COOPERATIVE AGREEMENT NO. C-4-1714
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
THE CITY OF ANAHEIM
FOR
THE ANAHEIM CANYON STATION PROJECT 714.
THIS COOPERATIVE AGREEMENT is effective this q7:-..4 day of 1,14„,A,had 20)4, by and between the Orange County Transportation Authority, 550 South Main Street, '.O. Box 14184, Orange, California 92863-1584, a public corporation of the State of California (hereinafter referred to as "AUTHORITY"), and the City of Anaheim, a California municipal corporation (hereinafter referred to as "CITY").
RECITALS:
WHEREAS, AUTHORITY and the CITY desire to enter into a Cooperative Agreement (hereinafter referred to "Agreement") to define roles and responsibilities between the AUTHORITY and CITY for capital improvements to the Anaheim Canyon Metrolink Station including the addition of a second main track and platform, extending the existing platform, additional shade structures, benches and ticket vending machines, providing benefits for Metrolink passengers and the CITY as defined in Exhibit 1 -Scope of Work; (hereinafter referred to as "PROJECT"); and WHEREAS, AUTHORITY agrees to act as lead agency for all phases of the PROJECT; and WHEREAS, AUTHORITY'S Board of Directors on September 13, 2012 approved a funding plan for the PROJECT in the amount. of Twenty Million Fifty One Thousand Dollars ($20,051,000.00); and
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COOPERATIVE AGREEMENT NO. C-4-1714
WHEREAS, Authority is the designated recipient of Federal Transit Administration Congestion Mitigation and Air Quality Improvement (CMAQ) funding in the amount of Eighteen Million Fifty Thousand Dollars ($18,050,000.00) and Federal Transit Administration (FTA) Section 5337 State of Good Repair funding in the amount of Two Million One Dollars ($2,001,000.00) for the PROJECT; and
WHEREAS, AUTHORITY agrees to be the lead agency responsible for environmental clearance under the California Environmental Quality Act (CEQA); and WHEREAS, AUTHORITY and CITY acknowledge the Federal Transit Administration (FTA) will be the lead agency for environmental clearance under the National Environmental Policy Act (NEPA); and
WHEREAS, CITY agrees to support AUTHORITY in its efforts to prepare documentation necessary to secure all environmental clearances for the right-of-way impact within the CITY; and WHEREAS, AUTHORITY reserves the right to change funding sources for PROJECT; and WHEREAS, AUTHORITY'S Board of Directors approved this cooperative agreement on August 25, 2014.
NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as follows:
ARTICLE 1. COMPLETE AGREEMENT
A. This Agreement, including any attachments incorporated herein and made applicable by reference, constitute the complete and exclusive statement of the term(s) and condition(s) of the Agreement between AUTHORITY and CITY and it supersedes all prior representations , understandings and communications. The invalidity in whole or part of any term or condition of this Agreement shall not affect the validity of the other term(s) or condition(s) of this 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 Agreement shall not be construed as a waiver or relinquishment of LACAMM\CLERICAL\WORDPROMAGREENAG41714.DOCX
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COOPERATIVE AGREEMENT NO. C-4-1714
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 Agreement shall not be binding upon AUTHORITY except when specifically confirmed in writing by an authorized representative of AUTHORITY by way of a written amendment to this Agreement and issued in accordance with the provisions of this Agreement.
C. CITY's failure to insist on any instance(s) of AUTHORITY'S performance of any term(s) or condition(s) of this 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 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 Agreement and issued in accordance with the provisions of this Agreement.
ARTICLE 2. SCOPE OF AGREEMENT
This Agreement specifies the roles and responsibilities of the 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 Agreement and any other supplemental agreements that may be required to facilitate the purpose(s) thereof.
ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
AUTHORITY agrees to the following responsibilities for the PROJECT.
A. AUTHORITY shall be the lead agency for all phases of the PROJECT.
B. Authority shall direct its staff to work with the CITY to develop a plan that addresses permanent, long-term parking needs at the Anaheim Canyon Station.
C. Formally request that the Southern California Association of Governments (SCAG) amend the Federal Transportation Improvement Program (FTIP) to provide funding to the project, whereby AUTHORITY's performance under this Agreement is contingent upon SCAG, California Department of Transportation (Ca!trans) and Federal Highway Administration (FHWA) and federal LACAMM\CLERICAL\WORDPROMAGREBAG41714.DOCX
COOPERATIVE AGREEMENT NO. C-4-1714
Transit Administration (FTA) approval.
D. Process and administer all grants for PROJECT Funding.
E. Lead the procurement for the design, environmental; construction and construction management services for the PROJECT, allowing for CITY support and input in the evaluation and selection of any professional services related to the PROJECT.
F. Comply with all Federal and State third party contracting laws and regulations.
G. Perform project management and project administration.
H. Coordinate and secure approvals and permits required by the CITY, third party public agencies or private sector entities, including utilities.
I. Perform lead role and develop strategic approach to local community involvement and public outreach during implementation of PROJECT through completion of construction.
J. Upon receipt of an invoice, reimburse CITY within 30 days of receipt of such invoice for all related engineering costs, administration costs and inspection fees in an amount not to exceed One Hundred Seventy Three Thousand Dollars ($173,000.00). Reimbursement will be based on actual costs.
ARTICLE 4. RESPONSIBILITIES OF CITY
CITY shall serve in a support role for PROJECT, and agrees to the following responsibilities for the PROJECT, including but not limited to engineering, administration, and inspection services:
A. Identify approvals and permits required by CITY, and assist in securing such approvals and permits for construction of the PROJECT.
B. Perform technical reviews for work within City right-of-way and commentary of studies, reports, plans, specifications, and related construction documents during PROJECT development and construction phases for conformance to applicable planning codes and ordinances, building design codes and standards, health and safety codes and ordinances.
C. Participate in the development of a strategic approach to local community public outreach activities during the implementation of the PROJECT, until completion of LACAMMICLERICAL\WORDPROMAGREBAG41714.DOCX
COOPERATIVE AGREEMENT NO. C-4-1714
construction.
D. Collaborate and cooperate with AUTHORITY staff, consultants, employees, agents, and contractors during all phases of PROJECT implementation, including CITY staff participation in the PROJECT to support AUTHORITY and FTA to obtain environmental clearance under NEPA and CEQA.
E. Not unreasonably delay or withhold reviews or approvals required to obtain environmental clearances for the PROJECT and to make available to AUTHORITY all necessary regulations, policies, procedures, manuals, standard plans and specifications, and other standards required for environmental clearance of the PROJECT
F. Invoice AUTHORITY at least quarterly, but no more than monthly for PROJECT engineering costs, administration costs and inspection fees in an amount not to exceed One Hundred Seventy Three Thousand Dollars ($173,000.00) in accordance with ARTICLE 5.
REQUEST FOR REIMBURSEMENT. Reimbursement will be based on actual costs.
G. CITY will continue to be responsible to own, operate and maintain the Anaheim Canyon Metrolink Station.
H. CITY staff shall work with AUTHORITY staff to develop a plan that addresses permanent, long-term parking needs at the Anaheim Canyon Station.
I. CITY shall comply with all FTA third party procurement and contracting laws and regulations and include EXHIBIT C "REQUIRED FEDERAL CLAUSES", attached hereto and incorporated by reference, in all third party contracts.
ARTICLE 5. REQUEST FOR REIMBURSEMENT
A. CITY shall prepare and submit to AUTHORITY an invoice at least quarterly but no more than monthly in arrears as specified in EXHIBIT 2 - INVOICE TEMPLATE, which is attached hereto and incorporated by reference. CITY's invoice shall include CITY staff time for engineering costs, administrative costs and inspection fees and include supporting documentation of staff time and inspections. The invoice submitted by CITY shall be signed by an authorized agent who can LACAMM\CLERICAL\WORDPROC\AGREBAG41714.DOCX
COOPERATIVE AGREEMENT NO. C-4-1714
duly certify the accuracy of the included information.
B. The invoice shall be submitted on CITY's letterhead.
C. The invoice shall be submitted by CITY and in duplicate to AUTHORITY's Accounts Payable Office. Each invoice shall include the following information:
1. Agreement Number C-4-1714;
2. The time period covered by the invoice;
3. Progress Report which includes a detailed description of the progress of PROJECTS;
4. Total invoice amount;
5. Such other information as requested by AUTHORITY; and
6. Eligible Project engineering costs, administration costs and inspection fees are described in the Federal Grants and in the FTA guidelines.
D. Total payments shall not exceed the funding amount specified in ARTICLE 3 RESPONSIBILITIES OF AUTHORITY, paragraph J above. No invoice shall be processed by AUTHORITY after the Federal Grants are closed. No advance payments of funds will be made by the AUTHORITY.
E. If any FTA CMAQ or FTA Section 5337 funded amounts paid to CITY are disallowed or not reimbursed by the FTA for any violation of said FTA CMAQ or FTA Section 5337 funds, CITY shall remit to AUTHORITY the disallowed or non reimbursed amount(s) within thirty (30) days from receipt of AUTHORITY's notice. All payments made by AUTHORITY hereunder are subject to the audit provisions contained in ARTICLE 7 of this Agreement and within the Federal Grant Guidelines.
ARTICLE 6. DELEGATED AUTHORITY
The actions required to be taken by CITY in the implementation of this Agreement are delegated to its Director of Public Works or his or her designee and the actions required to be taken by AUTHORITY in the implementation of this Agreement are delegated to its Chief Executive Officer or designee.
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COOPERATIVE AGREEMENT NO. C-4-1714
ARTICLE 7. AUDIT AND INSPECTION
CITY and AUTHORITY shall maintain a complete set of records in accordance with generally accepted accounting principles. Upon reasonable notice, CITY shall permit the authorized representatives of the 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 complete. For purposes of audit, the date of completion of this Agreement shall be six months after the date of AUTHORITY's payment of CITY's final billing (so noted on the invoice) under this Agreement. AUTHORITY shall also have the right to reproduce any such books, records and accounts. The above provisions with respect to audits shall extend to and/or be included in contracts with CITY's contractors.
ARTICLE 8. INDEMNIFICATION AND INSURANCE
A. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY'S sole cost and expense with legal counsel reasonably acceptable to CITY), indemnify, protect, and hold harmless CITY, their officers, directors, employees and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims), including but not limited to Claims arising from injuries to or death of persons (AUTHORITY's employees included), for damage to property, including property owned by CITY, or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful misconduct of AUTHORITY, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement.
B. To the fullest extent permitted by law, CITY shall defend (at CITY's sole cost and expense with legal counsel reasonably acceptable to AUTHORITY), indemnify, protect and hold harmless AUTHORITY, its officers, directors, employees and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses LACAMM\CLERICALWORDPROC\AGREBAG41714.DOCX
COOPERATIVE AGREEMENT NO. C-4-1714
including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (CITY employees included), for damage to property, including property owned by AUTHORITY, or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful misconduct of CITY, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement.
C. The indemnification and defense obligations of this Agreement shall survive its expiration or termination.
ARTICLE 9. ADDITIONAL PROVISIONS:
The AUTHORITY and CITY agree to the following mutual responsibilities:
A. Term of Agreement: This Agreement shall be effective as of the date first written above and shall be in full force and effect through December 31, 2020.
B. Termination: In the event either Party defaults in the performance of their obligations, under this Agreement or breaches any of the provisions of this Agreement, the non-defaulting Party shall have the option to terminate this Agreement upon thirty (30) days' prior written notice to the other party.
C. Termination for Convenience: Either Party may terminate this Agreement for its convenience by providing thirty (30) days' prior written notice of its intent to terminate for convenience to the other Party. If this Agreement is terminated by AUTHORITY, CITY shall be paid for those staff PROJECT engineering costs, administration costs and inspection fees incurred up to the date of termination.
E. Legal Authority: AUTHORITY and CITY hereto consent that they are authorized to execute this Agreement on behalf of said Parties and that, by so executing this Agreement, the Parties hereto are formally bound to the provisions of this Agreement.
F. Amendments: This 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 LACAMM\CLERICALWORDPROCIAGREBAG41714.DOCX
COOPERATIVE AGREEMENT NO. C-4-1714
both Parties.
G. Severability: If any term, provision, covenant or condition of this Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
H. Counterparts of Agreement: This 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.
I. Force Majeure: Either PARTY shall be excused from performing its obligations under this 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 of local government; national fuel shortage; or a material act or omission by the other party; when 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 Party not performing.
J. Assignment: Neither this Agreement, nor any of the Parties rights, obligations, duties, or authority hereunder may be assigned in whole or in part by either PARTY without the prior written consent of the other PARTY. 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.
L. Governing Law: The laws of the State of California and applicable local and federal laws, regulations and guidelines shall govern this Agreement.
M. Litigation Fees: Should ligation arise out of this Agreement for the performance thereof, the court shall award costs and expenses, including attorney's fees, to the prevailing party.
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COOPERATIVE AGREEMENT NO. C-4-1714
or demands made between the Parties pursuant to
To AUTHORITY:
N. Notices: Any notices, requests,
this Agreement are to be directed as follows:
To CITY:
City of Anaheim
200 South Anaheim Boulevard, Suite 276
Anaheim, CA 92805
ATTENTION: Natalie Meeks
Director of Public Works
Tel: (714) 765-4530
Email: [email protected]
Orange County Transportation Authority
550 South Main Street
P. 0. Box 14184
Orange, CA 92863-1584
ATTENTION: Ms. Marjorie Threats
Senior Contract Administrator
Tel: (714) 560-5633; Fax: (714) 560-5792
Email: [email protected]
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LACAMM\CLERICAL\WORDPROC\AGREBAG41714.DOCX
ORANGE
AUTHORI
TY T ANSPORTATION
By:
Darrell John
Chief Execut e Officer
APPROVED AS TO FORM:
By:
Kennard R. Smart,
General Counsel
ey
ity Attorney
APPROVED AS TO FORM: APPROVAL
MICHAEL R.W. HOUSTON, CITY
AT •NEY
By:
OMMENDED:
Jim P.E.
E utive Director, Capital Programs
Exhibits:
COOPERATIVE AGREEMENT NO. C-4-1714
This Agreement shall be made effective upon execution by both parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-4-1714 to be executed on the date first written above.
CITY OF ANAHEIM
By:
By:
el•4119
v/ Tom TAr
TE1W * r. IP "IAA Illn&e!.• Linda N. Andal
City Clerk
yor Pro Tern
EXHIBIT A — Scope of Work
EXHIBIT B — Invoice Template
EXHIBIT C Required Federal Clauses
24 / 26
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Agreement C-4-1670
Exhibit 1
Scope of Work
Anaheim Canyon Station Project
The Anaheim Canyon station is served by Metrolink 's Inland Empire to Orange County (1E0C) line. The proposed improvements are designed to increase capacity at the station, as well as improve reliability, on-time performance and safety at the station.
Final project scope and details will be based on the approved Project Definition Report.
It is anticipated to include addition of a second track through the station and related rail crossing improvements, the addition of a second platform on the new track, extending the existing platform and the addition of shade structures, benches, ticket vending machines, increased pedestrian circulation, upgrades related to the American Disabilities Act and possible expansion of the parking lot in the plaza area. These improvements will provide benefits for Metrolink passengers by enhancing accessibility and decreasing train delay times.
Anaheim Canyon Station Proiect Limits
Mile Post (MP) 0.85 to 1.3 on Metrolink's Olive Subdivision.
AGREEMENT NO. C-4-1714
EXHIBIT B
CITY LETTERHEAD
EXHIBIT 2: INVOICE TEMPLATE
Project Title: Anaheim Canyon Metrolink Station Improvements
Agency: City of Anaheim
To: Orange County Transportation Authority
550 S Main Street
P.O. Box 14184
Orange, CA 92863-1584
Attn: Lora Cross
Invoice Number
Invoice Date
Contract Number
Approved CMAQ
Approved ETA Section 5307
C-X-XXXX
Date .0 .0S'optig, UnitAleq.
,
1otal CMAQ Fundsl, FTA 530711..e.ritiPP .:05.N
Date:
Invoice , ti-rribc _ ,..„,.. , —..., Date _.. , EX-deb-deb
C
Balance
CMAQ
1 2
3 4
5 6
7 8
9 10
11 ExpendedBalance
Invoice Number Date PTMISEA KIVILP., _
1 2
3 4
5 6
7 8
9 10
11 I hereby certify that the statements provided here are true and correct regarding the Project.
The invoice is a true, complete and correct statement of work performed, reimbursable costs and progress; The backup information included with the invoice is true, complete and correct in all material respects.
Signed Date
* This is a template. Local agencies may develop their own form as long as all the relevant information is present.
AGREEMENT C-4-1714
EXHIBIT C
REQUIRED FEDERAL CLAUSES
DEFINITIONS
The Orange County Transportation Authority, (hereinafter referred to as "AUTHORITY").
City of Anaheim, (hereinafter referred to as "CONSULTANT").
The following provisions apply to all purchases regardless of its value:
ARTICLE 1. FEDERAL CHANGES
CONSULTANT shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the agreement between the AUTHORITY and FTA, as they may be amended or promulgated from time to time during this Agreement. CONSULTANT's failure to comply shall constitute a material breach of contract.
ARTICLE 2. NO FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES AUTHORITY and CONSULTANT acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Agreement, absent the express written consent by the Federal Government, the Federal Government is not a party to this Agreement and shall not be subject to any obligations or liabilities to the AUTHORITY, CONSULTANT, or any other party (whether or not a party to this Agreement) pertaining to any matter resulting from the underlying Agreement. CONSULTANT agrees to include these requirements in all of its subcontracts.
ARTICLE 3. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND
RELATED ACTS
A. CONSULTANT acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this project.
Accordingly, by signing this Agreement, CONSULTANT certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying Agreement of the FTA assisted project for which this Agreement's work is being performed. CONSULTANT also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose penalties of the Program Fraud Civil Remedies Act of 1986 on the CONSULTANT to the extent the Federal Government deems appropriate.
B. CONSULTANT also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under an agreement connected with a project that is financed in whole or part with Federal assistance awarded by FTA under the authority of 49 U.S.C. §5307 et seq., the Government Orange County Transportation Authority 1
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AGREEMENT C-4-1714
EXHIBIT C
reserves the right to impose the penalties of 18 U.S.C. §1001 and 49 U.S.C. §5307(n) (1) et seq. on the CONSULTANT, to the extent the Federal Government deems appropriate.
CONSULTANT agrees to include this requirement in all of its subcontracts.
ARTICLE 4. CIVIL RIGHTS ASSURANCE
During the performance of this Agreement, CONSULTANT, for itself, its assignees and successors in interest agree as follows:
A. Compliance with Regulations: CONSULTANT shall comply with the Regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this Agreement.
B. Nondiscrimination: CONSULTANT, with regard to the work performed by it during the Agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment.
The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the Agreement covers a program set forth in Appendix B of the Regulations.
C. Solicitations for Subcontracts, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the CONSULTANT for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the CONSULTANT of the CONSULTANT's obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin.
D. Information and Reports: CONSULTANT shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the AUTHORITY to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information the CONSULTANT shall so certify to the AUTHORITY as appropriate, and shall set forth what efforts it has made to obtain the information.
E. Sanctions for Noncompliance: In the event of the CONSULTANT's noncompliance with nondiscrimination provisions of this Agreement, the AUTHORITY shall impose Agreement sanctions as it may determine to be appropriate, including, but not limited to:
1. Withholding of payments to the CONSULTANT under the Agreement until the CONSULTANT complies; and/or
2. Cancellation, termination, or suspension of the Agreement, in whole or in part.
F. Title VI of the Civil Rights Act. In determining the types of property or services to acquire, no person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination under any program or activity receiving Federal financial assistance in violation of Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. Sections 2000d et seq. and DOT regulations, "Nondiscrimination in Federally Assisted Programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964," 49 CFR Part 21. In addition, FTA Circular 4702.1, "Title VI and Title VI-Dependent Guidelines for FTA Recipients," 05-13-07, provides FTA guidance and instructions for implementing DOT's Title VI regulations.
G. The Americans with Disabilities Act of 1990, as amended (ADA), 42 U.S.C. Sections 12101 et seq., prohibits discrimination against qualified individuals with disabilities in all Orange County Transportation Authority 2
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AGREEMENT C-4-1714
EXHIBIT C
programs, activities, and services of public entities, as well as imposes specific requirements on public and private providers of transportation.
H. Incorporation of Provisions: CONSULTANT shall include the provisions of paragraphs (A) through (H) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any subcontract or procurement as the AUTHORITY may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the CONSULTANT may request the AUTHORITY to enter into such litigation to protect the interests of the AUTHORITY, and, in addition, the CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States.
ARTICLE 5. DBE CONTRACT PROVISIONS FOR FTA-ASSISTED CONTRACTS WITH
DISADVANTAGED BUSINESS ENTERPRISE (DBE) GOALS
I. DBE Participation
It is the Consultant's responsibility to be fully informed regarding the requirements of 49 CFR, Part 26 and the Orange County Transportation Authority's (Authority's) DBE program developed pursuant to these regulations. Particular attention is directed to the following:
A. A DBE must be a small business firm defined pursuant to 13 CFR 121 and be certified through the California Unified Certification Program (CUCP).
B. A certified DBE may participate as a prime consultant, subconsultant, joint venture partner, as a vendor of material or supplies, or as a trucking company.
C. A DBE must perform a commercially useful function pursuant to 49 CFR 26.55 that is, a DBE firm must be responsible for the execution of a distinct element of the work and must carry out its responsibility by actually performing, managing and supervising the work.
D. Consultant must not claim DBE participation as attained until the amount to be claimed is paid and fully adheres to DBE crediting provisions.
If the Consultant has committed to utilize DBE(s) in the performance of this DOT-assisted contract, the Consultant's submitted "DBE Participation Commitment Form" will be utilized to monitor Consultant's DBE commitments, unless otherwise directed and/or approved by the Authority prior to the Consultant effectuating any changes to its DBE participation commitment(s) (Refer to Subsection H: "Performance of DBE Subconsultants".
Consultant must complete and submit all required DBE documentation to effectively capture all DBE utilization on the Authority's DOT-assisted contracts whether achieved race neutrally or race consciously. Even if a Consultant has not committed to utilize DBE(s) in the performance of this contract, the Consultant must execute and submit all required DBE forms and other related documentation as specified under this contract or as otherwise requested by the Authority. No changes to the Consultant's DBE Commitment must be made until proper protocols for review and approval of the Authority are rendered in writing.
To ensure full compliance with the requirements of 49 CFR, Part 26 and the Authority's DBE Program, the Consultant must:
Orange County Transportation Authority 3
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AGREEMENT C-4-1714
EXHIBIT C
A. Take appropriate actions to ensure that it will continue to meet the DBE Commitment at the minimal level committed to at award or will satisfy the good faith efforts to meet the DBE Commitment, when change orders or other contract modifications alter the dollar amount of the contract or the distribution of work. The Consultant must apply and report its DBE goal commitments against the total Contract Value, including any contract change orders and/or amendments.
II. DBE Policy and Applicability
In accordance with federal financial assistance agreements with the U.S. Department of Transportation (U.S. DOT), the Authority has adopted a Disadvantaged Business Enterprise (DBE) Policy and Program, in conformance with Title 49 CFR, Part 26, "Participation by Disadvantaged Business Enterprises in Department of Transportation Programs".
The project is subject to these stipulated regulations and the Authority's DBE program. In order to ensure that the Authority achieves its overall DBE Program goals and objectives, the Authority encourages the participation of DBEs as defined in 49 CFR, Part 26 in the performance of contracts financed in whole or in part with U.S. DOT funds. Pursuant to the intent of these Regulations, it is also the policy of the Authority to:
Fulfill the spirit and intent of the Federal DBE Program regulations published under U.S. DOT Title 49 CFR, Part 26, by ensuring that DBEs have equitable access to participate in all of Authority's DOT-assisted contracting opportunities.
Ensure that DBEs can fairly compete for and perform on all DOT-assisted contracts and subcontracts.
Ensure non-discrimination in the award and administration of Authority's DOT-assisted contracts.
Create a level playing field on which DBEs can compete fairly for DOT-assisted contracts.
Ensure that only firms that fully meet 49 CFR, Part 26 eligibility standards are permitted to participate as DBEs.
Help remove barriers to the participation of DBEs in DOT-assisted contracts.
Assist in the development of firms that can compete successfully in the marketplace outside the DBE Program.
Consultant must not discriminate on the basis of race, color, national origin, or sex in the award and performance of subconsultant.
Any terms used in this section that are defined in 49 CFR, Part 26, or elsewhere in the Regulations, must have the meaning set forth in the Regulations. In the event of any conflicts or inconsistencies between the Regulations and the Authority's DBE Program with respect to DOT-assisted contracts, the Regulations must prevail.
III. Authority's DBE Policy Implementation Directives
Pursuant to the provisions associated with federal regulation 49 CFR, Part 26, the Orange County Transportation Authority 4
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Disadvantaged Business Enterprise (DBE) program exists to ensure participation, equitable competition, and assistance to participants in the USDOT DBE program. Accordingly, based on the Authority's analysis of its past utilization data, coupled with its examination of similar Agencies' Disparity Study and recent Goal Methodology findings the Authority has implemented the reinstatement of the DBE program utilizing both race-conscious and race- neutral means across the board as all protected groups participation have been affected using strictly race neutral means on its FTA-assisted contracts.
The Authority reinstates the use of contract goals and good faith efforts. Meeting the contract- specific goal by committing to utilize DBEs or documenting a bona fide good faith effort to do so, is a condition of award. Additionally, contract-specific goals are now specifically targeted at DBEs (DBEs owned and controlled by Black Americans, Hispanic Americans, Asian- Pacific Americans, Native Americans, Asian-Pacific Americans, Sub-Continent Asian Americans, and Women). In the event of a substitution, a DBE must be substituted with another DBE or documented adequate good faith efforts to do so must be made, in order to meet the contract goal and DBE contract requirements.
I. Definitions
The following definitions apply to the terms used in these provisions:
1. "Disadvantaged Business Enterprise (DBE)" means a small business concern: (a) which is at least 51 percent owned by one or more socially and economically disadvantaged individuals or, in the case of any publicly-owned business, at least 51 percent of the stock of which is owned by one or more socially and economically disadvantaged individuals; and (b) whose management and daily business operations are controlled by one or more of the socially and economically disadvantaged individuals who own it.
2. "Small Business Concern" means a small business as defined pursuant to Section 3 of the Small Business Act and relevant regulations promulgated pursuant thereto, except that a small business concern must not include any concern or group of concerns controlled by the same socially and economically disadvantaged individual or individuals which has annual average gross receipts in excess of $19.57 million over the previous three fiscal years.
3. "Socially and Economically Disadvantaged Individuals" means those individuals who are citizens of the United States (or lawfully admitted permanent residents) and who are Black Americans, Hispanic Americans, Native Americans, Asian-Pacific Americans, or Asian-Indian Americans, women and any other minorities or individuals found to be disadvantaged by the Small Business Administration pursuant to Section 8(a) of the Small Business Act, or by the Authority pursuant to 49 CFR part 26.65. Members of the following groups are presumed to be socially and economically disadvantaged:
A. "Black Americans," which includes persons having origins in any of the Black racial groups of Africa;
B. "Hispanic Americans," which includes persons of Mexican, Puerto Rican, Cuban, Central or South American, or other Spanish or Portuguese culture or origin, regardless of race;
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C. "Native Americans," which includes persons who are American Indians, Eskimos, Aleuts, or Native Hawaiians;
D. "Asian-Pacific Americans," which includes persons whose origins are from Japan, China, Taiwan, Korea, Vietnam, Laos, Cambodia, the Philippines, Samoa, Guam, the U.S. Trust Territories of the Pacific, and the Northern Marianas; E. "Asian-Indian Americans," which includes persons whose origins are from India, Pakistan, and Bangladesh; and
F. Women, regardless of ethnicity or race.
4. "Owned and Controlled" means a business: (a) which is at least 51 percent owned by one or more "Socially and Economically Disadvantaged Individuals" or, in the case of a publicly-owned business, at least 51 percent of the stock of which is owned by one or more "Socially and Economically Disadvantaged Individuals"; and (b) whose management and daily business operations are controlled by one or more such individuals.
5. "Manufacturer" means a firm that operates or maintains a factory or establishment that produces on the premises the materials or supplies obtained by the Consultant.
6. "Regular Dealer" means a firm that owns, operates or maintains a store, warehouse, or other establishment in which the materials or supplies required for the performance of the contract are bought, kept in stock, and regularly sold to the public in the usual course of business. The firm must engage in, as its principal business, and in its own name, the purchase and sale of the product in question. A regular dealer in such bulk items as steel, cement, gravel, stone and petroleum products need not keep such products in stock if it owns or operates distribution equipment.
7. "Fraud" includes a firm that does not meet the eligibility criteria of being a certified DBE and that attempts to participate in a DOT-assisted program as a DBE on the basis of false, fraudulent, or deceitful statements or representations or under circumstances indicating a serious lack of business integrity or honesty. The Authority may take enforcement action under 49 CFR, Part 31, Program Fraud and Civil Remedies, against any participant in the DBE program whose conduct is subject to such action under 49 CFR, Part 31. The Authority may refer the case to the Department of Justice, for prosecution under 18 U.S.C. 1001 or other applicable provisions of law, any person who makes a false or fraudulent statement in connection with participation of a DBE in any DOT-assisted program or otherwise violates applicable Federal statutes.
8. "Other Socially and Economically Disadvantaged Individuals" means those individuals who are citizens of the United States (or lawfully admitted permanent residents) and who, on a case-by-case basis, are determined by Small Business Administration or a recognized California Unified Certification Program Certifying Agency to meet the social and economic disadvantage criteria described below.
A. "Social Disadvantage"
1. The individual's social disadvantage must stem from his/her color, national origin, gender, Orange County Transportation Authority 6
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physical handicap, long-term residence in an environment isolated from the mainstream of American society, or other similar cause beyond the individual's control.
2. The individual must demonstrate that he/she has personally suffered social disadvantage.
3. The individual's social disadvantage must be rooted in treatment, which he/she has experienced in American society, not in other countries.
4. The individual's social disadvantage must be chronic, longstanding and substantial, not fleeting or insignificant.
5. The individual's social disadvantage must have negatively affected his/her entry into and/or advancement in the business world.
6. A determination of social disadvantage must be made before proceeding to make a determination of economic disadvantage.
B. "Economic Disadvantage"
1. The individual's ability to compete in the free enterprise system has been impaired due to diminished capital and credit opportunities, as compared to others in the same line of business and competitive market area that are not socially disadvantaged.
2. The following criteria will be considered when determining the degree of diminished credit and capital opportunities of a person claiming social and economic disadvantage:
With respect to the individual:
• availability of financing bonding capability
• availability of outside equity capital
• available markets
With respect to the individual and the business concern:
• personal and business assets
• personal and business net worth
• personal and business income and profits
IV. Submission of DBE Information and Ongoing Reporting Requirements (Post-Award) If there is a DBE goal on the contract, Consultant must complete and submit the following DBE exhibits (forms) consistent with Consultant DBE Goal Commitment within the specified timelines. Even if no DBE participation will be reported, the Consultant must execute and return the form:
1. "Monthly DBE Subconsultant Commitment and Attainment Report Summary and Payment Verification "(Form 103)
The purpose of this form is to ensure Consultant DBE commitments are attained, properly reported and credited in accordance with DBE crediting provisions based on the capacity the DBE performs the scope of work/service. This form further serves to collect DBE utilization data required under 49 CFR, Part 26.
The Consultant is required to complete and submit a Form 103 to the Authority by the 10th of each month until completion of the contract. The Consultant must submit its first Form 103 following the first month of contract activity. Upon completion of the contract, the Consultant must complete and submit a "Final: Monthly DBE Subconsultant Commitment Orange County Transportation Authority 7
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and Attainment Report Summary and Payment Verification" (Form 103) to facilitate reporting and capturing actual DBE attainments at conclusion of the contract.
The Form 103 must include the following information:
A. General Contract Information — Including Contract Number and Name, Prime Consultant and the following:
1. Original Contract Amount
2. Running Total of Change Order Amount
3. Current Contract Amount
4. Amount Paid to Consultant during Month
5. Amount Paid to Consultant from Inception to Date
6. DBE Contract Goal
7. Total Dollar Amount of DBE Commitment
8. DBE Commitment as Percentage of Current Contract Amount B. Listed and/Proposed Consultant/Subconsultant Information — For All DBE participation being claimed either Race Neutrally or Race Consciously, regardless of tier:
1. DBE Firm Name, Address, Phone Number, DBE Type of Operation, Certification Type and Certification Number.
2. DBE Firm Contract Value Information:
Original contract amount, running total of change order amount, Current contract amount, Amount paid to Consultant during month and Amount paid to Consultant to date.
2. Consultant Assurance of Full Compliance with Prompt Payment Provisions Consultant to sign the prompt payment assurance statement of compliance contained within the Form 103. Consultant is to further maintain and submit at the request of Authority a detailed running tally of related invoices submitted by DBE(s) and Non DBE(s), including dates of invoice submission, dates accepted and corresponding dates and amount of payments made. The Payment and Retention Reporting tally must also include:
DBE(s) and Non DBE(s) Invoice Number, Invoice Amount, Invoice Date, Prime Consultant's Invoice Number that incorporated the corresponding DBE and Non DBE invoice(s) for billing purposes, Date of Invoice submission to Authority, Date and amount Authority paid on Prime Consultant's Invoice. The report must also reflect a breakout of retention withheld (including retention as specified in subcontract agreement(s) and disputed invoice retention) and retention payments made, check number and date paid to DBE and Non DBE.
Consultant is advised not to report the participation of DBE(s) toward the Consultant's DBE attainment until the amount being claimed has been paid to the DBE. Verification of payments and/or a signed Verification of Payment by the applicable DBE or Non DBE must be submitted with Form 103 to authenticate reported payments.
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3. DBE Subcontract Agreements
The Consultant must submit to the Authority copies of executed subcontracts and/or purchase orders (PO) for all DBE firms participating on the contract within ten working days of award. The Consultant must immediately notify the Authority in writing of any problems it may have in obtaining the subcontract agreements from listed DBE firms within the specified time.
4. "Monthly DBE Trucking Verification" Form
Prior to the 10th of each month, the Consultant must submit documentation on the "Monthly DBE Trucking Verification" Form to the Authority showing the amount paid to DBE trucking companies. The Consultant must also obtain and submit documentation to the Authority showing the amount paid by DBE trucking companies to all firms, including owner-operators, for the leasing of trucks. If the DBE leases trucks from a non-DBE, the Contactor may count only the fee or commission the DBE receives as a result of the lease arrangement.
The Consultant must also obtain and submit documentation to the Authority showing the truck number, owner's name, California Highway Patrol CA number, and if applicable, the DBE certification number of the owner of the truck for all trucks used during that month.
5. "Final Report-Utilization of Disadvantaged Business Enterprises (DBE), First Tier Subconsultants"
Upon completion of the contract, a summary of these records must be prepared on the: "Final Report-Utilization of Disadvantaged Business Enterprises (DBE), First Tier Subconsultants" and certified correct by the Consultant or the Consultant's authorized representative, and must be furnished to the Engineer. The form must be furnished to the Authority within 90 days from the date of contract acceptance. The amount of $10,000 will be withheld from payment until a satisfactory form is submitted.
6. "Disadvantaged Business Enterprises (DBE) Certification Status Change"
If a DBE Sub is decertified during the life of the project, the decertified Subconsultant must notify the Consultant in writing with the date of decertification. If a Subconsultant becomes a certified DBE during the life of the project, the Subconsultant must notify the Consultant in writing with the date of certification (Attach DBE certification/Decertification letter). The Consultant must furnish the written documentation to the AUTHORITY.
Upon completion of the contract, the "Disadvantaged Business Enterprises (DBE) Certification Status Change" must be signed and certified correct by the Consultant indicating the DBEs' existing certification status. If there are no changes, please indicate "No Changes". The certified form must be furnished to the Authority within 90 days from the date of contract acceptance.
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V. DBE Eligibility and Commercially Useful Function Standards A DBE must be certified at the time of Proposal submission:
1. A certified DBE must be a small business concern as defined pursuant to Section 3 of the U.S. Small Business Act and relevant regulations promulgated pursuant thereto.
2. A DBE may participate as a Prime Consultant, Subconsultant, joint venture partner with a Prime or Subconsultant, vendor of material or supplies, or as a trucking company.
3. A DBE joint venture partner must be responsible for specific contract items of work, or clearly defined portions thereof. Responsibility means actually performing, managing and supervising the work with its own forces. The DBE joint venture partner must share in the capital contribution, control, management, risks and profits of the joint venture commensurate with its ownership interest.
4. At time of proposal submission, DBEs must be certified by the California Unified Certification Program (CUCP). Listings of DBEs certified by the CUCP are available from the following sources:
A. The CUCP web site, which can be accessed at http://www.californiaucp.com ; or the Caltrans "Civil Rights" web site at http://www.dot.ca.gov/hq/bep.
5. A DBE must perform a commercially useful function in accordance with 49 CFR 26.55 (i.e., must be responsible for the execution of a distinct element of the work and must carry out its responsibility by actually performing, managing and supervising the work). A DBE should perform at least thirty percent (30%) of the total cost of its contract with its own workforce to presume it is performing a commercially useful function.
VI. DBE Crediting Provisions
1. When a DBE is proposed to participate in the contract, either as a Prime Consultant or Subconsultant, at any tier, only the value of the work proposed to be performed by the DBE with its own forces may be counted towards DBE participation. If the Consultant is a DBE joint venture participant, only the DBE proportionate interest in the joint venture must be counted.
2. If a DBE intends to subcontract part of the work of its subcontract to a lower-tier Subconsultant, the value of the subcontracted work may be counted toward DBE participation only if the Subconsultant is a certified DBE and actually performs the work with their own forces. Services subcontracted to a Non-DBE firm may not be credited toward the Prime Consultant's DBE attainment.
3. Consultant is to calculate and credit participation by eligible DBE vendors of equipment, materials, and suppliers toward DBE attainment, as follows:
A. Sixty percent (60%) of expenditure(s) for equipment, materials and supplies required under the Contract, obtained from a regular dealer; or
B. One hundred percent (100%) of expenditure(s) for equipment, materials and supplies required under the Contract, obtained from a DBE manufacturer.
4. The following types of fees or commissions paid to DBE Subconsultants, Brokers, and Packagers may be credited toward the prime Consultant's DBE attainment, provided that Orange County Transportation Authority 10
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the fee or commission is reasonable, and not excessive, as compared with fees or commissions customarily allowed for similar work, including:
A. Fees and commissions charged for providing bona fide professional or technical services, or procurement of essential personnel, facilities, equipment, materials, or supplies required in the performance of the Contract;
B. Fees charged for delivery of material and supplies (excluding the cost of materials or supplies themselves) when the licensed hauler, trucker, or delivery service is not also the manufacturer of, or a regular dealer in, the material and supplies; C. Fees and commissions charged for providing any insurance specifically required in the performance of the Contract.
5. Consultant may count the participation of DBE trucking companies toward DBE attainment, as follows:
A. The DBE must be responsible for the management and supervision of the entire trucking operation for which it is responsible on a particular contract.
B. The DBE must itself own and operate at least one fully licensed, insured, and operational truck used on the contract.
C. The DBE receives credit for the total value of the transportation services it provides on the contract using trucks it owns, insures, and operates using drivers it employs.
D. The DBE may lease trucks from another DBE firm, including an owner-operator who is certified as a DBE. The DBE who leases trucks from another DBE receives credit for the total value of the transportation services the lessee DBE provides on the contract.
E. The DBE may also lease trucks from a non-DBE firm, including an owner-operator.
The DBE who leases trucks from a non-DBE is entitled to credit only for the fee or commission it receives as a result of the lease arrangement. The DBE does not receive credit for the total value of the transportation services provided by the lessee, since these services are not provided by a DBE.
F. For purposes of this paragraph, a lease must indicate that the DBE has exclusive use of and control over the truck. This does not preclude the leased truck from working for others during the term of the lease with the consent of the DBE, so long as the lease gives the DBE absolute priority for use of the leased truck. Leased trucks must display the name and identification number of the DBE.
6. If the Consultant listed a non-certified 1s t tier Subconsultant to perform work on this contract, and the non-certified Subconsultant subcontracts a part of its work or purchases materials and/or supplies from a lower tier DBE certified Subconsultant or Vendor, the value of work performed by the lower tier DBE firm's own forces can be counted toward DBE participation on the contract. If a DBE Consultant performs the installation of purchased materials and supplies they are eligible for full credit of the cost of the materials.
VII. Performance of DBE Subconsultants
DBEs must perform work or supply materials as listed in the "DBE Participation Commitment Form" specified under "DBE Proposal Submission Requirements" of these special provisions.
Do not terminate a DBE listed Subconsultant for convenience and perform the work with your own forces or obtain materials from other sources without prior written authorization from the AUTHORITY.
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The AUTHORITY grants authorization to use other forces or sources of materials for requests that show any of the following justifications (written approval from the AUTHORITY must be obtained prior to effectuating a substitution):
1. Listed DBE fails or refuses to execute a written contract based on plans and specifications for the project.
2. You stipulate a bond is a condition of executing the subcontract and the listed DBE fails to meet your bond requirements.
3. Work requires a Consultants' license and listed DBE does not have a valid license under Consultants License Law.
4. Listed DBE fails or refuses to perform the work or furnish the listed mat erials.
5. Listed DBE's work is unsatisfactory and not in compliance with the cont ract.
6. Listed DBE delays or disrupts the progress of the work.
7. Listed DBE becomes bankrupt or insolvent.
If a listed DBE Subconsultant is terminated, you must make good faith efforts to find another DBE Subconsultant to substitute for the original DBE. The substitute DBE must perform at least the same amount of work as the original DBE under the contract to the extent needed to meet the DBE goal.
The substitute DBE must be certified as a DBE at the time of request for substitution. The AUTHORITY does not pay for work or material unless it is performed or supplied by the listed DBE, unless the DBE is terminated in accordance with this section.
VIII. Additional DBE Subconsultants
In the event Consultant identifies additional DBE Subconsultants or suppliers not previously identified by Consultant for DBE participation under the contract, Consultant must notify the Authority by submitting "Request for Additional DBE Firm" to enable Consultant to capture all DBE participation. Consultant must also submit, for each DBE identified after contract execution, a written confirmation from the DBE acknowledging that it is participating in the contract for a specified value, including the corresponding scope of work (a subcontract agreement can serve in lieu of the written confirmation).
IX. DBE "Frauds" and "Fronts"
Only legitimate DBEs are eligible to participate as DBEs in the Authority's federally -assisted contracts. Proposers are cautioned against knowingly and willfully using "fronts." The use of "fronts" and "pass through" subcontracts to non-disadvantaged firms constitute criminal violations. Further, any indication of fraud, waste, abuse or mismanagement of Federal funds should be immediately reported to the Office of Inspector General, U.S. Department of Transportation at the toll-free hotline: (800) 424-9071; or to the following: 245 Murray Drive, Building 410, Washington, DC 20223; Telephone: (202) 406-570.
X. Consultant's Assurance Clause Regarding Non-Discrimination In compliance with State and Federal anti-discrimination laws, the Consultant must affirm that they will not exclude or discriminate on the basis of race, color, national origin, or sex in consideration of contract award opportunities. Further, the Consultant must affirm that they will consider, and utilize Subconsultants and vendors, in a manner consistent with non- Orange County Transportation Authority 12
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discrimination objectives.
XI. Prompt Payment Clause
Upon receipt of payment by Authority, Consultant agrees to promptly pay each Subconsultant for the satisfactory work performed under this Agreement, no later than seven (7) calendar days. Consultant agrees further to return retainage payments to each Subconsultant within thirty (30) calendar days after the Subconsultant's work is satisfactorily completed. Authority reserves the right to request the appropriate documentation from Consultant showing payment has been made to the Subconsultants. Any delay or postponement of payment from the above referenced time frames may occur only for good cause following written approval by Authority.
In accordance with 49 CFR part 26.29 "Prompt Payment Provisions" (DBE Final Rule) the Authority will elect to utilize the following method to comply with the prompt payment of retainage requirement:
Hold retainage from the Consultant and provide for prompt and regular incremental acceptances of portions of the Consultant, pay retainage to prime Consultants based on these acceptances, and require a contract clause obligating the Consultant to pay all retainage owed to the Subconsultants for satisfactory completion of the accepted work within thirty (30) days after payment to the Consultant.
Failure to comply with this provision or delay in payment without prior written approval from Authority will constitute noncompliance, which may result in appropriate administrative sanctions, including, but not limited to a withhold of two (2%) percent of the invoice amount due per month for every month that payment is not made.
These prompt payment provisions must be incorporated in all subcontract agreements issued by Consultant under this Agreement. Each subcontract must require the Subconsultant to make payments to sub-Subconsultants and suppliers in a similar manner.
XII. Administrative Remedies and Enforcement
Consultant must fully comply with the DBE contract requirements, including the Authority's DBE Program and Title 49 CFR, Part 26 "Participation of Disadvantaged Businesses in Department of Transportation Financial Assistance Programs" and ensure that all Subconsultants regardless of tier are also fully compliant. Consultant's failure to comply constitutes a material breach of contract, wherein the Authority will impose all available administrative sanctions including payment withholdings, necessary to effectuate full compliance. In instances of identified non-compliance, a Cure Notice will be issued to the Consultant identifying the DBE non-compliance matter(s) and specifying the required course of action for remedy.
The Consultant must be given ten (10) working days from the date of the Cure Notice to remedy or to (1) File a written appeal accompanied with supporting documentation and/or (2) Request a hearing with the Authority to reconsider the Authority's DBE determination. Failure to respond within the ten (10) working day period must constitute a waiver of the Consultant's right to appeal. If the Consultant files an appeal, the Authority, must issue a written determination and/or set a hearing date within ten (10) working days of receipt of the written appeal, as applicable. A final Determination will be issued within ten (10) working days ,
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after the hearing, as applicable.
If, after review of the Consultant's appeal, the Authority decides to uphold the decision to impose DBE administrative remedies on the Consultant, the written determination must state the specific remedy(s) to be imposed.
Failure to comply with the Cure Notice and/or to remedy the identified DBE non-compliance matter(s) is a material breach of contract and is subject to administrative remedies, including, withholding at minimum of two (2%) percent of the invoice amount due per month for every month that the identified non-compliance matter(s) is not remedied. Upon satisfactory compliance the Authority will release all withholdings.
In addition to administrative remedies defined in this section, the Authority is not precluded from invoking other contractual and/or legal remedies available under federal, state or local laws.
ARTICLE 6. ACCESS TO RECORDS AND REPORTS
CONSULTANT shall provide AUTHORITY, the U.S. Department of Transportation (DOT), the Comptroller General of the United States, or other agents of AUTHORITY, such access to CONSULTANT's accounting books, records, payroll documents and facilities of the CONSULTANT which are directly pertinent to this Agreement for the purposes of examining, auditing and inspecting all accounting books, records, work data, documents and activities related hereto. CONSULTANT shall maintain such books, records; data and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during CONSULTANT's performance hereunder and for a period of four (4) years from the date of final payment by AUTHORITY.
AUTHORITY's right to audit books and records directly related to this Agreement shall also extend to all first-tier subcontractors identified in this Agreement. CONSULTANT shall permit any of the foregoing parties to reproduce documents by any means whatsoever or to copy excerpts and transcriptions as reasonably necessary.
ARTICLE 7. INCORPORATION OF FTA TERMS
All contractual provisions required by Department of Transportation (DOT), whether or not expressly set forth in this document, as set forth in Federal Transit Administration (FTA) Circular 4220.1F, as amended, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. CONSULTANT shall not perform any act, fail to perform any act, or refuse to comply with any requests, which would cause AUTHORITY to be in violation of the FTA terms and conditions.
ARTICLE 8. ENERGY CONSERVATION REQUIREMENTS
CONSULTANT shall comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy Conservation Act.
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ARTICLE 9. FLY AMERICA REQUIREMENTS
CONTRACTOR agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR Part 301-10, which provide that recipients and sub-recipient of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S. Government-financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act.
CONTRACTOR shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. CONTRACTOR agrees to include the requirements of this section in all subcontracts that may involve international air transportation.
ARTICLE 10. TRANSPORTATION OF EQUIPMENT, MATERIALS OR COMMODITIES BY
OCEAN VESSEL
A. CONTRACTOR shall utilize privately owned United States-flag commercial vessels to ship at least 50% of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners and tankers) involved, whenever shipping any equipment, materials or commodities pursuant to this section, to the extent such vessels are available at fair and reasonable rates for United States-flag commercial vessels.
B. CONTRACTOR shall furnish within twenty (20) working days following the date of loading for shipments originating within the United States, or within thirty (30) working days following the date of loading for shipping originating outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of lading in English for each shipment of cargo described in paragraph A of this Article to AUTHORITY (through the prime CONTRACTOR in the case of subcontractor bills-of-lading) and to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590, marked with appropriate identification of the project.
ARTICLE 11. PROHIBITED INTERESTS
A. CONSULTANT covenants that, for the term of this Agreement, no director, member, officer or employee of AUTHORITY during his/her tenure in office or for one (1) year thereafter, shall have any interest, direct or indirect, in this Agreement or the proceeds thereof.
B. No member of or delegate to, the Congress of the United States shall have any interest, direct or indirect, in this Agreement or to the benefits thereof.
ARTICLE 12. ALCOHOL AND DRUG POLICY
A. CONSULTANT agrees to establish and implement an alcohol and drug program that complies with 41 U.S.0 sections 701-707, (the Drug Free Workplace Act of 1988),which is attached to this Agreement as Exhibit B, and produce any documentation necessary to establish its compliance with sections 701-707.
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B. Failure to comply with this Article may result in nonpayment or termination of this Agreement.
ARTICLE 13. PRIVACY ACT
CONSULTANT shall comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. §552a. Among other things, CONSULTANT agrees to obtain the express consent of the Federal Government before the CONSULTANT or its employees operate a system of records on behalf of the Federal Government. CONSULTANT understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying Agreement.
ARTICLE 14. CONFLICT OF INTEREST
CONSULTANT agrees to avoid organizational conflicts of interest. An organizational conflict of interest means that due to other activities, relationships or contracts, the CONSULTANT is unable, or potentially unable to render impartial assistance or advice to the Authority; CONSULTANT's objectivity in performing the work identified in the Scope of Work is or might be otherwise impaired; or the CONSULTANT has an unfair competitive advantage.
CONSULTANT is obligated to fully disclose to the AUTHORITY in writing Conflict of Interest issues as soon as they are known to the CONSULTANT. CONSULTANT is obligated to fully disclose to the AUTHORITY in writing Conflict of Interest issues as soon as they are known to the CONSULTANT. All disclosures must be submitted in writing to AUTHORITY pursuant to the Notice provision herein. This disclosure requirement is for the entire term of this Agreement.
ARTICLE 15. CODE OF CONDUCT
CONSULTANT agrees to comply with the AUTHORITY's Code of Conduct as it relates to Third Party contracts which is hereby referenced and by this reference is incorporated herein. CONSULTANT agrees to include these requirements in all of its subcontracts.
ARTICLE 16. PROTEST PROCEDURES
The Authority has on file a set of written protest procedures applicable to this solicitation that may be obtained by contacting the Contract Administrator/Buyer responsible for this procurement. Any protest filed by the CONSULTANT in connection with this solicitation must be submitted in accordance with the Authority's written procedures.
The following additional provisions apply to all purchases over $10,000 ARTICLE 17. TERMINATION
A. AUTHORITY may terminate this Agreement for its convenience at any time, in whole or part, by giving CONSULTANT written notice thereof. Upon termination, AUTHORITY shall pay CONSULTANT its allowable costs incurred to date of that portion terminated. Said Orange County Transportation Authority 16
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AGREEMENT C-4-1714
EXHIBIT C
termination shall be construed in accordance with the provisions of CFR Title 48, Chapter 1, Part 49, of the Federal Acquisition Regulation (FAR) and specific subparts and other provisions thereof applicable to termination for convenience. If AUTHORITY sees fit to terminate this Agreement for convenience, said notice shall be given to CONSULTANT in accordance with the provisions of the FAR referenced above. Upon receipt of said notification, CONSULTANT agrees to comply with all applicable provisions of the FAR pertaining to termination for convenience.
B. AUTHORITY may terminate this Agreement for CONSULTANT's default if a federal or state proceeding for the relief of debtors is undertaken by or against CONSULTANT, or if CONSULTANT makes an assignment for the benefit of creditors, or for cause if CONSULTANT fails to perform in accordance with the scope of work or breaches any term(s) or violates any provision(s) of this Agreement and does not cure such breach or violation within ten (10) calendar days after written notice thereof by AUTHORITY. CONSULTANT shall be liable for any and all reasonable costs incurred by AUTHORITY as a result of such default or breach including, but not limited to, reprocurement costs of the same or similar services defaulted by CONSULTANT under this Agreement. Such termination shall comply with CFR Title 48, Chapter 1, Part 49, of the FAR.
ARTICLE 18. RECYCLED PRODUCTS
CONSULTANT shall comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in subpart B of 40 CFR Part 247. CONSULTANT agrees to include this requirement in all of its subcontracts.
The following additional provisions apply to all purchases over $25,000 ARTICLE 19. DEBARMENT & SUSPENSION:
CERTIFICATION REGARDING DEBARMENT, SUSPENSION AND OTHER
RESPONSIBILITY MATTERS - PRIMARY PARTICIPANT AND LOWER-TIER PARTICIPANTS Unless otherwise permitted by law, any person or firm that is debarred, suspended, or voluntarily excluded, as defined in the Federal Transit Administration (FTA) Circular 2015.1, dated April 28, 1989, may not take part in any federally funded transaction, either as a participant or a principal, during the period of debarment, suspension, or voluntary exclusion.
Accordingly, the Authority, acting on behalf of the District, may not enter into any transaction with such debarred, suspended, or voluntarily excluded persons or firms during such period.
A certification process has been established by 49 CFR Part 29, as a means to ensure that debarred suspended or voluntarily excluded persons or firms do not participate in Federally assisted projects. The inability to provide the required certification will not necessarily result in denial of participation in a covered transaction. A person or firm that is unable to provide a positive certification as required by this solicitation must submit a complete explanation attached to the certification. FTA will consider the certification and any accompanying explanation in determining whether or not to provide assistance for the project. Failure to furnish a certification or an explanation may disqualify that person or firm from participating in the project.
Orange County Transportation Authority 17
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AGREEMENT C-4-1714
EXHIBIT C
The following additional provisions apply to all purchases over $100,000:
ARTICLE 20. DISPUTES
A. Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this Agreement which is not disposed of by supplemental agreement shall be decided by AUTHORITY's Director, Contracts Administration and Materials Management (CAMM), who shall reduce the decision to writing and mail or otherwise furnish a copy thereof to CONTRACTOR. The decision of the Director, CAMM, shall be final and conclusive.
B. The provisions of this Article shall not be pleaded in any suit involving a question of fact arising under this Agreement as limiting judicial review of any such decision to cases where fraud by such official or his representative or board is alleged, provided, however, that any such decision shall be final and conclusive unless the same is fraudulent or capricious or arbitrary or so grossly erroneous as necessarily to imply bad faith or is not supported by substantial evidence. In connection with any appeal proceeding under this Article, CONTRACTOR shall be afforded an opportunity to be heard and to offer evidence in support of its appeal.
C. Pending final decision of a dispute hereunder, CONTRACTOR shall proceed diligently with the performance of this Agreement and in accordance with the decision of AUTHORITY's Director, CAMM. This "Disputes" clause does not preclude consideration of questions of law in connection with decisions provided for above. Nothing in this Agreement, however, shall be construed as making final the decision of any AUTHORITY official or representative on a question of law, which questions shall be settled in accordance with the laws of the state of California.
ARTICLE 21. CLEAN WATER REQUIREMENTS
CONSULTANT shall comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.
CONSULTANT shall report each violation to AUTHORITY and understands and agrees that the AUTHORITY who will in turn, report each violation as required to assure notification to FTA and appropriate EPA Regional Office. CONSULTANT agrees to include this requirement in all of its subcontracts.
ARTICLE 22. CLEAN AIR
CONSULTANT shall comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. CONSULTANT shall report each violation to AUTHORITY, who will in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. CONSULTANT agrees to include this requirement in all of its subcontracts.
ARTCLE 23. LOBBYING
CONSULTANT's who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying". Each tier certifies to the above that it will not or has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Orange County Transportation Authority 18
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AGREEMENT C-4-1714
EXHIBIT C
Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient.
ARTICLE 24. BUY AMERICA
A. CONSULTANT is directed to the "Buy America" requirements of the Surface Transportation Assistance Act of 1982 (Section 165) and the Intermodal Surface Transportation Efficiency Act of 1991 (ISTEA) Sections 1041(a) and 1048(a) and the regulations adopted pursuant thereto. In conformance with the law and regulations, all manufacturing processes for steel and iron materials furnished for incorporation into the work on this Project shall occur in the United States; with the exception that pig iron and processed, pellitized and reduced iron ore manufactured outside of the United States may be used in domestic manufacturing process for such steel and iron materials. The application of coatings, such as epoxy coating, galvanizing, painting, and other coating that protects or enhances the value of steel or iron materials shall be considered a manufacturing process subject to the "Buy America" requirements.
B. A Certificate of Compliance, conforming to the provisions of this Article shall be furnished for steel and iron materials. The certificates, in addition to certifying that the materials comply with the specifications, shall specifically certify that all manufacturing processes for the materials occurred in the United States, except for the exceptions listed herein.
C. The requirements imposed by law and regulations do not prevent a minimal use of foreign steel and iron materials of the total combined cost of the materials used does not exceed one-tenth of one percent (0.1 percent) of the total contract cost or $2,500, whichever is greater.
CONSULTANT shall furnish the AUTHORITY acceptable documentation of the quantity and value of the foreign steel and iron prior to incorporating the materials in the work.
Orange County Transportation Authority 19
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AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-4-1714
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
THE CITY OF ANAHEIM
FOR
THE ANAHEIM CANYON STATION PROJECT
THIS AMENDMENT NO. 1 is made and entered to this : 75 day of D-e_cerrib-er 2019 ("Effective Date"), by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange, California 92863-1584, a public corporation of the State of California (hereinafter referred to as "AUTHORITY"), and the City of Anaheim, 200 South Anaheim Blvd., Suite 276, Anaheim, CA 92805, a California municipal corporation (hereinafter referred to as "CITY"), which are individually referred to as "PARTY", and collectively referred to as "PARTIES".
RECITALS:
WHEREAS, AUTHORITY and CITY entered into Cooperative Agreement No. C- 4-1714, dated January 9, 2015 to define roles and responsibilities for the capital improvements to the Anaheim Canyon Metrolink Station Project (herein referred to as "STATION"); and WHEREAS, AUTHORITY, agrees to extend an existing casing to protect an existing sewer line owned by the CITY which is located within the PROJECT area at La Palma Avenue; and WHEREAS„ The CITY is responsible to pay the cost and expense for the protection of the sewer line pursuant to separate License Agreement No. 65874, and will reimburse AUTHORITY for these costs; and
WHEREAS, the cost for the protection of the CITY sewer line is estimated to be $40,840.00 as summarized in Exhibit A attached hereto and made a part hereof; and
L:\Camm\CLERICALIWORDPRODAGREDAMEND\AM141714.docx
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AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-4-1714
WHEREAS, the CITY is requesting additional funds in the amount of One Hundred Thousand Dollars ($100,000), in the form of reimbursement effort for engineering costs, administrative costs and inspection fees; and
WHEREAS, AUTHORITY's Board of Directors approved this Amendment No. 1 to Cooperative Agreement No. C- 4-1714 on October 28, 2019.
NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as follows:
1. Amend ARTICLE 3. RESPONSIBILITIES OF AUTHORITY, Pages 4 through 5 of 11, Section J to delete in its entirety and in lieu thereof insert:
"J. Upon receipt of an invoice, reimburse CITY within 30 days of receipt of such invoice for all related engineering costs, administration costs and inspection fees in an amount not to exceed Two Hundred Seventy Three Thousand Dollars ($273,000)."
2. Amend ARTICLE 3. RESPONSIBILITIES OF AUTHORITY, Pages 4 through 5 of 11, to add sections K, L and M as follows:
"K. AUTHORITY will include the protection of the CITY sewer line located in La Palma Avenue, as a part of the construction of the PROJECT. AUTHORITY will include separate items in the bid schedule for this work.
L. AUTHORITY will construct the protection of the CITY sewer line per plans prepared for the PROJECT and approved by the CITY.
M. AUTHORITY will invoice the CITY for the actual construction cost of the protection of the CITY sewer line as estiamted in Attachment A, once such work has been invoiced by the AUTHORITY's contractor."
3. Amend ARTICLE 4. RESPONSIBILITIES OF CITY, Page 4 through 5 of 11, Section F to delete in its entirety and in lieu thereof insert:
"F. Invoice AUTHORITY at least quarterly, but no more than monthly for PROJECT engineering costs, administration costs and inspection fees in an amount not to exceed Two Hundred
LACamm\CLERICALWVORDPROMAGREDAMENDAM141714.docx
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AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-4-1714
Seventy Three Thousand Dollars ($273,000) in accordance with ARTICLE 5. REQUEST FOR REIMBURSEMENT."
4. Amend ARTICLE 4. RESPONSIBILITIES OF CITY, Pages 4 through 5 of 11, to add sections J, K, L, M, as follows:
"J. CITY agrees with the estimated cost of protection of the sewer line as shown in Exhibit A.
K. CITY will reimburse the AUTHORITY for the actual construction cost within 30 days of receipt of an invoice from AUTHORITY.
L. CITY will continue to be responsible to own, operate, and maintain the additional protection of the utilities installed under this PROJECT.
M. CITY understands that the protection of the utilities will be part of the existing icense agreement signed between the CITY and the operating railroad.
5. Amend ARTICLE 9. ADDITIONAL PROVISIONS, Page 8 of 11, Section A. to delete "December 31, 2020" as the expiration date of the agreement and in lieu thereof insert 'December 31, 2022".
6. Amend ARTICLE 9. ADDITIONAL PROVISIONS, Page 10 of 11, Section N, to delete in its entirety and in lieu thereof insert the following:
"N. Notices: Any notices, requests, or demands made between the PARTIES to this Amendment are to be directed as follows:"
To CITY:
City of Anaheim
200 South Anaheim Blvd. Suite 276
Anaheim, CA 92805
Attention: Rudy Emami
Director of Public Works Tel: (714) 765-5176
Email: remami(a,anaheim.net
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To AUTHORITY:
Orange County Transportation Authority
550 South Main Street
P. 0. Box 14184
Orange, CA 92863-1584
Attention: Lydia Bilynsky
Section Manager, CAMM
AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-4-1714
Tel: (714) 560-5568
Email: Ibilynskvocta.net
cc: Lora Cross,
Project Manager, Rail Programs
Tel: (714) 560-5788
: Email: Icrossocta.net
The balance of Cooperative Agreement No. C-4-1714 remains unchanged.
LACamm\CLERICALMORDPROC\AGREEVNMENDNAM141714.docx
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Cooperative Agreement No. C-4-1714 to be executed as of the date of the last signature below.
CITY OF ANAHEIM ORANGE COUNTY TRANSPORTATION AUTHORITY
Date: of-e>2 - 2-02c
By:
. Johns
Chief Executive Officer
APPROVED AS TO FORM: APPROVAL RE MMEND D:
ANAHEIM CITY ATTORNEY
By:
orley Jame Beil, P.E
ity Attorney Exe e Director, Capital Programs
By:
Date: )4)0
Date:
Exhibits:
EXHIBIT A — Anaheim Canyon Station Project Sewer Protection Cost Estimate
LACamm\CLERICALWVORDPROMAGREDAMEND\AM141714.docx
General Counsel
Date: Date: if /11 //1
APPROVED AS TO FORM:
By:
Ja es M. Donich
ATTEST:
By:
Theresa Bass
City Clerk
AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-4-1714
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26 $5,0001
GENERAL REQ UIREMENTS SUBTOTAL $5,000.001
$15,840.001
$4,000.001
EARTHWORK SU BTOTAL $19,840.001
$16,000.001
1 UTILITIES SU BTOTAL $16,000.001
I BID OPTION 1 CONSTRUCTION COST SUBTOTAL: $40,840.001 0 0 0
LO Ea-
$15,840
$4,000 I
$800 I 20 I
GENERAL REQUIREMENTS
LS
LS
L F I
Maintenance and Protection of Traffic
Traffic Control (for Bid Option 1 Work)
'EARTHWORK
EARTHWORK
Excavation, Shoring, a nd Backfill - 15" VCP Sewer ( La Palma) Demo lition Cu tt ing an d Pa tc hing
Remove and Restore Existing ACP - 15" VCP Sewer ( La Palma) CI)
...
.....
.....
D
STEEL CASING
24" Split Casing - 15" VCP Sewer ( La Palma)
0 c;) c:,
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AMENDMENT NO. 2 TO
COOPERATIVE AGREEMENT NO. C-4-1714
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
THE CITY OF ANAHEIM
FOR
THE ANAHEIM CANYON STATION PROJECT
THIS AMENDMENT NO. 2 is effective this 22-til day of AiJCjuft 2022, by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange, California 92863-1584, a public corporation of the State of California (hereinafter referred to as "AUTHORITY"), and the City of Anaheim, 200 South Anaheim Blvd., Suite 276, Anaheim, CA 92805, a California municipal corporation (hereinafter referred to as "CITY"), which are individually referred to as "PARTY", and collectively referred to as "PARTIES".
RECITALS:
WHEREAS, AUTHORITY and CITY entered into Cooperative Agreement No. C-4-1714, dated January 9, 2015, as last changed by Amendment No. 1 dated December 3, 2019, to define the roles and responsibilities for capital improvements to the Anaheim Canyon Metrolink Station Project (herein referred to as "PROJECT"); and
WHEREAS, AUTHORITY, agrees to construct a concrete protection pad to protect an existing water line owned by CITY located within the PROJECT area at La Palma Avenue; and WHEREAS, per a separate license agreement No. 66374, CITY is responsible to pay the cost and expense for the protection of the water line and will reimburse AUTHORITY for these costs; and WHEREAS, the cost for the protection of CITY water line is estimated to be approximately $39,800.00 as summarized in "Exhibit A — Amendment No. 2", attached hereto and made a part hereof; and
Cyz
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AMENDMENT NO. 2 TO
COOPERATIVE AGREEMENT NO. C-4-1714
WHEREAS, CITY requested and AUTHORITY agreed to increase the not to exceed amount by Seventy Thousand Dollars ($70,000) for the reimbursement of CITY's effort for engineering costs, administrative costs and inspection fees; and
WHEREAS, CITY and AUTHORITY agree to extend the term of the Agreement for twelve (12) months through December 31, 2023; and
WHEREAS,CITY's Council approved this Amendment No. 2 to Cooperative Agreement No.
C-4-1714 on this cr k day of ilv 5 v i 4" , 2022; and WHEREAS, AUTHORITY's Board of Directors approved this Amendment No. 2 to Cooperative Agreement No. C-4-1714 on this 77,i'1 day of VCIAApgt , 2022.
NOW, THEREFORE, it is mutually understood and agreed that Cooperative Agreement No.
C-4-1714 is hereby amended in the following particulars only:
1. Amend ARTICLE 3. RESPONSIBILITIES OF AUTHORITY, pages 3 and 4 of 11, section J, as last changed by Amendment No. 1 dated December 3, 2019, to delete "Two Hundred Seventy Three Thousand Dollars ($273,000)" as the not to exceed amount and in lieu thereof insert, "Three Hundred Forty Three Thousand Dollars ($343,000)".
2. Amend ARTICLE 3. RESPONSIBILITIES OF AUTHORITY, pages 3 and 4 of 11, as last changed by Amendment No. 1 dated December 3, 2019, to insert sections N, 0 and P as follows:
"N. AUTHORITY will include the protection of the CITY water line located in La Palma Avenue, as a part of the construction of the PROJECT. AUTHORITY will issue a separate Contract Change Order to AUTHORITY's contractor for this work.
0. AUTHORITY will construct the protection of the CITY water line per plans prepared for the PROJECT and approved by the CITY.
P. AUTHORITY will invoice the CITY for the actual construction cost of the protection of the CITY water line as estimated in 'Exhibit A — Amendment No. 2' once such work has been invoiced by the AUTHORITY's contractor."
/
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COOPERATIVE AGREEMENT NO. C-4-1714
3. Amend ARTICLE 4. RESPONSIBILITIES OF CITY, page 5 of 11, section F, as last changed by Amendment No. 1 dated December 3, 2019, to delete "Two Hundred Seventy Three Thousand Dollars ($273,000)" as the not to exceed amount and in lieu thereof insert, "Three Hundred Forty Three Thousand Dollars ($343,000)".
4. Amend ARTICLE 4. RESPONSIBILITIES OF CITY, page 5 of 11, as last changed by Amendment No. 1 dated December 3, 2019, to insert sections N, 0, P and Q as follows:
"N. CITY agrees with the estimated cost of protection of the water line as shown in 'Exhibit A — Amendment No. 2'.
0. CITY will reimburse the AUTHORITY for the actual construction cost of the protection of the CITY water line within 30 days of receipt of an invoice from AUTHORITY.
P. CITY will continue to be responsible to own, operate, and maintain the additional protection of the water line installed under this PROJECT.
Q. CITY understands that the protection of the water line will be part of the existing license agreement signed between the CITY and the operating railroad."
5. Amend ARTICLE 9. ADDITIONAL PROVISIONS, Page 8 of 11, Section A, line 12, as last changed by Amendment No. 1 dated December 3, 2019, to delete "December 31, 2022" as the expiration date of the Agreement and in lieu thereof insert "December 31, 2023". /
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APPROVAL R OMMENDED:
CITY OF ANAHEIM
By:
Trevor O'Neil
Mayor Pro Tern
ATTEST:
ORANGE COtJNTY TRANSPORTATION AUTHORITY
y:
Darrell E. Johnson
Chief Executive Officer
APPROVED AS TO
By:
There a Bass, CMC
City Clerk
Ja s M. Donich
neral Counsel
APPROVED AS AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
By
BR n N . Morley
Depu y City A orney
By:
Jam . Beil, P.E.
Ex ive Director, Capital Programs
AMENDMENT NO. 2 TO
COOPERATIVE AGREEMENT NO. C-4-1714
The balance of Cooperative Agreement No. C-4-1714 remains unchanged.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 2 to Cooperative Agreement No. C-4-1714 to be executed as of the date of the last signature below.
Exhibits:
EXHIBIT A — Anaheim Canyon Station Project Water Protection Cost Estimate
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BID FORM, PAGE 5
OCTA
Range of Magnitude Estimated Savings - VE No. 01
OCTA Anaheim Canyon Metrolink Station Improvements Project IFB 0-2193
CD No. 027 - Utility Protection Slab
Line No. • DESCRIPTION UNIT QUANTITY UNIT COST TOTAL PRICE 1 Additional Potholing & Investigation
2 TraMc Controi Days 2 $1,824.96 $3,652
3 SWI Labor Days 2 $2,146.96 $4,294
4 5 Protection Slab Placement
6 Traffic ConircI Days 4 51 824.96 $7,300
7 ktorCat (Vac Truck) Days 2 $2,600.00 $5,200
8 Shortioad (Crate) LS 1 $2,306.00 $2,305
9 Legacy RabarI LS 1 54,153.00 $4,153
10 SWI Labor (4 Days) Days 4 $2,564.96 $10,260
11 ,
Subtotal - Subcontractor Costs $20,302.1
Subtotal - SWI Costs $14,553.76
Subcontractor Costs Markup (10%) $2,030.26,
SWI Costs Markup (20%) $2,910.75
Total Cost To Project I $39,797.55
TOTAL NOR-CAL PIPELINE SERVICES SUBCONTRACT AMOUNT: $10,000.00 Abbreviations-
SY -> Square Yard
Contractor -> SWI or SWI/XXX JV, or others
Subcontractor -> Successful Bidder
QA/QC -> Quality Assurance/Quality Control
LF-> Lineal Feet CY -> Cubic Yard
LS -> Lump Sum PS -> Provisional Sum
EA -> Each LB -> Pounds
SY -> Square Yard WD -> Work Day
PPE -> Personal Protective Equipment
Job No.:
8/9/2021
Subcontract No.1604-004 , , 1
DS
Initial: Contr to Subcontract :
DocuSign Envelope ID: 35C6D92E-DB28-4C6D-B321-10C20F096611 ATTACHMENT A - Schedule of Values
Anaheim Canyon Metrolink Station Improvement Project
Nor Cal Pipeline Services
Subcontract No. 1604-PSA-004
Potholing
Subcontract
Item
Prime Contract Bid Item
Number Description UOM OIY Unit Price Total
' Assume 6 Minimum Each Day
e, Excavate, Document, BacIctill,
'meet) EA TBD $1,710.00 TBD
2 Various
3'-iu tzepra Pottioie it-ore, Excavate, Document, Bacictill, Includes Sluny for Pavement) EA TBD $1,808.00 TBD
10'15' Depth Pothole (Core, Excavate, Document,
' :D $1, 6. B
4 Vacuum Excavator w/ Single Operator - Straight Time
Hour TBD $300.00 TBD
V we xc o v/ Sic , •ier, A- - , ver 'me
Hour TBD $350.00 TBD
6 Various Vacuum Excavator w/ Single Operator - Double Time Hour TBD $395.00 TBD
7 Various Remote Hose Per 10' Section
Day TBD $75.00 TBD
8 Various Additional Labor - Straight Time
Hour TBD $95.00 TBD
Budget Per Day for
sal
kdditional Labor - Over Time
Hour TBD $125.00 TBD
i kdditional Labor - Double Time
Hour TBD $155.00 TBD 'arious
11 Various Camera Van - Straight Time (Report Preparation Included) Hour TBD $300.00 TBD
12 ious Camera Van - Overtime (Report Preparation Included) Hour TBD $350.00 TBD
Camera Van - Double Time Report Pre.aratson Included
Ho' D 5.11 B'
14 Various
Disposal of Non-Harzardous Material (Cost Plus 20%)
$$ TBD TBD TBD
Note: Quantities shown are estimated only to demonstrate approximate scope of work. Final quantities to be based on actual work in place or as mutually agreed between Subcontractor, Contractor and Owner. $800 I
Dispo
Rapid Strength Concre
Del. Date: As Agreed
Time: As acireed
Re:
Project: Sub Total
Tax (7.75%)
Total
$2,140
$166
$2,306
SHORT LOAD CONCRETE, INC.
605 E. COMMERCIAL ST. ANAHEIM, CA. 92801
TEL: (714) 524-7013 FAX: (714) 524-1734
PRICE QUOTATION
Date:
From:
To:
Company:
email
Fax:
6/3/2022
Richard Cobarrubias
Kyle Sills
Stacy & Witbeck
Small Bus ID # 1005779
Concrete (Includes Waste)
Delivery Fee
Standby Time (60 Minutes
120
4 CY x $375 = $1,500
2 x $200 = $400
Per Day)
Minutes x $2 = $240
Item LAA .A.A.A.A.AAAJLA ,Description j oArjf0 610% s.A . A .A , 1 Rapid Strength Concrete (2 yd min) 3YD $375.00 YD
2 Delivery fee $200.00
3 Stand by time $2.00 per minute
NOTE: * Unit price subject to all applicable state and local taxes. *All testing and test pours are the responsibility of the contractor. * Port to Port is per truck dispatched. Time is calculated from Anaheim, while on jobs ite and return to Anaheim.
Contractor to supply:
1) Washout area on site
Customers Signature:
Date:
EXTENDED AMOUNT
—
'A. Co
$530.96
—,
SUB- TO TAL La bor ( D) $1,077. 92 I
VI
Fai • : *
'4
i
*
8 01
a I ft
ea en
4 IC
in
a *
Dou ble Ti m.
8 8
LABOR MARKUP
SURCHARGE
TOTAL COST OF LABOR >>>>>>>>>>>>>»>» ,>>>>>>>>>>>>>>>>>>>>>>»» SUBTOTAL EQ UIP. & MATL (A.B) $1, 069. 04
MARKUP
TOTAL COST O F EQ UIP. & MATL >>>>>>>>>>>>>>>>>>>>>>>>>>> >>>>>>>>>>>>>>>>» SUBTOTAL SUBCONTRACTS ( C) $380. 00
MARKU P 1 0% $38. 00
TOTAL COS T O F S UBCO NTRACTS >»>>>>>>>>> >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>» i
Over Time
1 i
I
a LABOR
I
Laborer
Laborer
-
=
Isidro Miranda
Omar Vivanco-Leon
laTENDE 0 AMOUNT
$523.68
SUB- TOTA L Eq u ip men t ( A) $723. 52
TOTAL
COST
SUB- TOTAL Ma ter ia l ( B) $345. 92
$300.00
$50.00
SUB-TOTAL Su bc on trac ts (e) $380.00
T OTAL LAB OR, MATER IAL, EQ U IPM ENT & SUB CONTRACTS 4 1.1
.
Li
EQUIPMENT
;
ti tz
F250 PICKUP (MIRANDA)
CAT BACKHOE 420E2
r MATERIAL AND/OR WORK DONE BY SPECIALISTS
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12000 Gallon Wa ter Truc k
-6 4 0,
Su bc on trac ts
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1 F 274 f°
,02
ESTIMATE OF EXTRA WORK WORKS HEET
Sta cy & Witbec k, Inc.
SW( La bor - Pro tec t ion S la b
Stacy & Wit bec k, Inc.
SWI Labor - Protec t ion Slab
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SUB- TOTAL La bor ( D) $1,077.02 I
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LABOR MARKUP
SURCHARGE
TOTAL COST OF LAB OR >>>>>»>>>>>>>>>>>>>>>>>>> >>>>>>>>>>>>>>>»» SUBTOTAL EQUIP. & MATL (A+B) 81,069.04
MARKUP
TOTAL COST OF EQUIP. & MATL >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>»» »»»
SUBTOTAL SUBCONTRACTS (C)
MARKUP 10%
TOTAL COST OF SUBCONTRACTS >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>»» 1 Over Time
1 0
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$68.37
$66.37
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1 oi° od°
LABOR
§
Laborer
Laborer
1 Isidro Miranda
Omar Vivanco-Leon
EXTENDED AMOUNT
11 al
SUB- TOTAL Eq uip men t ( A) $723.02
TOTAL
COST
$32.56
SUB- TO TAL Ma ter ia l ( B) $345.52
TOTAL
COST
SUB-TOTAL Subcontracts (C)
TOTA L LAB OR, MATERIA L, EQ UIPMEN T & SUBC ONTRAC TS g ai ai '1, i
EQUIPMENT
;
R-
F250 PICKUP (MIRANDA)
CAT BACKHOE 420F2
MATERIAL AND/OR WORK DONE BY SPECIALISTS I
F,
1 2000 Gallon Water Truck
Subcontracts
1 IA
g EQUIPMENT No.
. F,
Res ide nt Eng ineer Co ntrac tor Rep re sen ta tive
1°2
EQUIPMENT LEASE
Lessor leases to Lessee and Lessee rents from Lessor the equipment listed below or, if separately scheduled, in the schedule hereto annexed, marked Schedule "A" and made a part hereof, all of which, together with any replacement parts, additions, repairs and accessories are collectively referred to as "Equipment".
LESSEE Stacy and Witbeck, Inc. LESSOR Herzog Contracting Corp.
ADDRESS 2800 Harbor Pkwy. 600 Riverside Road
CITY/STATE/ZIP Alameda, CA 94502 St. Joseph, MO 64507
Person to Contact Kyle Sills Person to Contact Travis Larison Phone: 801-682-2498 Phone: 949-903-3204
Phone:
Email:
310-497-7224
[email protected]
TERMS AND CONDITIONS
EQUIPMENT
QUANTITY MANUFACTURER/DESCRIPTION SERIAL NO.
1 EQ #598 —Jackson 2400 Tamper
Insurable Value $200,000.00 each
TERM: The term of this Equipment Lease is a minimum of one (1)/month Minimum Monthly Pym: $ 12,318.38 + Applicable Tax
An initial payment of one monthly payment or $12,318.38 + applicable tax each is required upon Lessee's execution of this Lease.
Initial payment to accompany lease of
Tax on Minimum Monthly Pym (if any):
• • •
$12,318.38 + applicable tax.
• dB dIMINUMIdlIdftd1\
QUANTITY MANUFACTURER/DESCRIPTION SERIAL NO.
1 EQ #650 — 2008 Knox Kershaw KBR850 Regulator 850-110-08 Insurable Value $120,000.00 each
TERM: The term of this Equipment Lease is a minimum of one (1)/month Minimum Monthly Pym: $ 6,860.00 + Applicable Tax
An initial payment of one monthly payment or $6,860.00 + applicable tax each is required upon Lessee's execution of this Lease.
Initial payment to accompany lease of
Tax on Minimum Monthly Pym (if any):
Total Minimum Monthly Pym:
$6,860.00 + applicable tax.
QUANTITY MANUFACTURER/DESCRIPTION SERIAL NO.
1 EQ #2309 Geismar PUM 85085-290-1984
Insurable Value $80,000.00 each
TERM: The term of this Equipment Lease is a minimum of one (1)/month Minimum Monthly Pym: $ 1,200.00 + Applicable Tax
An initial payment of one monthly payment or $1,200.00 + applicable tax each is required upon Lessee's execution of this Lease.
Initial payment to accompany lease of
Tax on Minimum Monthly Pym (if any):
Total Minimum Monthly Pym:
$1,200.00 + applicable tax.
QUANTITY MANUFACTURER/DESCRIPTION SERIAL NO.
1 EQ #39 crane pads, 13 joint bars, 26 rollers, 15
sticks of rail
varies
Insurable Value $15,000.00 each
TERM: The term of this Equipment Lease is a minimum of one (1)/month Minimum Monthly Pym: $ 250.00 + Applicable Tax
An initial payment of one monthly payment or $250.00 + applicable tax each is required upon Lessee's execution of this Lease.
Initial payment to accompany lease of
Tax on Minimum Monthly Pym (if any):
Total Minimum Monthly Pym:
$250.00 + applicable tax.
QUANTITY MANUFACTURER/DESCRIPTION SERIAL NO.
1 EQ #938 — 2007 Harsco Mark IV Tamper 7102737
Insurable Value $600,000.00 each
TERM: The term of this Equipment Lease is a minimum of one (1)/month Minimum Monthly Pym: $ 21,500.00 + Applicable Tax
Pa-2 1
Sub Total = $
Bond Fee = $
Total Extra To Contract =
4,153.00
4,153.00
LEGACY
REINFORCING
STEEL
Contractor: Stacey and Witbeck
Job Name: Anaheim Canyon Station Improvments
Extra No.: 4R1
Description: Water Line Protection Slab
Date: 6/7/2022
PSG Job #: L21341
5 x 10 Slab per detail sent by S&W via email on 06/06/2022.
Please see attached corres ondence.
Material: Quantity: Unit: Unit Price: Comments: Extended Price:
Rebar 1,483 LB $ 1.17 $ 1,736.00
Specialty Rebar - LB $ 1.50 $ -
Mesh - SOFT $ 0.35 $ -
Couplers - Each $ 1.75 $ -
Other - Each $ - $ -
$ 1,736.00
Labor Impact: Quantity: Unit: Unit Price: Comments: Extended Price:
Rebar 13 Hours $ 104.52 $ 1,359.00
Specialty Rebar - Hours $ 104.52 $ -
Mesh - Hours $ 104.52 $ -
Couplers - Hours $ 104.52 $ -
Other - Hours $ 104.52 $ -
$ 1,359.00
FWA Labor: Quantity: Unit: Unit Price: Comments: Extended Price:
Ironworker - Hours $ 104.52 Regular Base Pay $ -
Overtime - Hours $ 27.59 Premium Portion Only $ -
Doubletime - Hours $ 55.18 Premium Portion Only $ - $ -
Other: Quantity: Unit: Unit Price: Comments: Extended Price:
Engineering 1.00 Hours $ 80.00 $ 80.00
Crane - Hours $ 300.00 $ -
Delivery 1.00 Each $ 600.00 $ 600.00
Other - Each $ - $ -
$ 680.00
Sub Total = $ 3,775.00
Overhead & Profit @ 10% = $ 378.00
[email protected]
From: Kyle Sills <[email protected] >
Sent: Monday, June 6, 2022 7:28 AM
To: [email protected]
Cc: Gabriel Frota; Rick Bowles
Subject: OCTA I Water Line Protection Slab
Attachments: Rebar Detail.pdf
Luis,
See attached. I need this by Thursday. Overall slab is 5' x 10', but we will be installing in two sections. I will call to discuss.
Kyle Sills
Project Manager
[email protected] • 310.497.7224
Slain and Illitbeek
TRUSTED PARTNERS, PROVEN BUILDERS
3939 Atlantic Ave., Long Beach, CA 90807
stacywitbeck.com • 510-748-1870
Instaoram I Linkedin Facebook I Twitter I Youtube
1 FIPE CAP #4 TRANS @ 12" 3" CLR FROM TOP SURFACE
1 \ I 6"
10" MIN.
#4 LONG @ 2 TOP AND BOTTOM 1'-6"
MIN.
#4@ 12 3' CLR. FROM BOTTOM SURFACE
EXISTING 12" PIPE AT LA PALMA 3" THICK COMPRESSIBLE NEOPRENE PAD 6" THICK
3/4" CRUSHED ROCK
PIPE CAP DETAIL (At Existing La Palma 12" Line)
Anaheim Canyon
Change Directive 027
ci - gscpt
AMENDMENT NO. 3 TO
COOPERATIVE AGREEMENT NO. C-4-1714
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
THE CITY OF ANAHEIM
FOR
THE ANAHEIM CANYON STATION PROJECT 19,1. n v
JAI*
THIS AMENDMENT NO. 3 is effective this Jy of ...Ftr • 202 , by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange, California 92863-1584, a public corporation of the State of California (hereinafter referred to as "AUTHORITY"), and the City of Anaheim, 200 South Anaheim Blvd., Suite 276, Anaheim, CA 92805, a California municipal corporation (hereinafter referred to as "CITY"), which are individually referred to as "PARTY", and collectively referred to as "PARTIES".
RECITALS:
WHEREAS, AUTHORITY and CITY entered into Cooperative Agreement No. C-4-1714, dated January 9, 2015, as last changed by Amendment No. 2 dated August 22, 2022, to define the roles and responsibilities for capital improvements to the Anaheim Canyon Metrolink Station Project (herein referred to as "PROJECT"); and
WHEREAS, CITY and AUTHORITY agree to increase the not to exceed amount by Forty Thousand Dollars ($40,000) for the reimbursement of CITY's additional efforts related to engineering costs, inspections fees, and the review and approval of as-builts for the PROJECT; and WHEREAS, CITY and AUTHORITY agree to extend the term of the Agreement for twelve (12) months through December 31, 2024; and
WHEREAS, CITY's Council approved this Amendment No. 3 to Cooperative Agreement No.
C-4-1714 on this 1.3 day of •Fe,13„..,„ , 2024. f
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AMENDMENT NO. 3 TO
COOPERATIVE AGREEMENT NO. C-4-1714
NOW, THEREFORE, it is mutually understood and agreed that Cooperative Agreement No.
C-4-1714 is hereby amended in the following particulars only:
1. Amend ARTICLE 3. RESPONSIBILITIES OF AUTHORITY, pages 3 and 4 of 11, section J, as last changed by Amendment No. 2 dated August 22, 2022, to delete "Three Hundred Forty Three Thousand Dollars ($343,000)" as the not to exceed amount and in lieu thereof insert, "Three Hundred Eighty Three Thousand Dollars ($383,000)".
2. Amend ARTICLE 4. RESPONSIBILITIES OF CITY, page 5 of 11, section F, as last changed by Amendment No. 2 dated August 22, 2022, to delete "Three Hundred Forty Three Thousand Dollars ($343,000)" as the not to exceed amount and in lieu thereof insert, "Three Hundred Eighty Three Thousand Dollars ($383,000)".
3. Amend ARTICLE 9. ADDITIONAL PROVISIONS, Page 8 of 11, Section A, line 12, as last changed by Amendment No. 2 dated August 22, 2022, to delete "December 31, 2023" as the expiration date of the Agreement and in lieu thereof insert "December 31, 2024".
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CITY OF ANAHEIM ORANGE COUNTY TRANSPORTATION AUTHORITY By:
Lydia Bilynsky
Department Manager, Capital Projects
PROVED AS TO EOR
By:
James,-M. Donich
Ge ral Counsel
By:
Ashleigh Aitken
Mayor
ATTEST:
The sa Bass, CMC /
City Clerk
5 a
AMENDMENT NO. 310
COOPERATIVE AGREEMENT NO. C-4-1714
The balance of Cooperative Agreement No. 0-4-1714 remains unchanged IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 3 to Cooperative Agreement No. 0-4-1714 to be executed as of the date of the last signature below.
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
By:
Bryi? M Morley
Del 'LW City Attorn
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