1 COOPERATIVE AGREEMENT NO. L-4-0005
2 BETWEEN
3 LOS ANGELES - SAN DIEGO - SAN LUIS OBISPO RAIL CORRIDOR AGENCY 4 AND
5 CITY OF CAMARILLO
6 FOR
7 FUNDING FOR CAMARILLO STATION PEDESTRIAN UNDERCROSSING PROJECT 8 THIS COOPERATIVE AGREEMENT (Agreement), is effective this day of 9 _ 20_ ("Effective Date"), by and between the Los Angeles - San Diego - San Luis 10 Obispo Rail Corridor Agency, a joint powers authority as amended pursuant to State of California Senate 11 Bill 1225 (Chapter 802, Statutes of 2012) and located at 550 South Main Street, P.O. Box 14184, Orange, 12 California, 92863-1584 (hereinafter referred to as "LOSSAN Agency"), and the City of Camarillo, a 13 municipal corporation and located at 601 Carmen Drive, Camarillo, California, 93010 (hereinafter referred 14 to as "CITY"). Both the LOSSAN Agency and the CITY are individually referred to as a "PARTY" and 15 collectively as "PARTIES".
16 RECITALS:
17 WHEREAS, this Agreement complies with the provisions of California law (Cal. Govt. Code § 18 14072.2, S.B. 1225, Padilla, 2012) which authorize the State of California (hereinafter referred to as the 19 "State") to enter into agreements with specified joint exercise of powers entities, including the LOSSAN 20 Agency, pursuant to which the LOSSAN Agency assumed administrative and management responsibility 21 for State-supported intercity passenger rail service within the Los Angeles - San Diego - San Luis Obispo 22 (LOSSAN) rail corridor (LOSSAN Corridor), commonly referred to as the Pacific Surfliner service; and 23 WHEREAS, the LOSSAN Agency is authorized by applicable State law to enter into this 24 Agreement with the CITY on the terms and conditions hereinafter set forth and funds for this purpose 25 have been made available to the LOSSAN Agency by the State as set forth herein; and 26 Last Rev: 4/25/2022
AGREEMENT NO. L-4-0005
1 WHEREAS, the LOSSAN Agency is an eligible recipient of Transit and Intercity Rail Capital 2 Program funds (TIRCP), an element of Senate Bill 862 and Senate Bill 9, administered by the California 3 Department of Transportation (Caltrans); and
4 WHEREAS, the LOSSAN Agency is an eligible recipient of Proposition 1B Intercity Rail 5 Improvement Program funds (Prop 1B), an element of Highway Safety, Traffic Reduction, Air Quality, 6 and Port Security Bond Act of 2006, administered by Caltrans; and WHEREAS, LOSSAN Agency has determined that the CITY's Camarillo Station Pedestrian 8 Undercrossing project (PROJECT) has met the requirements of and is eligible for Prop 1B and TIRCP 9 funding; and
10 WHEREAS, PROJECT scope shall include environmental work and full design services for a 11 pedestrian undercrossing at the Camarillo Train Station located at 30 North Lewis Road, Camarillo, CA 12 93012; and.
13 WHEREAS, this Agreement defines the specific terms and conditions and funding responsibilities 14 between the LOSSAN Agency and the CITY for the project; and 15 WHEREAS, the California Transportation Commission approved the allocation of $1,900,000 of 16 Prop 1B funding for the environmental phase of the PROJECT on May 18, 2023; and 17 WHEREAS, this Agreement was authorized by the LOSSAN Agency's Board on February 20, 18 2024.
19 NOW, THEREFORE, it is mutually understood and agreed by the LOSSAN Agency and the CITY 20 as follows:
21 ARTICLE 1. COMPLETE AGREEMENT
22 A. This Agreement, including any attachments incorporated herein and made applicable by 23 reference, constitutes the complete and exclusive statement of the terms) and conditions(s) of this 25 Agreement between LOSSAN AGENCY and CITY and it supersedes all prior representations, 26 understandings, and communications. The invalidity in whole or in part of any term or condition of this
AGREEMENT NO. L-4-0005
1 Agreement shall not affect the validity of other terms) or conditions(s) of this Agreement. The above 2 referenced Recitals are true and correct and are incorporated by reference herein. LOSSAN AGENCYS' 3 failure to insist on any instance(s) of CITY's performance of any term(s) or condition(s) of this Agreement 4 shall not be construed as a waiver or relinquishment of LOSSAN AGENCY's right to such performance 5 or to future performance of such terms) or condition(s), and CITY's obligation in respect thereto shall 6 continue in full force and effect. Changes to any portion of this Agreement shall not be binding upon 7 LOSSAN AGENCY except when specifically confirmed in writing by an authorized representative of 8 LOSSAN AGENCY by way of a written amendment to this Agreement and issued in accordance with the 9 provisions of this Agreement.
10 B. CITY's failure to insist on any instance(s) of LOSSAN AGENCY's performance of any term(s) 11 or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of CITY's right to 12 such performance or to future performance of such term(s) or condition(s), and LOSSAN AGENCY's 13 obligation in respect thereto shall continue in full force and effect. Changes to any portion of this 14 Agreement shall not be binding upon CITY except when specifically confirmed in writing by an authorized 15 representative of CITY by way of a written amendment to this Agreement and issued in accordance with 16 the provisions of this Agreement.
17 ARTICLE 2. SCOPE OF AGREEMENT
18 A. This Agreement specifies the roles and responsibilities of the Parties as they pertain to the 19 subjects and projects addressed herein. Both LOSSAN AGENCY and CITY agree that each will 20 cooperate and coordinate with the other in all activities covered by this Agreement and any other 21 supplemental agreements that may be required to facilitate purposes thereof. 22 B. The scope of work shall define in general the PROJECT to be funded under this agreement. 23 The scope shall include environmental work for a pedestrian undercrossing at the Camarillo Train Station 25 located at 30 North Lewis Road, Camarillo, CA 93012. 26
AGREEMENT NO. L-4-0005
1 ARTICLE 3. • RESPONSIBILITIES OF LOSSAN AGENCY
2 LOSSAN Agency is providing funding for PROJECT as follows for CITY's use:
3 A. To agree to reimburse CITY a total not-to-exceed amount of One Million Nine Hundred 4 Thousand Dollars ($1,900,000) for all work performed for the PROJECT. 5 B. To provide a Project Manager or designee as its point of contact to coordinate with the CITY 6 to complete the scope of work for the PROJECT as defined. This cost will be borne by the LOSSAN 7 Agency.
8 C. To comply with state and federal environmental requirements as necessary for the PROJECT. 9 ARTICLE 4. RESPONSIBILITIES OF CITY
10 CITY agrees to the following responsibilities for the PROJECT:
11 A. To be the lead agency for the environmental clearance, design, construction, and 12 construction management aspects of PROJECT.
13 B. To provide timely review and responses to all requests and not unreasonably withhold 14 approval of any requests.
15 C. To designate a Project Manager as the point of contact to manage the scope of work included 16 within the agreement to completion.
17 D. The CITY shall be responsible for obtaining all applicable permits, clearances and required 18 licenses and comply with state and federal environmental and other requirements as necessary for the 19 PROJECT. It is specifically acknowledged and understood by the Parties that the CITY is not the 20 property owner where the work is set forth.
21 E. The CITY shall provide final approval on environmental clearance and all plans, 22 specifications, estimates and designs, and directly manage all consultants and plan review as needed 23 with Union Pacific Railroad.
25 F. To enter into agreements for any services associated with the PROJECT. CITY shall be 26 responsible for timely payment to consultants, suppliers, and/or contractors for services rendered. CITY
AGREEMENT NO. L-4-0005
1 shall be responsible for reviewing consultant and/or contractor invoices for accuracy, reasonableness, 2 terms, and completeness.
3 G. To prepare and submit to AUTHORITY a quarterly invoice with supporting documentation 4 up to the amount of One Million Nine Hundred Thousand Dollars ($1,900,000). CITY's invoice shall 5 include allowable PROJECT costs incurred. The invoice submitted by CITY shall be signed by an 6 authorized agent who can duly certify the accuracy of the included information. CITY's invoice shall 7 include the following information:
8 Agreement Number L-4-0005;
9 The time period covered by the invoice;
10 Progress Report which includes a detailed description of the progress of the PROJECT; 11 Such other information as requested by LOSSAN Agency; 12 5. Invoice Certification signed by an authorized representative of CITY; Certification 13 statement shall be as follows:
14 "I hereby certify that to the best of our knowledge based on currently available information 15 and subject to the impact of additional information that may become available in the future, 16 invoice(s) dated for the period covering _ to _are true, complete and 17 correct statements of reimbursable costs and progress. The backup information included 18 with the invoices is true, complete and correct in all material aspects. All payments due and 19 owing to subcontractors and suppliers have been made. Timely payments will be made to 20 subcontractors and suppliers from proceeds of the payment covered by the certification. The 21 invoices do not include any amounts which CITY intends to withhold or retain from a 22 subcontractor or supplier unless so identified on the invoices." 23 H. That total payments shall not exceed the maximum obligation specified in Article 8. Maximum 25 Obligation.
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AGREEMENT NO. L-4-0005
1 ARTICLE 5. FUNDING ALLOCATIONS
2 A. Pursuant to the action taken by the California Transportation Commission on May 18, 2023, 3 the LOSSAN agency allocates $1,900,000.00 of Prop 1B funding to the PROJECT subject to the CITY 4 complying with all applicable requirements thereto and those requirements specifically provided for 5 herein.
6 B. The LOSSAN Agency and the CITY agree that these are funding allocations and that the CITY shall expend funds and seek reimbursement from the LOSSAN Agency for actual expenditures that 8 do not exceed the funding allocation set forth above. 9 ARTICLE 6. GRANT PROGRAM FUNDING
10 A. The Proposition 1B (Prop 1B) Program, which was approved by voters in 11 November 2006, authorized the issuance of $19.9 billion in general obligation bonds for specified 12 transportation purposes including: congestion reduction, highway and local road improvements, public 13 transportation, goods movement, air quality, safety and security. Prop 1B funded programs require 14 specific reporting, so the State can itself report on the use of the funds and status of projects, and reflect 15 project progress in other funding, planning and approval processes of the State. 16 B. As the recipient of Prop 1B funds, the LOSSAN Agency is required to report semi- annually 17 to Caltrans on the activities and progress of the projects) receiving Prop 1B funds to ensure activities are 18 performed timely, within approved scope and cost, and are achieving the intended purpose for which the 19 funds were approved. The CITY shall provide the LOSSAN Agency, within 30-days of a written request, 20 the necessary information for completing these semi-annual reports, including updated project schedules 21 and total project cost.
22 C. Upon PROJECT completion, The CITY shall provide to the LOSSAN Agency the necessary 23 information to include in the final project report to Caltrans within 90 days of a written request. This 25 information will include a comparison of actual to planned project performance, final project itemized 26 expenditures, evidence of project completion, and summary of any cost savings achieved.
AGREEMENT NO. L-4-0005
1 ARTICLE 7. DELEGATED AUTHORITY
2 The actions required to be taken by CITY in the implementation of this Agreement are delegated 3 to its City Manager, or designee, and the actions required to be taken by LOSSAN AGENCY in the 4 implementation of this Agreement are delegated to LOSSAN AGENCY's Managing Director or designee. 5 ARTICLE 8. MAXIMUM OBLIGATION
6 Notwithstanding any provisions of this Agreement to the contrary, LOSSAN AGENCY and CITY 7 mutually agree that LOSSAN AGENCY's maximum cumulative payment obligation hereunder shall be 8 One Million Nine Hundred Thousand Dollars ($1,900,000.00), unless agreed to and amended by both 9 Parties.
10 ARTICLE 9. AUDIT AND INSPECTION
11 LOSSAN AGENCY and CITY shall maintain a complete set of records in accordance with 12 generally accepted accounting principles. Upon reasonable notice, CITY shall permit the authorized 13 representatives of the LOSSAN AGENCY to inspect and audit all work, materials, payroll, books, 14 accounts, and other data and records of CITY for a period of four (4) years after final payment, or until 15 any on-going audit is completed. For purposes of audit, the date of completion of this Agreement shall 16 be the date of CITY's payment of LOSSAN AGENCY's final billing (so noted on the invoice) under this 17 Agreement. LOSSAN AGENCY shall have the right to reproduce any such books, records, and accounts. 18 The above provision with respect to audits shall extend to and/or be included in contracts with CITY's 19 contractors).
20 ARTICLE 10. INDEMNIFICATION
21 A. To the fullest extent permitted by law, CITY shall defend (at CITY's sole cost and expense 22 with legal counsel reasonably acceptable to LOSSAN AGENCY), indemnify, protect, and hold harmless 23 LOSSAN AGENCY, its officers, directors, employees, and agents (collectively the "Indemnified Parties"), 25 from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, 26 arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal
AGREEMENT NO. L-4-0005
1 costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to 2 or death of persons (CITY employees included), for damage to property, including property owned by 3 LOSSAN AGENCY, or from any violation of any federal, state, or local law or ordinance, by the negligent 4 acts, omissions or willful misconduct of CITY, its officers, directors, employees, or agents in connection 5 with or arising out of the performance of this Agreement. 6 B. To the fullest extent permitted by law, LOSSAN AGENCY shall defend (at LOSSAN AGENCY's sole cost and expense with legal counsel reasonably acceptable to CITY, indemnify, protect, 8 and hold harmless CITY, its officers, directors, employees, and agents (collectively the "Indemnified 9 Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, 10 judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses 11 including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising 12 from injuries to or death of persons (LOSSAN AGENCY's employees included), for damage to property, 13 including property owned by CITY, or from any violation of any federal, state, or local law or ordinance, 14 by the negligent acts, omissions or willful misconduct of LOSSAN AGENCY, its officers, directors, 15 employees, or agents in connection with or arising out of the performance of this Agreement. 16 C. The indemnification and defense obligations of this Agreement shall survive its expiration or 17 termination.
18 ARTICLE 11. ADDITIONAL PROVISIONS
19 LOSSAN Agency and City agree to the following mutual responsibilities:
20 A. Term of Agreement: This Agreement shall be retroactive effective on May 18, 2023, and shall 21 be in full force and effect for five (5) years through May 17, 2028. 22 B. Termination: In the event either Party defaults in the performance of their obligations under 23 this Agreement or breaches any of the provisions of this Agreement, the non-defaulting Party shall have 25 the option to terminate this Agreement upon thirty (30) days' prior written notice to the other Party. 26
AGREEMENT NO. L-4-0005
1 C. Obligations to Comply with Law: LOSSAN AGENCY and CITY shall comply with all applicable 2 federal, state, and local laws, statues, ordinances, and regulations of any governmental authority having 3 jurisdiction over the PROJECT.
4 D. Legal Authority: LOSSAN AGENCY and CITY hereto warrant that they are duly authorized 5 to execute this Agreement on behalf of said Parties and that, by so executing this Agreement, the Parties 6 hereto are formally bound to the provisions of this Agreement.
E. Severability: If any term, provision, covenant, or condition of this Agreement is held to be 8 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the 9 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or 10 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 11 F. Counterparts of Agreement: This Agreement may be executed and delivered in any number 12 of counterparts, each of which, when executed and delivered shall be deemed an original and all of which 13 together shall constitute the same agreement. Electronic signatures will be permitted. 14 G. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or 15 authority hereunder may be assigned in whole or in part by either Party without the prior written consent 16 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed 17 void and of no force and effect. Consent to one assignment shall not be deemed consent to any 18 subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. 19 H. Governing Law: The laws of the State of California and applicable local and federal laws, 20 regulations and guidelines shall govern this Agreement. 21 1. Litigation fees: Should litigation arise out of this Agreement for the performance thereof, the 22 court shall award costs and expenses, including attorney's fees, to the prevailing party. 23 25
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AGREEMENT NO. L-4-0005
1 J. Changes: This Agreement may be modified, or amended, in writing upon mutual agreement 2 of the PARTIES. All modifications, amendments, changes and revisions of this Agreement in whole or 3 part, and from time to time, shall be binding upon the PARTIES, so long as the same shall be in writing 4 and executed by LOSSAN Agency and CITY.
5 K. Notices: Any notices, requests, or demands made between the Parties pursuant to this 6 Agreement are to be directed as follows:
7 To CITY: To LOSSAN AGENCY:
8 City of Camarillo LOSSAN Rail Corridor Agency
9 601 Carmen Drive 600 South Main Street
10 Camarillo, CA 93010 Orange, CA 92863-1584
11 Attention: Greg Ramirez Attention: Russ Henry
12 Title: City Manager Title: Program Manager
13 Phone: (805) 388-5300 Phone: (714) 560-5990
14 Email: [email protected] Email: [email protected] 15 Cc: Kristopher Ryan
16 Email: [email protected]
17 L. Force Majeure: Either Party shall be excused from performing its obligations under this 18 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable 19 cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God; 20 commandeering of material, products, plants or facilities by the federal, state or local government; national 21 fuel shortage; or a material act or omission by the other Party; when satisfactory evidence of such cause 22 is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond 23 the control, and is not due to the fault or negligence, of the Party not performing. 25 26
AGREEMENT NO. L-4-0005
1 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. L-4-0005 to be 2 executed as of the date of the last signature below.
3 CITY OF CAMARILLO LOSSAN RAIL CORRIDOR AGENCY
4 5 By: By:
Greg Ramirez Jason Jewell
6 City Manager Managing Director
8 9 ATTEST: APPROVED AS TO FORM:
10 11 By:
Kristy Bukemper James M. Donich
12 City Clerk General Counsel
13 14 RH
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