP -21) Federal Transportation Act; and Page 1 of 11 116 COOPERATIVE AGREEMENT NO. C-2-1901 1 WHEREAS, CITY is an eligible sub -recipient of Federal funding under the CMAQ program, 2 and PROJECT is eligible for CMAQ funding contingent on California Department of Transportation. 3 (hereinafter referred to as "Caltrans") and the Federal Highway Administration (hereinafter referred 4 to as FHWA) approval; and 5 WHEREAS, on August 13, 2012, AUTHORITY's Board of Directors, approved providing G funding of up to Two Hundred Thirty Five Thousand Four Hundred Twenty dollars ($235,420) in 7 CMAQ funds to be matched with Thirty Five Thousand One Hundred Eighty dollars ($35,180) in s CITY funds for construction phase; and 9 WHEREAS, CITY and AUTHORITY agree that the total full funding for PROJECT including 10 engineering, right-of-way acquisition, construction management and construction shall be Two 11 Hundred Seventy Thousand Six Hundred dollars ($270,600) in accordance with Exhibit A titled 12 "Bicycle Corridor Improvement Program Funding Plan", which is attached herein and incorporated 13 by reference; and 14 WHEREAS, AUTHORITY and CITY agree that CMAQ funding for PROJECT is contingent 15 upon funding being available through MAP -21 and PROJECT maintaining its eligibility for this 16 funding; and 17 WHEREAS, AUTHORITY and CITY agree that Caltrans and FHWA authorization is required 18 following AUTHORITY's amendment to the Federal Transportation Improvement Program 19 (hereinafter referred to as "FTIP"), and in order to proceed or commence each phase of PROJECT 20 for performance under this Cooperative Agreement; and 21 WHEREAS, AUTHORITY is responsible for programming the funds to specific projects 22 within Orange County; and Caltrans administers the CMAQ program on behalf of the FHWA and is 23 responsible for acquiring federal approvals for PROJECT on behalf of CITY, determining federal 24 eligibility, compliance with federal requirements, and reimbursement for project activities; and 25 WHEREAS, CITY agrees that AUTHORITY reserves the right to change the fund source 26 programmed to the PROJECT; Page 2 of 11 117 1 2 3 4 s 6 7 a 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-2-1901 WHEREAS, CITY agrees to act as lead agency for engineering, right-of-way acquisition, construction management and construction of PROJECT; and WHEREAS, this Cooperative Agreement defines the specific terms and conditions and funding responsibilities between AUTHORITY and CITY (hereinafter referred to as "PARTIES") for completion of PROJECT; and WHEREAS, AUTHORITY's Board of Directors approved the Cooperative Agreement on 13t" day of August, 2012; and follows: WHEREAS, CITY's Council approved the Cooperative Agreement on day of 2013. NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as ARTICLE 1. COMPLETE AGREEMENT A. This Cooperative Agreement, including any attachments incorporated herein and made applicable by reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this agreement between AUTHORITY and CITY and it supersedes all prior representations, understandings, and communications. The invalidity in whole or in part of any.term or condition of this Cooperative Agreement shall not affect the validity of other term(s) or conditions(s) of this Cooperative Agreement. The above referenced Recitals are true and correct and are incorporated by reference herein. B. AUTHORITY'S failure to insist on any instance(s) of CITY's performance of any term(s) or condition(s) of this Cooperative Agreement shall not be construed as a waiver or relinquishment of AUTHORITY's right to such performance or to future performance of such term(s) or condition(s), and CITY's obligation in respect thereto shall continue in full force and effect. Changes to any portion of this Cooperative Agreement shall not be binding upon AUTHORITY except when specifically confirmed in writing by an authorized representative of AUTHORITY by way Page 3 of 11 118 1 2 3 4 s 6 7 s 9 10 11 12 13 14 is 16 17 1s 19 20 21 22 23 24 2s 26 COOPERATIVE AGREEMENT NO. C-2-1901 of a written amendment to this Cooperative Agreement and issued in accordance with the provisions of this Cooperative Agreement. C. CITY's failure to insist on any instance(s) of AUTHORITY's performance of any term(s) or condition(s) of this Cooperative Agreement shall not be construed as a waiver or relinquishment of CITY's right to such performance or to future performance of such term(s) or condition(s), and AUTHORITY's obligation in respect thereto shall continue in full force and effect..' Changes to any portion of this Cooperative Agreement shall not be binding upon CITY except when specifically confirmed in writing by an authorized representative of CITY by way of a written amendment to this Cooperative Agreement and issued in accordance with the provisions of this Cooperative Agreement. ARTICLE 2. SCOPE OF AGREEMENT This Cooperative Agreement specifies the terms and conditions, roles and responsibilities of PARTIES as they pertain to the subjects and projects addressed herein. Both AUTHORITY and CITY agree that each will cooperate and coordinate with the other in all activities covered by this Cooperative Agreement and any other supplemental agreements that may be required to facilitate purposes thereof. ARTICLE 3. RESPONSIBILITIES OF AUTHORITY AUTHORITY agrees to the following responsibilities for PROJECT: A. AUTHORITY shall formally request on behalf of CITY that the Southern California Association of Governments (hereinafter referred to as "SCAG") amend the FTIP to program up to the amount in accordance with. the funding plan outlined in Exhibit A, whereby AUTHORITY's performance under this Cooperative Agreement is contingent upon SCAG, Caltrans and FHWA approval. B. AUTHORITY shall provide assistance to CITY in securing the CMAQ funds. C. AUTHORITY shall not be obligated to program any amount beyond what has been identified in this Agreement and what is ultimately approved for the project by Caltrans and FHWA. Page 4 of 11 119 1 2 3 4 5 6 7 s 9 10 11 12 13 14 15 16 17 is 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-2-1901 D. AUTHORITY shall process any required FTIP amendments. E. AUTHORITY shall review and approve CITY's request for obligation of CMAQ funds prior to submittal to Caltrans District 12, F. AUTHORITY may cancel projects for which CITY has not submitted request for authorization to proceed (hereinafter referred to as "E-76 Request") or has not advanced PROJECT to ready -to -list stage as determined by Caltrans guidelines by February 1 of the fiscal year identified in Exhibit A as required in Article 4, paragraph E. ARTICLE 4. RESPONSIBILITIES OF CITY CITY agrees to the following responsibilities for PROJECT: A. CITY will act as the lead agency for the engineering, right-of-way, construction and construction management of PROJECT. B. CITY will comply with all local, state, and federal project delivery requirements including but not limited to Disadvantaged Business Enterprise, American with Disabilities Act, and Buy America provisions. C. CITY will submit National Environmental Policy Act (NEPA) and the California Environmental Quality Act (CEQA) environmental documentation to Caltrans for approval by November 1 of the programming fiscal year as provided in the project schedule in Exhibit A. D. CITY is responsible for preparing and submitting to AUTHORITY an Engineer's Estimate of PROJECT cost ninety (90) days prior to E-76 Request, and no later than November 1 of the fiscal year identified in Exhibit A. E. CITY is responsible for preparing and submitting all necessary Caltrans -required documentation including E-76 Request. CITY agrees to submit an E-76 Request to Caltrans District 12 by February 1 of the fiscal year identified in Exhibit A. F. CITY acknowledges that if the E-76 Request is not submitted to Caltrans with a copy to OCTA by February 1, or CITY has not advanced PROJECT to ready -to -list stage as determined through Caltrans guidelines by this date, the proposed funding shall be cancelled by AUTHORITY. Page 5 of 11 120 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-2-1901 G. CITY shall provide 13% of the Preliminary Engineering Phase cost and Construction costs in CITY funds as the required local match consistent with Exhibit A. H. CITY will invoice Caltrans at minimum once every six months. I. CITY agrees that any cost overruns shall be the responsibility of CITY. J. CITY will submit semi-annual status reports for PROJECT to AUTHORITY due on January 15 for the prior six month period and due on July 15 for the prior six (6) month period (EXHIBIT B titled "Quarterly/Semi-Annual Report Form"). K. CITY will submit a final report to AUTHORITY within six (6) months of Caltrans payment of final progress invoice for PROJECT in accordance with Exhibit C titled "CMAQ Final Project Report Form." L. CITY is responsible for completing PROJECT in accordance with the funding plan (EXHIBIT A), and to abide by all CMAQ programming guidelines, and any and all other federal, state, and Caltrans requirements. ARTICLE 5. DELEGATED AUTHORITY The actions required to be taken by CITY in the implementation of this Cooperative Agreement are delegated to its Director of Public Works, or designee, and the actions required to be taken by AUTHORITY in the implementation of this Cooperative Agreement are delegated to AUTHORITY's Chief Executive Officer, or designee. ARTICLE 6. AUDIT AND INSPECTION AUTHORITY and CITY shall maintain a complete set of records in accordance with generally accepted accounting principles. Upon reasonable notice, CITY shall permit the authorized representatives of AUTHORITY to inspect and audit all work, materials, payroll, books, accounts, and other data and records of CITY for a period of four (4) years after final payment, or until any on- going audit is completed. For purposes of audit, the date of completion of this Cooperative Agreement shall be the date of AUTHORITY's payment of CITY's final billing (so noted on the invoice) under this Cooperative Agreement. AUTHORITY shall have the right to reproduce any such Page 6 of 11 121 1 2 3 4 5 6 7 a 9 to 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-2-1901 books, records, and accounts. The above provision with respect to audits shall extend to and/or be included in construction contracts with CITY's contractor. ARTICLE 7. INDEMNIFICATION A. CITY shall indemnify, defend and hold harmless AUTHORITY, its officers, directors, employees and agents from and against any and all claims (including attorney's fees and reasonable expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker's compensation subrogation claims, damage to or loss of use of property alleged to be caused by the negligent acts, omissions or willful misconduct by CITY, its officers, directors, employees or agents in connection with or arising out of the performance of this Cooperative Agreement. B. AUTHORITY shall indemnify, defend and hold harmless CITY, its officers, directors, employees and agents from and against any and all claims (including attorney's fees and reasonable expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker's compensation subrogation claims, damage to or loss of use of property alleged to be caused by the negligent acts, omissions or willful misconduct by AUTHORITY, its officers, directors, employees or agents in connection with or arising out of the performance of this Cooperative Agreement. C. The indemnification and defense obligations of this Cooperative Agreement shall survive its expiration or termination. ARTICLE B. ADDITIONAL PROVISIONS AUTHORITY and CITY agree to the following mutual responsibilities: A. Term of Agreement: This Cooperative Agreement shall continue in full force and effect through December 31, 2017 or until final acceptance by AUTHORITY, whichever is later. This Cooperative Agreement may be extended at the mutual consent of both parties. B. Termination: This Cooperative Agreement is null and void if project is not funded. AUTHORITY shall cancel projects for which CITY has not submitted an E-76 Request by February 1 Page 7 of 11 122 1 2 3 a s 6 7 8 9 10 ll 12 13 14 15 16 17 18 t9 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-2-1901 of the fiscal year for which funds are programmed and, or has not advanced PROJECT to ready stage as determined by AUTHORITY. This Cooperative Agreement may be terminated. by either party after giving thirty (30) days written notice. C. This Cooperative Agreement may be amended in writing at any time by the mutual consent of both parties. No amendment shall have any force or effect unless executed in writing by both parties. D. AUTHORITY and CITY shall comply with all applicable federal, state, and local laws, statues, ordinances and regulations of any governmental authority having jurisdiction over PROJECT. E. Legal Authority: AUTHORITY and CITY hereto consent that they are authorized to execute this Cooperative Agreement on behalf of said parties and that, by so executing this agreement, the parties hereto are formally bound to the provisions of this Cooperative Agreement. F. Severability: If any term, provision, covenant or condition of this Cooperative Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this Cooperative Agreement shall not be affected thereby, and each term, provision, covenant or condition of this Cooperative Agreement shall be valid and enforceable to the fullest extent permitted by law. G. Counterparts of Agreement: This Cooperative Agreement may be executed and delivered in any number of counterparts, each of which, when executed and delivered shall be deemed an original and all of which together shall constitute the same agreement. Facsimile signatures will be permitted. H. Force Maieure: Either AUTHORITY and CITY shall be excused from performing its obligations under this Cooperative Agreement during the time and to the extent that it is prevented from performing by an unforeseeable cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God; commandeering of material, products, plants or facilities by the federal, state or local government; national fuel shortage; or a material act or omission by the other party; when Page 8 of 11 123 1 2 3 4 5 G 7 s 9 to n 12 13 14 is 16 17 1s 19 20 21 22 23 24 25 2( COOPERATIVE AGREEMENT NO. C-2-1901 satisfactory evidence of such cause is presented to the other party, and provided further that such nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the AUTHORITY and CITY not performing. I. Assignment: Neither this Cooperative Agreement, nor any of the AUTHORITY and CITY rights, obligations, duties, or authority hereunder may be assigned in whole or in part by either AUTHORITY or CITY 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. Governing Law: The laws of the State of California and applicable local and federal laws, regulations and guidelines shall govern this Cooperative Agreement. L. Litigation fees: Should litigation arise out of this Cooperative Agreement for the performance thereof, the court shall award costs and expenses, including attomey's fees, to the prevailing party. Page 9 of 11 124 COOPERATIVE AGREEMENT NO. C-2-1901 M. Notices: Any notices, requests, or demands made between the parties pursuant to this Cooperative Agreement are to be directed as follows: To CITY: To AUTHORITY: City of Newport Beach Orange County Transportation Authority 100 Civic Center Drive 550 South Main Street Newport Beach, CA 92660 P. O. Box 14184 Orange, CA 92863-1584 Attention: Brad Sommers Attention: Ms. Marjorie Morris Threats Senior Civil Engineer Senior Contract Administrator 949-644-3326 714-560-5633 Email: Email: mthreatsCabocta.net BSommers ftnewportbeachca.gov Cc: Louis Zhao Transportation Funding Analyst N. Successors and Assigns: The provisions of this Cooperative Agreement shall bind and inure to the benefit of each of the PARTIES hereto, and all successors or assigns of 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 forty-two (42) months after the E-76 request approval date. / Page 10 of 11 125 1 2 3 a 5 6 7 s 9 10 11 12 13 14 15 16 17 1e 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-2-1901 This Agreement shall be effective upon execution by both parties. IN WITNESS WHEREOF, the parties hereto have caused this Cooperative Agreement No. C-2-1901 to be executed on the date first above written. CITY OF NEWPORT BEACH ORANGE COUNTY TRANSPORTATION AUTHORITY Bv: Rush N. Hill, II Mayor ATTEST: Bv: Leilani I. Brown City Clerk APPROVED AS TO FORM: Bv: Darrell Johnson Chief Executive Officer APPROVED AS TO FORM: By: " &� Kennard R. Smart, Jr. General Counsel APPROVAL RECOMMENDED: By: By: Aaron Har id- Kia Mortazavi City Attorney Executive Director, Planning Dated:�' c�' Dated: Page 11 of 11 126 AGREEMENT NO. C- 2-1901 EXHIBIT A BCIP FUNDING PLAN BICYCLE CORRIDOR IMPROVEMENT PROGRAM CALL FOR PROJECTS EASTBLUFF DRIVE/FORD ROAD CLASS II BIKE LANE IMPROVEMENTS Proiect Schedule and Fundinq Schedule Completion Date Final Environmental Document 12/13/13 Begin Design Engineering 3/1/12 Plans, Specifications, and Cost Estimates complete 12/1/13 Start Right -of -Way Acquisition N/A Right -of -Way Certification N/A Authorization to Proceed for Construction submittal 9/1/13 Authorization to Proceed for Construction 5/1/14 Award Construction 7/1/14 1 Project Completion (open for use _ 10/1/14 Construction funding authorized through this agreement: Funding BCIP CMAQ: $235,420 Local Match: $35,180 Preliminary Enqineerinq Fund Source Fiscal Year Original Planned Allocation Proportion N/A N/A N/A N/A TOTAL N/A N/A Riqht-of-Way Fund Source Fiscal Year Original Planned Proportion Allocation N/A N/A N/A N/A TOTAL N/A N/A Construction Fund Source Fiscal Year Original Planned Allocation Range Proportion Congestion Mitigation and Air Quality' 2013-2014 $235,420 87% City of Newport Beach 2013-2014 $35,180 13% TOTAL $270,600 100% 1. If needed, CMAQ and local match amounts will be reduced proportionally. Project Manager Name (Print): Signature: Date: 127 QUARTERLY/SEMI ANNUAL REPORT FORM Project Agency: EXHIBIT B Original Current Completion Completion Schedule 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 Enqineerinq ($000's) Fund Source Fiscal Year Planned Obli ation Current Estimates Actual Ex ended Remaining Allocation Remaining Allocation Right -of -Way ($000's) Fund Source Fiscal Year Pland Obli atineon Current Estimates Actual Expended Remaining Allocation Construction ($000's) Fund Source Fiscal Year Planned Obligation Revised Allocation Actual Expended Remaining Allocation 128 MICA:I 1 Major Activities: Status: Issues: Name/Title: Phone: Email: 129 EXHIBIT C M EXHIBIT C: FINAL PROJECT REPORT FORM Date OCTA Instructions The responsible agency should fill out the following: 1) Final Project Form, 2) Final Cost, 3) Certificate of Completion. Page 4, the OCTA Staff Verification will be filled out by OCTA staff. In addition, the agency must attach before (if available) and after photographs of the project site and the address or location of the site under the Location and Scope of work section. uncar.I Verification of Match (Actual Expenditures) Project Schedule Phase .: Proposed Actual'.; Draft Environmental Document Final Environmental Document Begin Design Engineering Plans, Specifications, and Cost Estimates complete Start Right -of -Way Acquisition Right -of -Way Certification Read to Advertise Award Construction Project Completion (open for use Match Rate Page 1 130 Ili J xOther ,rtf (ENTER, 1 (ENTER " (ENTERf' OCTA Phase 4 3e .i :'SOURCE: , SOURCE , . f SOURCE ; CMAQ Funding, .I Total Engin erin $ - $ $ $ - $ - $ - Right -of -Way $ - $ $ $ - $ - $ - Construction $ - $ $ $ - $ - $ - Total $ - $ $ $ - $ - $ - Project Schedule Phase .: Proposed Actual'.; Draft Environmental Document Final Environmental Document Begin Design Engineering Plans, Specifications, and Cost Estimates complete Start Right -of -Way Acquisition Right -of -Way Certification Read to Advertise Award Construction Project Completion (open for use Match Rate Page 1 130 m OCTA BCIP: Final Cost Page 2 131 MBCIP: FINAL COST OCTA I hereby certify that the statements provided here are true and correct. Proiect Title Yes No N/A ie project is designed to city/county and other participating jurisdictions' standards. ❑ ❑ ❑ ie project contract was awarded on: I ENTER DATE ❑ ❑ ❑ ie total cost of the contract is equal to or less than the total TE ❑ ❑ ❑ nds awarded and matching funds provided, ie city/county provided matching funds to the project. ❑ ❑ ❑ ght-of-way was acquired in conformance with city/county procedures. ❑ ❑ ❑ I required environmental documentation is complete and certified. ❑ ❑ ❑ i updated project schedule is included with the final invoice. ❑ ❑ ❑ ie final invoice is attached with all the necessary documentation. ❑ ❑ ❑ Name Title Public Works Director Signature Date Page 3 132 BLIP: 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 Name Title Signature Date Page 4 133