HomeMy WebLinkAboutAgenda Report - November 3, 2010 B-01 SMAGENDA ITEM 644
CITY OF LODI
COUNCIL COMMUNICATION
TM
AGENDA TITLE: Authorize City Manager to Enter Into Cooperative Agreement with Caltrans for the
State Route 99/Harney Lane Interchange Interim Improvement Project
MEETING DATE: November 3, 2010
PREPARED BY: City Attorney's Office
RECOMMENDED ACTION: Authorize City Manager to Enter Into Cooperative Agreement with
Caltrans for the State Route 99/Harney Lane Interchange Interim
Improvement Project
BACKGROUND INFORMATION: On October 20, 2010, Council awarded the contract for the State
Route 99/Harney Lane Interchange Interim Improvement Project.
CalTrans now requests that the City enter into a Cooperative
Agreement to allow the City access to and permission to install the improvements on CalTrans right of
way. The attached agreement requires the City to fund and install the project and indemnify CalTrans for
any liabilities CalTrans incurs as a result of the City's actions. Staff recommends Council authorize the
City Manager to enter the Cooperative Agreement.
FISCAL IMPACT: No new impacts beyond those incurred on contract award. The project will
increase the long-term maintenance cost of the added pavement sections and traffic signals. Lodi
Community Facilities District No. 2007-1 special taxes will offset these added costs in the long term.
FUNDING AVAILABLE: Existing Appropriation:
Regional Transportation Impact Fees (338) $690,000
Measure K (325) $60,000
Developer Funds $750,000
Project Estimate: $1,500,000
APPROVED:
KonradHMf am, Interim City Manager
10 -SJ -99-28.48
EA:OU780
DistrictAgreement 10-376
COOPERATIVE AGREEMENT
This agreement, effective on , is between the State of
California, acting through its Department of Transportation, referred to as CALTRANS, and:
City of Lodi, a body politic and municipal corporation or chartered city of the State of
California, referred to as CITY.
For the purpose of this agreement, the term PARTNERS collectively refers to CALTRANS and
CITY (all signatory parties to this agreement). The term PARTNER refers to any one of those
signatory parties individually.
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RECITALS
1. California Streets and Highways Code sections 114 and 130 authorize PARTNERS to
enter into a cooperative agreement for performance of work within the State Highway
System (SHS) right of way.
2. This agreement outlines the terms and conditions of cooperation between PARTNERS to
complete installation of traffic signals at the SR99/Hamey Lane Intersection for
construction of an interim signal at the ramp intersections of SR99 and Harney Lane.
For the purpose of this agreement, construction of an interim signal at the ramp
intersections of SR99 and Harney Lane will be referred to as PROJECT. All
responsibilities assigned in this agreement to complete installation of traffic signals at
the SR99/Harney Lane Intersection will be referred to as OBLIGATIONS.
3. There are no prior PROJECT -related cooperative agreements.
4. Prior to this agreement, CITY developed the Permit Engineering Evaluation Report
(PEER); CITY developed the Plans, Specifications and Estimate; and CITY developed the
Right of Way Certification.
5. CITY prepared the environmental documentation for PROJECT.
6. The estimated date for OBLIGATION COMPLETION is April 1, 2011,
7. In this agreement capitalized words represent defined terms and acronyms. The Definitions
section contains a complete definition for each capitalized term.
8. From this point forward, PARTNERS define in this agreement the terms and conditions
under which they will accomplish OBLIGATIONS.
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RESPONSIBILITIES
9. CITY is SPONSOR for 100% of PROJECT
10. CALTRANS will provide IQA for the portions of WORK within existing and proposed
SHS right of way. CALTRANS retains the right to reject noncompliant WORK, protect
public safety, preserve property rights, and ensure that all WORK is in the best interest of
the SHS.
11. CITY may provide IQA for the portions of WORK outside existing and proposed SHS
right of way.
12. CITY is the only FUNDING PARTNER for this agreement. CITY's funding commitment
is defined in the FUNDING SUMMARY.
13. CALTRANS is the CEQA lead agency for PROJECT.
14. CITY is IMPLEMENTING AGENCY for CONSTRUCTION.
SCOPE
Scope: General
15. PARTNERS will perform all OBLIGATIONS in accordance with federal and California
laws, regulations, and standards; FHWA STANDARDS; and CALTRANS STANDARDS.
16. IMPLEMENTING AGENCY for a PROJECT COMPONENT will provide a Quality
Management Plan (QMP) for that component as part of the PROJECT MANAGEMENT
PLAN.
17. Any PARTNER may, at its own expense, have representatives observe any
OBLIGATIONS performed by another PARTNER. Observation does not constitute
authority over those OBLIGATIONS.
18. Each PARTNER will ensure that all of its personnel participating in OBLIGATIONS are
appropriately qualified, and if necessary licensed, to perform the tasks assigned to them.
19. PARTNERS will invite each other to participate in the selection and retention of any
consultants who participate in OBLIGATIONS.
20. If WORK is done under contract (not completed by a PARTNER's own employees) and is
governed by the California Labor Code's definition of a "public work" (section
1720(a)(a)), that PARTNER will conform to sections 1720 — 1815 of the California Labor
Code and all applicable regulations and coverage determinations issued by the Director of
Industrial Relations.
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21. IMPLEMENTING AGENCY for each PROJECT COMPONENT included in this
agreement will be available to help resolve problems generated by that component for the
entire duration of PROJECT.
22. CALTRANS will issue, upon proper application, the encroachment permits required for
WORK within SHS right of way.
Contractors and/or agents, and utility owners will not perform WORK without an
encroachment permit issued in their name.
23. If any PARTNER discovers unanticipated cultural, archaeological, paleontological, or
other protected resources during WORK, all WORK in that area will stop and that
PARTNER will notify all PARTNERS within 24 hours of discovery. WORK may only
resume after a qualified professional has evaluated the nature and significance of the
discovery and a plan is approved for its removal or protection.
24. PARTNERS will hold all administrative draft and administrative final reports, studies,
materials, and documentation relied upon, produced, created, or utilized for PROJECT in
confidence to the extent permitted by law. Where applicable, the provisions of California
Government Code section 6254.5(e) will govern the disclosure of such documents in the
event that PARTNERS share said documents with each other.
PARTNERS will not distribute, release, or share said documents with anyone other
than employees, agents, and consultants who require access to complete PROJECT
without the written consent of the PARTNER authorized to release them, unless
required or authorized to do so by law.
25. If any PARTNER receives a public records request, pertaining to OBLIGATIONS, that
PARTNER will notify PARTNERS within five (5) working days of receipt and make
PARTNERS aware of any disclosed public records. PARTNERS will consult with each
other prior to the release of any public documents related to the PROJECT.
26. If HM -1 or HM -2 is found during a PROJECT COMPONENT, IMPLEMENTING
AGENCY for that PROJECT COMPONENT will immediately notify PARTNERS.
27. CALTRANS, independent of PROJECT, is responsible for any HM -1 found within the
existing SHS right of way. CALTRANS will undertake HM MANAGEMENT
ACTIVITIES related to HM -1 with minimum impact to PROJECT schedule.
28. CITY, independent of PROJECT, is responsible for any HM -1 found within PROJECT
limits and outside the existing SHS right of way. CITY will undertake or cause to be
undertaken HM MANAGEMENT ACTIVITIES related to HM -1 with minimum impact
to PROJECT schedule.
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29. If HM -2 is found within PROJECT limits, the public agency responsible for the
advertisement, award, and administration (AAA) of the PROJECT construction contract
will be responsible for HM MANAGEMENT ACTIVITIES related to HM -2.
30. CALTRANS' acquisition or acceptance of title to any property on which any HM -1 or
HM -2 is found will proceed in accordance with CALTRANS' policy on such acquisition.
31. PARTNERS will comply with all of the commitments and conditions set forth in the
environmental documentation, environmental permits, approvals, and applicable
agreements as those commitments and conditions apply to each PARTNER's
responsibilities in this agreement.
32. IMPLEMENTING AGENCY for each PROJECT COMPONENT will furnish
PARTNERS with written monthly progress reports during the implementation of
OBLIGATIONS in that component.
33. Upon OBLIGATION COMPLETION, ownership or title to all materials and equipment
constructed or installed for the operations and/or maintenance of the SHS within SHS right
of way as part of WORK become the property of CALTRANS.
CALTRANS will not accept ownership or title to any materials or equipment constructed
or installed outside SHS right of way.
34. IMPLEMENTING AGENCY for a PROJECT COMPONENT will accept, reject,
compromise, settle, or litigate claims of any non -agreement parties hired to do WORK in
that component.
35. PARTNERS will confer on any claim that may affect OBLIGATIONS or PARTNERS'
liability or responsibility under this agreement in order to retain resolution possibilities for
potential future claims. No PARTNER will prejudice the rights of another PARTNER
until after PARTNERS confer on claim.
36. PARTNERS will maintain, and will ensure that any party hired by PARTNERS to
participate in OBLIGATIONS will maintain, a financial management system that
conforms to Generally Accepted Accounting Principles (GAAP), and that can properly
accumulate and segregate incurred PROJECT costs, and provide billing and payment
support.
37. PARTNERS will comply with the appropriate federal cost principles and administrative
requirements outlined in the Applicable Cost Principles and Administrative Requirements
table below. These principles and requirements apply to all funding types included in this
agreement.
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Applicable Cost Principles and Administration Requirements
The federal cost principles and administrative requirements associated with each organization type
Organization Type
Cost Principles
Administrative Requirements
Federal Governments
2 CFR Part 225
OMB A-102
State and Local Government
2 CFR, Part 225
49 CFR, Part 18
Educational Institutions
2 CFR, Part 220
2 CFR, Part 215
Non -Profit Oraanizations
12 CFR. Part 230
12 CFR. Part 215
For Profit Organizations
48 CFR, Chapter 1,
Part 31
49 CFR, Part 18
38. PARTNERS will maintain and make available to each other all OBLIGATIONS -related
documents, including financial data, during the term of this agreement.
39. PARTNERS will retain all OBLIGATIONS -related records for three (3) years after the
final voucher.
40. PARTNERS have the right to audit each other in accordance with generally accepted
governmental audit standards.
CALTRANS, the state auditor, FHWA, and CITY will have access to all
OBLIGATIONS -related records of each PARTNER, and any party hired by a
PARTNER to participate in OBLIGATIONS, for audit, examination, excerpt, or
transcription.
The examination of any records will take place in the offices and locations where said
records are generated and/or stored and will be accomplished during reasonable hours
of operation. The auditing PARTNER will be permitted to make copies of any
OBLIGATIONS -related records needed for the audit.
The audited PARTNER will review the draft audit, findings, and recommendations,
and provide written comments within 30 calendar days of receipt.
Upon completion of the final audit, PARTNERS have 30 days to refund or invoice as
necessary in order to satisfy the obligation of the audit.
Any audit dispute not resolved by PARTNERS is subject to dispute resolution. Any
costs arising out of the dispute resolution process will be paid within 30 calendar days
of the final audit or dispute resolution findings.
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41. Any PARTNER that hires another party to participate in OBLIGATIONS will conduct a
pre -award audit of that party in accordance with the Local Assistance Procedures Manual.
42. PARTNERS will not incur costs beyond the funding commitments in this agreement. If
IMPLEMENTING AGENCY anticipates that funding for WORK will be insufficient to
complete WORK, IMPLEMENTING AGENCY will promptly notify SPONSOR.
IMPLEMENTING AGENCY has no obligation to perform WORK if funds to
perform WORK are unavailable.
43. If WORK stops for any reason, IMPLEMENTING AGENCY will place all facilities
impacted by WORK in a safe and operable condition acceptable to CALTRANS.
44. If WORK stops for any reason, each PARTNER will continue to implement all of its
applicable commitments and conditions included in the PROJECT environmental
documentation, permits, agreements, or approvals that are in effect at the time that WORK
stops, as they apply to each PARTNER's responsibilities in this agreement, in order to
keep PROJECT in environmental compliance until WORK resumes.
45. Each PARTNER accepts responsibility to complete the activities that it selected on the
SCOPE SUMMARY, Activities marked with "N/A" on the SCOPE SUMMARY are not
included in the scope of this agreement.
Scope: Environmental Permits, Approvals and Agreements
46. Each PARTNER identified in the Environmental Permits table below accepts the
responsibility to complete the assigned activities.
Environmental Permits
Permit Coordinate Prepare Obtain Implement Renew Amend
404 USACOE CITY CITY CITY CITY CITY CITY
401 RW CB CITY CITY CITY CITY CITY CITY
Scope: CONSTRUCTION
47. CITY will advertise, open bids, award, and approve the construction contract in
accordance with the California Public Contract Code and the California Labor Code.
CITY will not advertise the construction contract until CALTRANS completes or
accepts the final plans, specifications, and estimate package; CALTRANS approves
the Right of Way Certification; and SPONSOR verifies full funding of
CONSTRUCTION SUPPORT and CONSTRUCTION CAPITAL.
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By accepting responsibility to advertise and award the construction contract, CITY
also accepts responsibility to administer the construction contract.
48. CITY will provide a RESIDENT ENGINEER and construction support staffs that are
independent of the design engineering company and construction contractor.
49. IMPLEMENTING AGENCY will implement changes to the construction contract through
contract change orders (CCOs). PARTNERS will review and concur on all CCOs over
$10,000.
CALTRANS must approve all CCOs affecting public safety or the preservation of
property, all design and specification changes, and all major changes as defined in the
CALTRANS Construction Manual prior to implementing the CCO.
50. If the lowest responsible construction contract bid is greater than the funding commitment
to CONSTRUCTION CAPITAL, all PARTNERS must be involved in determining how to
proceed. If PARTNERS do not agree in writing on a course of action within 15 working
days, this agreement will terminate.
51. CITY will require the construction contractor to furnish payment and performance bonds
naming CITY as obligee, and CALTRANS as additional obligee, and to carry liability
insurance in accordance with CALTRANS specifications.
52. CITY will submit a written request to CALTRANS for any SFM identified in the
PROJECT plans, specifications, and estimate a minimum of 45 days prior to the bid
advertisement date for PROJECT construction contract. CITY will submit a written
request to CALTRANS for any additional SFM deemed necessary during PROJECT
construction.
53. CALTRANS will make SFM available at a CALTRANS-designated location after CITY
requests SFM and pays CALTRANS' invoice for estimated SFM costs.
54. As IMPLEMENTING AGENCY for CONSTRUCTION, CITY is responsible for
maintenance within PROJECT limits as part of the construction contract.
55. PARTNERS will execute a separate maintenance agreement prior to OBLIGATION
COMPLETION.
COST
Cost: General
56. The cost of any awards, judgments, or settlements generated by OBLIGATIONS is an
OBLIGATIONS COST.
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57. CALTRANS, independent of PROJECT, will pay all costs for HM MANAGEMENT
ACTIVITIES related to HM -1 found within the existing SHS right of way.
58. CITY, independent of PROJECT, will pay, or cause to be paid, all costs for HM
MANAGEMENT ACTIVITIES related to HM -1 found within PROJECT limits and
outside of the existing SHS right of way.
59. HM MANAGEMENT ACTIVITIES costs related to HM -2 are CONSTRUCTION
SUPPORT and CONSTRUCTION CAPITAL costs.
60. The cost to comply with and implement the commitments set forth in the environmental
documentation is an OBLIGATIONS COST.
61. The cost to ensure that PROJECT remains in environmental compliance is an
OBLIGATIONS COST.
62. The cost of any legal challenges to the CEQA environmental process or documentation is
an OBLIGATIONS COST.
63. Independent of OBLIGATIONS COST, CALTRANS will fund the cost of its own IQA for
WORK done within existing or proposed future SHS right of way.
64. Independent of OBLIGATIONS COST, CITY will fund the cost of its own IQA for
WORK done outside existing or proposed future SHS right of way.
65. CALTRANS will provide encroachment permits to PARTNERS, their contractors,
consultants and agents, at no cost.
66. Fines, interest, or penalties levied against a PARTNER will be paid, independent of
OBLIGATIONS COST, by the PARTNER whose actions or lack of action caused the
levy. That PARTNER will indemnify and defend each other PARTNER.
67. Travel, per diem, and third -party contract reimbursements are an OBLIGATIONS COST
only after those hired by PARTNERS to participate in OBLIGATIONS incur and pay
those costs.
Payments for travel and per diem will not exceed the rates paid rank and file state
employees under current California Department of Personnel Administration (DPA)
rules current at the effective date of this agreement.
If CITY invoices for rates in excess of DPA rates, CITY will fund the cost difference
and reimburse CALTRANS for any overpayment.
68. The cost of any engineering support performed by CALTRANS includes all direct and
applicable indirect costs. CALTRANS calculates indirect costs based solely on the type of
funds used to pay support costs. State and federal funds are subject the current Program
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Functional Rate. Local funds are subject to the current Program Functional Rate and the
current Administration Rate. The Program Functional Rate and the Administration Rate
are adjusted periodically.
69. If any PARTNER reimburses another PARTNER for any costs later determined to be
unallowable, the PARTNER that received the reimbursement will reimburse those funds.
70. The cost to place PROJECT right of way in a safe and operable condition and meet all
environmental commitments is an OBLIGATIONS COST.
71. Because IMPLEMENTING AGENCY is responsible for managing the scope, cost, and
schedule of a project component, if there are insufficient funds available in this agreement
to place the right of way in a safe and operable condition, the appropriate
IMPLEMENTING AGENCY accepts responsibility to fund these activities until such time
as PARTNERS amend this agreement.
That IMPLEMENTING AGENCY may request reimbursement for these costs during
the amendment process.
72. If there are insufficient funds in this agreement to implement applicable commitments and
conditions included in the PROJECT environmental documentation, permits, agreements,
and/or approvals that are in effect at a time that WORK stops, each PARTNER
implementing commitments or conditions accepts responsibility to fund these activities, as
they apply to each PARTNER's responsibilities, until such time are PARTNERS amend
this agreement.
Each PARTNER may request reimbursement for these costs during the amendment
process.
73. PARTNERS will pay invoices within 30 calendar days of receipt of invoice.
Cost: Environmental Permits, Approvals and Agreements
74. The cost of coordinating, obtaining, complying with, implementing, and if necessary
renewing and amending resource agency permits, agreements, and/or approvals is an
OBLIGATIONS COST.
Cost: CONSTRUCTION Capital
75. The cost of all SFM is a CONSTRUCTION CAPITAL cost.
CALTRANS will invoice CITY for the actual cost of any SFM as a
CONSTRUCTION CAPITAL cost.
After PARTNERS agree that all WORK is complete, CALTRANS will submit a final
accounting for all SFM costs. Based on the final accounting, PARTNERS will refund
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or invoice as necessary in order to satisfy the financial commitments of this
agreement.
SCHEDULE
76. PARTNERS will manage the schedule for OBLIGATIONS through the work plan
included in the PROJECT MANAGEMENT PLAN.
GENERAL CONDITIONS
77. PARTNERS understand that this agreement is in accordance with and governed by the
Constitution and laws of the State of California. This agreement will be enforceable in the
State of California. Any PARTNER initiating legal action arising from this agreement will
file and maintain that legal action in the Superior Court of the county in which the
CALTRANS district office that is signatory to this agreement resides, or in the Superior
Court of the county in which PROJECT is physically located
78. All OBLIGATIONS of CALTRANS under the terms of this agreement are subject to the
appropriation of resources by the Legislature, the State Budget Act authority, and the
allocation of funds by the California Transportation Commission.
79. Any PARTNER performing IQA does so for its own benefit. No one can assign liability to
that PARTNER due to its IQA activities.
80. Neither CITY nor any officer or employee thereof is responsible for any injury, damage or
liability occurring by reason of anything done or omitted to be done by CALTRANS
and/or its agents under or in connection with any work, authority, or jurisdiction conferred
upon CALTRANS under this agreement.
It is understood and agreed that CALTRANS and/or its agents will fully defend,
indemnify, and save harmless CITY and all of its officers and employees from all
claims, suits, or actions of every name, kind, and description brought forth under, but
not limited to, tortious, contractual, inverse condemnation, or other theories or
assertions of liability occurring by reason of anything done or omitted to be done by
CALTRANS and/or its agents under this agreement. (L.1.42)
81. Neither CALTRANS nor any officer or employee thereof is responsible for any injury,
damage, or liability occurring by reason of anything done or omitted to be done by CITY
and/or its agents under or in connection with any work, authority, or jurisdiction conferred
upon CITY under this agreement.
It is understood and agreed that CITY and/or its agents will fully defend, indemnify,
and save harmless CALTRANS and all of its officers and employees from all claims,
suits, or actions of every name, kind, and description brought forth under, but not
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limited to, tortious, contractual, inverse condemnation, or other theories or assertions
of liability occurring by reason of anything done or omitted to be done by CITY
and/or its agents under this agreement. (L.1.4)
82. PARTNERS do not intend this agreement to create a third party beneficiary or define
duties, obligations, or rights in parties not signatory to this agreement. PARTNERS do not
intend this agreement to affect their legal liability by imposing any standard of care for
fulfilling OBLIGATIONS different from the standards imposed by law.
83. PARTNERS will not assign or attempt to assign OBLIGATIONS to parties not signatory
to this agreement.
84. PARTNERS will not interpret any ambiguity contained in this agreement against each
other. PARTNERS waive the provisions of California Civil Code section 1654.
85. A waiver of a PARTNER's performance under this agreement will not constitute a
continuous waiver of any other provision. An amendment made to any article or section of
this agreement does not constitute an amendment to or negate all other articles or sections
of this agreement.
86. A delay or omission to exercise a right or power due to a default does not negate the use of
that right or power in the future when deemed necessary.
87. If any PARTNER defaults in its OBLIGATIONS, a non -defaulting PARTNER will
request in writing that the default be remedied within 30 calendar days. If the defaulting
PARTNER fails to do so, the non -defaulting PARTNER may initiate dispute resolution.
88. PARTNERS will first attempt to resolve agreement disputes at the PROJECT team level.
If they cannot resolve the dispute themselves, the CALTRANS district director and the
executive officer of CITY will attempt to negotiate a resolution. If PARTNERS do not
reach a resolution, PARTNERS' legal counsel will initiate mediation. PARTNERS agree
to participate in mediation in good faith and will share equally in its costs.
Neither the dispute nor the mediation process relieves PARTNERS from full and
timely performance of OBLIGATIONS in accordance with the terms of this
agreement. However, if any PARTNER stops fulfilling OBLIGATIONS, any other
PARTNER may seek equitable relief to ensure that OBLIGATIONS continue.
Except for equitable relief, no PARTNER may file a civil complaint until after
mediation, or 45 calendar days after filing the written mediation request, whichever
occurs first.
PARTNERS will file any civil complaints in the Superior Court of the county in
which the CALTRANS district office signatory to this agreement resides. The
prevailing PARTNER will be entitled to an award of all costs, fees, and expenses,
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including reasonable attorney fees as a result of litigating a dispute under this
agreement or to enforce the provisions of this article including equitable relief.
89. PARTNERS maintain the ability to pursue alternative or additional dispute remedies if a
previously selected remedy does not achieve resolution.
90. If any provisions in this agreement are deemed to be, or are in fact, illegal, inoperative, or
unenforceable, those provisions do not render any or all other agreement provisions
invalid, inoperative, or unenforceable, and PARTNERS will automatically sever those
provisions from this agreement.
91. PARTNERS intend this agreement to be their final expression and supersede any oral
understanding or writings pertaining to OBLIGATIONS.
92. If during performance of WORK additional activities or environmental documentation is
necessary to keep PROJECT in environmental compliance, PARTNERS will amend this
agreement to include completion of those additional tasks.
93. PARTNERS will execute a formal written amendment if there are any changes to
OBLIGATIONS.
94. This agreement will terminate upon OBLIGATION COMPLETION or an amendment to
terminate this agreement, whichever occurs first.
However, all indemnification, document retention, audit, claims, environmental
commitment, legal challenge, and ownership articles will remain in effect until
terminated or modified in writing by mutual agreement.
95. The following documents are attached to, and made an express part of this agreement:
SCOPE SUMMARY, FUNDING SUMMARY.
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CALTRANS — The California Department of Transportation
CALTRANS STANDARDS — CALTRANS policies and procedures, including, but not limited
to, the guidance provided in the Guide to Capital Project Delivery Workplan Standards
(previously known as WBS Guide) available at
http://www.dot.ca.gov/hq/Proj ngmt/guidance.htm.
CEQA (California Environmental Quality Act) — The act (California Public Resources Code,
sections 21000 et seq.) that requires state and local agencies to identify the significant
environmental impacts of their actions and to avoid or mitigate those significant impacts, if
feasible.
CFR (Code of Federal Regulations) — The general and permanent rules published in the
Federal Register by the executive departments and agencies of the federal government
CONSTRUCTION CAPITAL — See PROJECT COMPONENT.
CONSTRUCTION SUPPORT — See PROJECT COMPONENT.
COOPERATIVE AGREEMENT CLOSURE STATEMENT — A document signed by
PARTNERS that verifies the completion of all OBLIGATIONS included in this agreement and
in all amendments to this agreement.
COST — The responsibility for cost responsibilities in this agreement can take one of three
assignments:
• OBLIGATIONS COST — A cost associated with fulfilling OBLIGATIONS that will be
funded as part of this agreement. The responsibility is defined by the funding
commitments in this agreement.
• PROJECT COST — A cost associated with PROJECT that can be funded outside of
OBLIGATIONS. A PROJECT COST may not necessarily be part of this agreement. This
responsibility is defined by the PARTNERS' funding commitments at the time the cost is
incurred.
• PARTNER cost — A cost that is the responsibility of a specific PARTNER, independent
of PROJECT.
FHWA — Federal Highway Administration
FHWA STANDARDS — FHWA regulations, policies and procedures, including, but not limited
to, the guidance provided at wwwJhwa.dot,gov/toyics.htm.
FUNDING PARTNER — A PARTNER that commits a defined dollar amount to fulfill
OBLIGATIONS. Each FUNDING PARTNER accepts responsibility to provide the funds
identified on the FUNDING SUMMARY under its name.
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FUNDING SUMMARY — The table that designates an agreement's funding sources, types of
funds, and the PROJECT COMPONENT in which the funds are to be spent. Funds listed on the
FUNDING SUMMARY are "not -to -exceed" amounts for each FUNDING PARTNER.
GAAP (Generally Accepted Accounting Principles) — Uniform minimum standards and
guidelines for financial accounting and reporting issued by the Federal Accounting Standards
Advisory Board that serve to achieve some level of standardization. See
http://www.fasab.gov/accepted.html.
HM -I— Hazardous material (including, but not limited to, hazardous waste) that may require
removal and disposal pursuant to federal or state law whether it is disturbed by PROJECT or not.
HM -2 — Hazardous material (including, but not limited to, hazardous waste) that may require
removal and disposal pursuant to federal or state law only if disturbed by PROJECT.
HM MANAGEMENT ACTIVITIES — Management activities related to either HM -1 or HM -2
including, without limitation, any necessary manifest requirements and disposal facility
designations.
IMPLEMENTING AGENCY — The PARTNER responsible for managing the scope, cost, and
schedule of a PROJECT COMPONENT to ensure the completion of that component.
IQA (Independent Quality Assurance) — Ensuring that IMPLEMENTING AGENCY's quality
assurance activities result in WORK being developed in accordance with the applicable
standards and within an established Quality Management Plan (QMP). IQA does not include any
work necessary to actually develop or deliver WORK or any validation by verifying or
rechecking work performed by another partner.
OBLIGATION COMPLETION — PARTNERS have fulfilled all OBLIGATIONS included in
this agreement, and all amendments to this agreement, and have signed a COOPERATIVE
AGREEMENT CLOSURE STATEMENT.
OBLIGATIONS — All responsibilities included in this agreement.
OBLIGATIONS COST — See COST.
OMB (Office of Management and Budget) — The federal office that oversees preparation of the
federal budget and supervises its administration in Executive Branch agencies.
PARTNER — Any individual signatory party to this agreement.
PARTNERS — The term that collectively references all of the signatory agencies to this
agreement. This term only describes the relationship between these agencies to work together to
achieve a mutually beneficial goal. It is not used in the traditional legal sense in which one
PARTNER's individual actions legally bind the other partners.
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PROJECT — The undertaking to construction of an interim signal at the ramp intersections of
SR99 and Hamey Lane.
PROJECT COMPONENT — A distinct portion of the planning and project development
process of a capital project as outlined in California Government Code, section 14529(b).
• PID (Project Initiation Document) — The activities required to deliver the project
initiation document for PROJECT.
• PA&ED (Project Approval and Environmental Document) — The activities required
to deliver the project approval and environmental documentation for PROJECT.
• PS&E (Plans, Specifications, and Estimate) — The activities required to deliver the
plans, specifications, and estimate for PROJECT.
• R/W (Right of Way) SUPPORT —The activities required to obtain all property interests
for PROJECT
• R/W (Right of Way) CAPITAL — The funds for acquisition of property rights for
PROJECT.
CONSTRUCTION SUPPORT — The activities required for the administration,
acceptance, and final documentation of the construction contract for PROJECT.
CONSTRUCTION CAPITAL — The funds for the construction contract.
PROJECT COST — See COST.
PROJECT MANAGEMENT PLAN —A group of documents used to guide a project's
execution and control throughout that project's lifecycle.
QMP (Quality Management Plan) — An integral part of the Project Management Plan that
describes IMPLEMENTING AGENCY's quality policy and how it will be used.
RESIDENT ENGINEER — A civil engineer licensed in the State of California who is
responsible for construction contract administration activities. Said engineer must be
independent of the design engineering company and the construction contractor.
SCOPE SUMMARY — The attachment in which each PARTNER designates its commitment to
specific scope activities within each PROJECT COMPONENT as outlined by the Guide to
Capital Project Delivery Workplan Standards (previously known as WBS Guide) available at
http://www.dot.ca.gov/hq/projmgmt/guidance.htm.
SHS (State Highway System) — All highways, right of way, and related facilities acquired, laid
out, constructed, improved, or maintained as a state highway pursuant to constitutional or
legislative authorization.
SPONSOR — Any PARTNER that accepts the responsibility to establish scope of PROJECT and
the obligation to secure financial resources to fund PROJECT. SPONSOR is responsible for
adjusting the PROJECT scope to match committed funds or securing additional funds to fully
fund the PROJECT scope. If a PROJECT has more than one SPONSOR, funding adjustments
will be made by percentage (as outlined in Responsibilities). Scope adjustments must be
PACT Version 10.15/28/10 16 Cf 21
District Agreement 10-376
developed through the project development process and must be approved by CALTRANS as
the owner/operator of the SHS.
SFM (State Furnished Material) — Any materials or equipment supplied by CALTRANS.
WORK — All scope activities included in this agreement.
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COP i I ACT INFORMATION
The information provided below indicates the primary contact data for each PARTNER to this
agreement. PARTNERS will notify each other in writing of any personnel or location changes.
Contact information changes do not require an amendment to this agreement.
The primary agreement contact person for CALTRANS is:
Iorzua Akuva, Project Manager
1976 E. Charter Way
Stockton, California 95205
Office Phone: (209) 941-1958
Mobile Phone: (209) 607-3170
Fax Number: (209) 948-7666
Email: iorzua_akuva@dot.ca.gov
The primary agreement contact person for CITY is:
Lyman Chang, Project Manager
221 West Pine Street
Lodi, California 95240
Office Phone: (209) 333-6800
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District Agreement 10-376
SIGNATURES
PARTNERS declare that:
1. Each PARTNER is an authorized legal entity under California state law.
2. Each PARTNER has the authority to enter into this agreement.
3. The people signing this agreement have the authority to do so on behalf of their public
agencies.
STATE OF CALIFORNIA
DEPARTMENT OF TRANSPORTATION
APPROVED
By:
Richard Harmon
Interim District Director
Date:
CERTIFIED AS TO FUNDS:
By:
Thomas L. Harbour
District Budget Manager
Date:
CITY OF LODI
APPROVED
By:
Konradt Bartlam
City Manager
Date:
APPROVED AS TO FORM AND PROCEDURE
D. Stephen Schwabauer
City Attorney 70n��
Date:
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DistrictAgreement 10-376
SCOPE SUMMARY
4
5
8
Description
z
J v
a
U
z
6
7
5
270
Construction Engineering and General Contract
Administration
X X
10
Construction Staking Package and Control
X
15
Construction Stakes
X
20
Construction Engineering Work
X
25
Construction Contract Administration Work
X
05
Secured Lease for Resident Engineer Office Space or
Trailer
X
10
Set Up Construction Project Files
X
15
Pre -Construction Meeting
X
20
Progress Pay Estimates
X
25
Weekly Statement of Working Days
X
30
Construction Project Files and General Field Office
Clerical Work
x
35
Labor Compliance Activities
x
40
Approved Subcontractor Substitutions
X
45
Coordination
x
50
Civil Rights Contract Compliance
X
99
Other Construction Contract Administration Products
x
30
Contract Item Work Inspection
X
35
Construction Material Sampling and Testing
X X
05
j Materials Sampling and Testing for Quality Assurance
X
10
Plant Inspectionfor Quality Assurance
X
15
IndependentAssurance Sampling and Testing
X
20
Source Inspection
X
I
40
Safety and Maintenance Reviews
X
45
Relief From Maintenance Process
X
55
Final I nspection and Acceptance Recommendation
X
W
Plant EstablishmentAdministration
X
65
Transportation Management Plan Implementation
During Construction
x
80
Long -Term Environmental M itigation/M itigation
Monitoring During Construction Contract
x
99
Other Construction Engineering and General Contract
Administration
x
5
275
Construction Engineering and General Contract
Administration of Structures Work
x
5
285
Contract Change Order Administration
x
5
290
Resolve Contract Claims
x
5
295
Accept Contract, Prepare Final Construction
Estimate, and Final Report
x
4
300
FINAL RIGHT OF WAY ENGINEERING
x
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DistrictAgreement 10-376
FUNDING SUMMARY
Funding Funding CON
CON
Subtotal
Subtotal
Subtotal
Source Partner Fund Type Capital
Support
Support
Capital
Runpdes
LOCAL CITY Local $1,024,39
$102,000
$102,000
$1,024,392
$1,126,392
Subtotals by Component 1 $1,024,392
$102,0001
$102,000
$1,024,392
$1,126,392
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District Agreement 10-376
COOPERATIVE AGREEMENT
Authority to Reimburse
This agreement, effective on , is between the State of California,
acting through its Department of Transportation, referred to as CALTRANS, and:
City of Lodi a political subdivision of the
State of California, referred to here in as
"CITY"
RECITALS
CALTRANS and CITY, collectively referred to as PARTNERS, are authorized to enter
into a cooperative agreement for improvements to the State Highway System (SHS) per
Streets and Highways Code sections 114 and 130.
2. CITY intends to complete installation of traffic signals at the SR99/Harney Lane
Intersection for construction of an interim signal at the ramp intersections of SR99 and
Harney Lane, referred to as PROJECT under Encroachment Permit No. 1010-NSN-0431.
3. CITY will reimburse CALTRANS for the actual costs of State Furnished Materials
(SFM) from Local funds required for PROJECT.
4. PARTNERS now define in this agreement the terms and conditions for reimbursement.
DEFINITIONS
IMPLEMENTING AGENCY — The PARTNER responsible for managing the scope, cost, and
schedule of a PROJECT COMPONENT to ensure the completion of that component.
PARTNERS — The term that collectively references all of the signatory agencies to this
agreement. This term only describes the relationship between these agencies to work together to
achieve a mutually beneficial goal. It is not used in the traditional legal sense in which one
partner's individual actions legally bind the other partners.
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DistrictAgreement 10-376
SCOPE
5. CITY is responsible to complete all work for PROJECT.
6. All work will occur through the standard CALTRANS encroachment permit process.
7. CITY will submit a written request to CALTRANS for any SFM identified in the
PROJECT plans, specifications, and estimate upon execution of this agreement. CITY
will submit a written request to CALTRANS for any additional SFM deemed necessary
during PROJECT construction.
8. CALTRANS will make SFM available at a CALTRANS-designated location after CITY
requests SFM and pays CALTRANS' invoice for estimated SFM costs.
9. As IMPLEMENTING AGENCY for CONSTRUCTION, CITY is responsible for
maintenance within PROJECT limits as part of the construction contract.
10. PARTNERS will execute a separate maintenance agreement prior to completion of
PROJECT.
COST
11. CALTRANS will invoice CITY for the actual costs of SFM as a Construction Capital
cost.
12. CITY will pay CALTRANS within 30 (thirty) calendar days of receipt of invoice.
13. After PARTNERS agree that all work for PROJECT is complete, CALTRANS will
submit a final accounting for all costs. Based on the final accounting, CALTRANS will
refund or invoice as necessary in order to satisfy the financial commitment of this
agreement.
GENERAL CONDITIONS
14. All obligations of CALTRANS under the terms of this agreement are subject to the
appropriation of resources by the Legislature, the State Budget Act authority, and the
allocation of funds by the California Transportation Commission.
15. Neither CITY nor any officer or employee thereof is responsible for any injury, damage,
or liability occurring by reason of anything done or omitted to be done by CALTRANS
and/or its agents, under or in connection with any work, authority, or jurisdiction
conferred upon CALTRANS or under this agreement. It is understood and agreed that,
CALTRANS and/or its agents will fully defend, indemnify, and save harmless CITY and
all of its officers and employees from all claims, suits, or actions of every name, kind and
description brought forth under, including, but not limited to, tortious, contractual, inverse
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DistrictAgreement 10-376
condemnation, or other theories or assertions of liability occurring by reason of anything
done or omitted to be done by CALTRANS and/or its agents under this agreement.
16. Neither CALTRANS nor any officer or employee thereof is responsible for any injury,
damage, or liability occurring by reason of anything done or omitted to be done by CITY
and/or its agents under or in connection with any work, authority, orjurisdiction conferred
upon CITY or under this agreement. It is understood and agreed that, CITY and/or its
agents will fully defend, indemnify, and save harmless CALTRANS and all of its officers
and employees from all claims, suits, or actions of every name, kind and description
brought forth under, including, but not limited to, tortious, contractual, inverse
condemnation, or other theories or assertions of liability occurring by reason of anything
done or omitted to be done by CITY and/or its agents under this agreement.
17. Unless otherwise documented in a maintenance agreement, CITY will maintain all
improvements.
18. This agreement will terminate upon PROJECT completion by the CITY. However, all
indemnification, audit and maintenance articles will remain in effect until terminated or
modified in writing by mutual agreement.
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SIGNATURES
PARTNERS declare that:
1. Each partner is an authorized legal entity under California state law.
2. Each partner has the authority to enter into this agreement.
3. The people signing this agreement have the authority to do so on behalf of their public
agencies.
SIGNATURES
PARTNERS declare that:
1. Each PARTNER is an authorized legal entity under California state law.
2. Each PARTNER has the authority to enter into this agreement.
3. The people signing this agreement have the authority to do so on behalf of their public
agencies.
STATE OF CALIFORNIA
DEPARTMENT OF TRANSPORTATION
/:11»Z11Aa�7
LI -A
Richard Harmon
Interim District Director
Date:
CERTIFIED AS TO FUNDS:
By:
Thomas L. Harbour
District Budget Manager
CITY OF LODI
APPROVED
By:
Konradt Bartlam
Interim City Manager
Date:
APPROVED AS TO FORM AND PROCEDURE
By:
D. Stephen Schwabauer
City Attorney CE�
Date: Date: