FROM: OFFICE OF THE CITY MANAGER
BY: VANIAH DE ROJAS, INTERIM ASSISTANT CITY MANAGER
SIBJECT: APPROVE AMENDMENTS TO THE MASTER COOPERATIVE AGREEMENT
WITH THE LOS ANGELES METROPOLITAN TRANSPORTATION AUTHORITY
RECOMMENDATION
That the City Council:
1. Approve the attached Amendments to the Master Cooperative Agreement (MCA) with the Los Angeles Metropolitan Transportation Authority for the design, construction, operation and maintenance of a portion of the West Santa Ana Branch Transit Corridor project.
2. Authorize the City Manager to execute the amendments to the MCA.
The Los Angeles Metropolitan Transportation Authority (Metro) is preparing for the development of a new light rail transit line, the West Santa Ana Branch (WSAB) Transit Corridor project. The main goals of the WSAB Project are to: 1. Provide mobility improvements, 2. Support local and regional land -use plans and policies, 3. Minimize environmental impacts, 4. Ensure cost effectiveness and financial feasibility, and 5. Promote equity.
The 19-mile WSAB Transit Corridor project intends to connect southeast Los Angeles County to downtown Los Angeles, serving the cities and communities of downtown Los Angeles, unincorporated Florence -Graham, Vernon, Huntington Park, Bell, Cudahy, South Gate, Downey, Paramount, Bellflower, Cerritos and Artesia. Additionally, in the City of Downey, a new park and ride station will be developed, The Gardendale Station. The Station is located within the Ports - owned, UPRR-operated San Pedro Subdivision right-of-way (ROW) which runs through the southwestern corner of Downey. The future station presents an opportunity to provide convenient access for future Los Angeles County employees traveling to the planned Rancho Los Amigos South Campus which is being developed to accommodate approximately 4,000 jobs.
The overall project area is home to 1.2 million residents and is a job center to approximately 584,000 employees. Projections show the resident population increasing to 1.5 million and jobs increasing to 670,000 by 2040. Population and employment densities are five times higher than the Los Angeles County average. This rail corridor is anticipated to serve commuters in a high travel demand corridor by providing relief to the limited transportation systems currently available to these communities. In addition, the project is expected to provide a direct connection to Metro's Green and Blue lines.
APPROVE AMENDMENT TO MASTER COOPERATIVE AGREEMENT - METRO MARCH 14,2023
PAGE 2
The construction of the WSAB Light Rail Project will require extensive review by the City. As such, a Master Cooperative Agreement (MCA) is needed between Metro and Corridor cities on how they will work together to deliver the WSAB Project before groundbreaking. The MCA establishes the:
• Process for cities to be paid for project -related work • Basis to start construction of enabling works, which will expedite project construction and reduce construction risk
• Process to provide review and approval of design documents Additionally, areas of the MCA address construction activities including'. • Project description
• Scope, phases and schedule
• Roles and responsibilities
• Contractual packages
• City facility rearrangements
• Betterments
• Reimbursements and credits
• Resolution of disputes
• Metro and P3 roles and responsibilities
• Definitions and interpretations
It is important to note that the MCA does not relieve Metro or its contractor from the requirements of submitting all plans, documents, and reports for review and comment before obtaining City approval prior to the start of any construction activity within the public right-of-way. Under the MCA, the City agrees to waive all permit fees, however, all costs incurred by City staff and its consultants for design review and permit coordination among others, would be reimbursed by Metro through a work plan authorization process specified in the MCA.
Metro staff met with City staff in April 2020 to review the MCA and discuss City concerns. The MCA was approved by the City Council at the September 22, 2022.
The City was one of the first cities to approve the MCA with Metro. In January 2023, Metro contacted staff and shared that they now have finalized and agreed upon an MCA with eight other cities involved in the project and would like to incorporate amendments to Downey's MCA to ensure alignment and equal benefit to all cities. Specifically, the amendments are as follows:
i) adding express acknowledgements to the recitals that the Agreement does not address any terms and conditions with respect to any 3% contribution, the 3% local funding contribution credit, or the Land Bank Pilot Partnership as these will be addressed separately;
ii) adding an express acknowledgement to Section 1.1(a) that the Agreement was entered into while the Environmental Impact Statement/Environmental Impact Report process is ongoing;
iii) clarifying the Work Order process under Section 2.3;
APPROVE AMENDMENT TO MASTER COOPERATIVE AGREEMENT - METRO MARCH 14, 2023
PAGE 3
iv) adding an express acknowledgement to Section 2.4 that if the City determines that it requires additional resources to comply with its obligations under the Agreement, it may submit a proposed change to a Work Order and that if LACMTA rejects a reasonable request for such additional resources, the City will be entitled to an extension of time;
v) clarifying Section 2.6 to limit the City's obligations to those actions within its powers and acknowledge the initial screening procedures under LACMTA's adjacent work procedures to identify the level of review necessary;
vi) correcting a typographical error in Section 3.1 and adding clarificatory language regarding LACMTA's responsibility to ensure that the WSAB Project complies with Applicable Law, including ADA requirements;
vii) clarifying Section 3.5 to expressly acknowledge that the City may adopt new City Standards or amend existing City Standards, subject to the terms of Section 3.5; viii) clarifying Section 4.3 to expressly acknowledge that LACMTA is permitted to use public rights -of -way under Applicable Law but is responsible for the acquisition of private rights -of -way necessary for the Project;
ix) adding an acknowledgement in Section 7.1 that LACMTA will be responsible for site assessments and remediation of hazardous materials performed for the purposes of the Project and for any costs relating to the presence or existence of any environmental hazard in, under or about any City Facility if remediation of hazardous materials is required for the WSAB Project in accordance with the environmental site assessments;
x) clarifying the definition of "Expired Service Life Value" in Section 7.2; xi) adding an express reference to notice of third -party claims under the indemnity in Section 8.1;
xii) adding a new definition of "ADA" in Section 11.1 and clarifying a number of other definitions to align with the amendments to other provisions; xiii) adding additional clarifications to the interpretation provisions set out in Section 11.2; xiv)correcting a reference to NDA provisions in Form 60 in Exhibit 10; and xv) amending some time periods to reference the equivalent calendar days, but only where alignment is necessary.
The proposed amendments (Attachment A) were reviewed by staff, and it is recommended that the City Council approve the amendments and authorize the City Manager to execute the amendments to the MCA.
Fiscal Responsibility
Efficiency & Adaptability
There is no financial impact associated with this action,.:
MARCH
1 AGE 4
ATTACHMENTS
8ldCtlY Pdvalo A Confidential
MASTER COOPERATIVE AGREEMENT
FOR THE DESIGN. CONSTRUCTIO1P QIQ QIE&=
Between
THE CITY OF DOWNEY
and
•.-41 Z, - I T
This first amendment ("Amendment No. V) to the Master Cooperative Agreement for the design, construction and operation and maintenance of a portion of the WSAB Project ("MCA"), is entered into by and between the City of Downey (as deft ned more fully In the MCA, the "City") and Los Angeles County Metropolitan Transportation Authority (as defined more fully in the MCA, "LACMTA").
In consideration of the mutual covenants of the Parties as set out below, the Parties hereby agree as follows:
1. Unless expressly defined In this Amendment No. 1 or the context otherwise requires, capitalized terms used in this Amendment No. I have the meanings given In the MCA. 2 Pursuant to r*_cHon _10-7 (AMgggkR9r&J of the MCA and subject to the terms of this Amendment No. 1, the Parties mutually agree to modify the MCA with effect from the date on which this Amendment No. I has been fully executed on behalf of the City and LACMTA ("Effective Date") as follows:
a) Amendment to Recitals. The Recitals of the MCA are hereby amended by re -numbering the existing Recital C of the MCA to Recital D and adding a new Recital C as follows:
"(C) The Measure M ordinance requires local jurisdictions to pay three per cent of the total project cost of a major Measure M rail project (known as the "3% Contribution"). The Measure M guidelines reflect provisions adopted by the LACMTA Board (including Motion 14.2 (2016-0451) passed on May 26, 2016) that allow for local jurisdictions, through an agreement with LACMTA, to meet all or a portion of their 3% local contribution obligation through firstfiast mile Investments (such portion being the '3% Local Funding Contribution Credit"). This Agreement does not address, and Is not Intended to address any terms and conditions with respect to any 3% Contribution for the WSAB Project by the City nor any 3% Local Funding Contribution Credit for first/last mile Investments. Any terms and conditions with respect to any 3% Contribution for the WSAB Project by the City, including any terms relating to any 3% Local Funding Contribution Credit or other In -kind contributions, will be discussed, negotiated and agreed by LACMTA and the City under separate agreements. Further, this Agreement does not address. and Is not Intended to address any terms and conditions with respect to the LACMTA Board's Land Bank Pilot Partnership with Los Angeles County Motion (June 2022 and any other relevant dates). Any City participation in, and the terms and conditions with respect to any City participation in, any such programs and initiatives would be discussed, negotiated and agreed by responsible parties under a separate agreement. The City disclaims any liability arising out of or related to the Land Bank Pilot Partnership Motion (June 2022) under this Agreement" b) Amendment to Section 11.11(a). fiRc _S
_qgp I Atal (2WAL9LAqmqm@n0 of the MCA is hereby amended by adding the following sentence at the end of the Section:
"The Parties acknowledge that this Agreement is being entered Into while the environmental process is ongoing and the final EIS/EIR is being prepared and the signing of this Agreement by the City does not prejudice Its right to participate In the environmental process nor does it predetermine the outcome of that process."
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c) Amendment to Section 2.3(b). of the MCA is hereby deleted in Its entirety and replaced with the following language:
"(b) If LACMTA approves a Form 60 submitted to it by the City with respect to a scope of work undli POW Wfthoutrequiring any changes or addifions, LACMIA will issue a Wo Order to 9�6 City for such "6 0 work end following receipt of that Work Order, the City mu promptly commence the work authorized undo that Work drd6j�" t) Amendment to Section 2.3(d). Seggo g1o) of the MCA Is hereby deleted In its entirety and replaced with the following language:
a) Amendment to Section 23M.�Sjnjj6n2�4� dftj�jm of the MCA Is hereby deleted in its entirety an..' replaced with the following language:
i FifFT-45711
I MT 'Qj "AMC WTkTiFFRiT-r-M
g) Amendment to Section of the MCA is hereby amended by addin(_- the language in bold as follows:
lojm��
(1) a failure by LACMTA to perform Its work and obligations in accordance with the work schedules, review periods and timelines Identified in this Agreement and/or any Work Order; or
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(11) the rejection by LACMTA of a reasonable request by the City for additional resources under nn 2.#(aila
.: . : : . . .:: Lion=Mcuon
costs associated with such delay)."
h) Amendment to Section 2.6(a). §200 2 S b f f of the MCA is hereby amended by adding the language in bold as follows:
proposed"(a) Except In the case of Adjacent Work required as a result of an emergency (which notification and coordination may occur as soon as reasonably practicable after the occurrence of the emergency), the City will promptly notify LACMTA upon becoming aware of any Adjacent
Works;*10tmOnCe of any Adjacent Work With LACM7A so that such Adjacent Work shall not Warfare with, 4�140r dolOY"C1400n, COnStnictIon. "Oration or maintenance of the City Portion including by:
(I) complying with the provisions of this fiq� and LACMTNs standard procedures for Adjacent (ii) to the extent requested by LACIVITA following Its Initial screening taking into account proximity of the Adjacent Work to the City Portion, adjacency conditions, and the potential to Impact the City Portion and otherwise conducted in accordance with LACTAIs standard procedures for Adjacent Works, delivering copies of all designs and plans for the Adjacent Work to LACMTA and giving LACMTA the right to review and comment on the designs and plans for the Adjacent Work and to approve the final designs and plans for the Adjacent Work; and Mart� Ititerfere-with, distuo • - N athe design, 1 • operation ' ♦ or W •: 9nce of part of
the a..:. F' •rk (as applicab4a).0
Amendment to Section 2.6(b). ftfion I&U (CddMb�n gt�A� of the MCA Is hereby amended by adding the language In bold to the opening paragraph as lbfloft "(b) The City will, and will take all reasonable actions within its powers to ensure that any City Contractor or third party performing any Adjacent Work, City Construction Work or City Maintenance Work is obligated under contract and/or a permit process to:......" j) Amendment to Section 3.1(a). ct" rt; f a n ' / of the MCA is hereby amended by replacing the reference to "Construction Work" in the opening sentence with a reference to "Design Work". k) Amendment to Section 3.3(c). Wqqd-M) of the MCA is hereby amend by adding the following language at the end of the Section:
"Without prejudice to the foregoing, the City further acknowledges that as between LACMTA and the City, LACMTA has sole discretion to determine whether, and which, features or facilities are required in order for LACMTA to comply with its obligations under Applicable Law in connection with the WSAB Project (whether or not situated within the City Rights -of -Way) including the ADA and in the case of its obligations under the ADA to determine whether matters are technically Infeasible; provided, however, In making such determination, LACMTA shall utilize current rules and regulations promulgated under the ADA, and guidelines issued by federal agencies in accordance with the ADA, Including but not limited to The ADA Best Practices Tool Kit for State and Local Governments published by Civil Rights Division of the U.S.
Department of Justice."
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I) Amendment to Section 3.5(a). Section 51'al W& a $' of the MCA is hereby amended by adding the language in bold as follows:
"(a) The City agrees that It shall not adopt any new City Standards or otherwise amend or supplement any existing City Standards or its Interpretation or application of any existing City Standards, for the sole or primary purpose of affecting the WSAB Project.
M) Amendment to Section 3.5(b). §%Mggi &6(b) LQk of the MCA is hereby amended by adding the language In bold as follows:
iWiTMI WIN
n) Amendment to Section 4.3. &OAn *3 (ROhft:gkJ"Id of the MCA Is hereby amended by adding a new sub -section (a) as follows and re-numberIng the following sub -sections to follow sequentially:
Parties acknowledge I pursuanto Applicable Law, LACMTA ispermitted a: City i F:. Y.
Way to the same extent those rights and privileges relating to City Rights -of -Way are granted to the r:Amendmentto Section ' 1 a + !, # ::.. • f: - MCA .. re -numbering : • : 'f.
ith
accordance paragraphabove)deleted l: entirely andreplaced I I -following language:
Subject to w i.:; + N r • ! r the Partiesacknowedge that , : LACMTA k.responsible ■ the
Projectacquisition of any private rights -of -way necessary to Construct andlor operate the WSAB Project Right -of -Way and LACMTA (or the • tractors) shall be responsibleY acquisition of any temporary construction easements necessary for the Construction and/or operall of the WSAB Project. Upon reasonable request by LACMTA, the City shall provide reasons assistance as may be required for LACMTA to obtain rights -of -way necessary to Constru ' the C ct
Portion including considering reasonable requests by LACMTA to convey to LACMD at no cost
LACMTA,
.a: :.I
• • streetcrossings,silvers.surface easements
- - Ytemporarry
easements .. be required for Constructionand/or operation of . Project requiring LACMTA to go through the appraisal, negotiations,offer,dosingand transfer I Y is Following any such reasonable request, LACMTA will prepare or cause to be prepared, the li documents and documents of conveyance and shall transmit such documents to the C' Representative who shall process them through the required departments for execution and retu them to LACMTA within 90 days after receipt, but in any event in accordance with the Proj Schedule."
p) Amendment to Section 7.1(c). _ actlor`r 7JW L&URNMMentsto the 010 of the MCA is hereby amended by adding the language in bold as follows:
"(c) As described In Fl Bl 1 Iftr291 o , LAC A (or its LACMTA Contractors) will be responsible for any environmental site assessments and any remediatlon of hazardous materials to be performed on the Project Site for the purposes of the WSAB Project. LACMTA will not be responsible for any costs relating to the presence or existence of any environmental hazard on, in, under or about any City Facility, including but not limited to, any "hazardous substance" as that tern is defined under the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 at seq.), unless LACMTA or any LACMTA Contractor caused the environmental hazard through its actions or remedlation of hazardous materials is required to be performed for the purposes of the WSAB Project In accordance with the environmental site assessments."
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Amendment to Section 72(a)(111). Of
MCA is hereby deleted In its entirety and replaced with the flollowing language:
would
determined,A)the "Expired Service We Valuem shall be an amount by the Parties during Design Development based upon estimates provided by the City of the depreciated value of the Conflicting Facility (calculated by multiplying the cost of the Replacement Facility by a fraction, the numerator of which Is the age of the Conflicting Facility and the denominator of which Is the estimated overall service life of the Conflicting Facility); and
(B)the ExpiredService : Value: be determined is thePartieswith Section applicable Rearrangement i and documented In theapplicableWorkOrder. r) Amendment to Section 7.3. Section 7.3 WakmLent of ft JfinW of the MCA is hereby amended by replacing each reference to "40 Business Days" with the language "60 days". s) Amendment to Section -,¢ W r # isthe '. Is hereby amended 1 adding £ - sub- section as follows:
"(c) Each Party agrees to notify the other promptly upon receipt of any third -party claim for which a Party is entitled to Indemnity under this Agreement."
Amendment to Section 10.4. ag*n 10A OkikW of the MCA Is hereby amended by replacing reference to "Gilbert A. Lives, City Manager" with the language "Mark Scott, Interim City Manager". I u) Amendment to Section 11.1. N* d : of the MCA is hereby amended •:
y.
(1) adding a new definition of "ADA" as follows:
(H) amending the definition of "City Portion" by replacing the language "public right-of-way of the City" with the language "public right-of-way within the City
(W) amending the definition of "Project Right -of -Way" by adding the following language at the end of that definition: ', or as notified by LACMTA to the City and compliant with the Projecrs Final Environmental Impact Report or Statement and any supplemental environmental reports for the WSAB Project."; (iv) amending the definition of "Rearrangement" by adding the language in bold as follows:
""Rearrangement" means the work of:
(a) removal, replacement, restoration, alteration, reconstruction, support, or relocation of all or a portion of a Conflicting Facility, whether permanent or temporary, which LACIWITA determines In Its sole discretion Is necessary In order for the WSAS Project to comply with Applicable Law or otherwise which LACIWTA and the City mutually agree Is necessary in order to construct operate or maintain the WSAB Project; or
1: theinstallation 1nowandrequired City Facilities
complydiscretion Is necessary In order for the WSAB Project to mutuallyotherwise which LACMTA and the City agreeis necessaryas • ofthe impactof the
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I ZUT-1; MIL =�j
v) Amendment to Section 1112(a)(vill). action 11211AI&MMAURMAIlkin of the MCA Is hereby amended by adding the following language at the and of that So�- �ind the Word W Is 60 exdusjye w) Amendment to Section 1111.2(a)(k).,figglIgn J2(aWA�li ,ik!♦4r•• i/ s ♦ the MCA Is hereby amended by adding the following language at the and of that Settiow �artd *011' when stated is to be considered mandatory".
x) Amendment to Exhibit 6.
��1!11 11111� I � I I I 11111q,
y) Amendment to Exhibit 7.9w&nj2j (A&gAgjg�of gLchjgZjgqW Mum of the MCA is hereby amended
(1) replacing the reference to "'! 0 Business Days" with the language "15 days"; and (I!) replacing the reference to "60 Business Days" with the language "75 days*. 7) Amendment to Exhibit S. � 7 of g-yj2lbjt a
ftp�� of the MCA Is hereby amended by:
(1) replacing the reference to "seven Business Days" with the language "10 days"; and (11) replacing the reference to "three Business Days" with the language 'five days". aa) Amendment to Exhibit 10. The last page of egdAj6q� of 10 is h reby amended by ExhlbW L&noj a
replacing the reference to the Non -Disclosure Agreement provisions noted in Exhibit B with the following language:
',J1ZLF!MjT'jj : 16
3 Except as expressly modified by this Amendment No. 1, the MCA, as modified remains in full force and effect as originally executed. Any future reference to the MCA shall be deemed to be a reference to the MCA as amended by this Amendment No. I and as the same may, from time to time, be hereafter further modified in accordance with its terms.
't Thit Amendment No. 1 May be OxOduted in counterparts, each of which will be deemed an original, but all of whidl together will constitutti one and the titi4 Instrument.
IN WITNESS WHEREOF, the parties have caused this Amendm�zaf"- je representatives duly authorized.
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0=049i Diu...
DAWYN R HARRISON,
Interi n Q
By --
Teddy Low
Senior Deputy County Counsel
By,
Name:
City Attorney
ATTEST
By:
Name:
City Clerk
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Cod
By:
Name: SamehG
Its, �wenmchwPmgrammanagememow
"CITY"
CITY OF DOWNEY,
jLma-,
By:
Name: