ITEM 4.10
CITY MANAGER'S REPORT
FEBRUARY 12, 2024 CITY COUNCIL REGULAR MEETING
ITEM: APPROVE COOPERATIVE AGREEMENT WITH
CALTRANS TO COMPLETE THE PROJECT INITIATION
DOCUMENT PHASE FOR ROTH ROAD AND I-5
INTERCHANGE, CIP PS 14-04
RECOMMENDATION:
ransporaton (Catrans) to Complete the Protect
Initiation Document phase for the Roth Road and I-
5 Interchange, CIP PS 14-04
SUMMARY:
On November 13, 2023, City Council approved a Professional Consulting Services Agreement with Dokken Engineering, Inc. (Dokken Engineering) to complete the Project Initiation phase for the Roth Road and Interstate 5 (I-5) Interchange Capital Improvement Project (CIP) PS 14-04 (Project). During this phase, a Project Initiation Document (PID) will be prepared to define the scope of work for traffic and environmental studies and to review the feasible design alternatives for this interchange project.
The Project Initiation is also the first project phase in developing a planning process toward interchange improvements and approval from the California Department of Transportation (Caltrans). Pursuant to State and federal laws, Caltrans requires a cooperative agreement to establish the rights, duties, decisions, and commitments made with the City of Lathrop (City) for planning, designing, and constructing the Project.
Caltrans drafted a standard cooperative agreement (Attachment B) in accordance with the State's Project Development Procedures Manual. With collaboration from Dokken Engineering, staff reviewed and agreed with the scope, cost, and schedule established within the cooperative agreement.
Staff is requesting City Council approves the cooperative agreement with Caltrans for the Roth Road and I-5 Interchange project. The cost associated with this cooperative agreement is $60,000. Sufficient funds have been allocated to the Project within Fiscal Year (FY) 2023-24.
BACKGROUND:
The City contracted Dokken Engineering to prepare the PID to define the scope of work for traffic and environmental studies for the Roth Road and I-5 Interchange Project. The Project Initiation is also the first project phase in developing a planning process and approval from Caltrans toward interchange improvements.
CITY MANAGER'S REPORT
FEBRUARY 12, 2024 CITY COUNCIL REGULAR MEETING
APPROVE COOPERATIVE AGREEMENT WITH CALTRANS TO COMPLETE THE PROJECT INITIATION DOCUMENT PHASE FOR ROTH ROAD AND I-5 INTERCHANGE, CIP PS 14-04
Pursuant to State and federal laws, a cooperative agreement between the City and Caltrans is required to establish the rights, duties, and decisions for planning, designing, and constructing the Project. The Cooperative Agreement will ensure that agencies complete their obligations according to Caltrans' policies and procedures, applicable Federal Highway Administration (FHWA) policies and procedures, and State and federal laws.
Caltrans prepared the standard cooperative agreement (Attachment B) in accordance with the State's Project Development Procedures Manual. Staff and Dokken Engineering reviewed and agreed with the scope, cost, and schedule established within the cooperative agreement. Thus, staff requests City Council to approve the cooperative agreement with Caltrans for the Roth Road and I-5 Interchange project.
REASON FOR RECOMMENDATION:
According to California Streets and Highways Code Section 114, a Cooperative Agreement is required between the City and Caltrans prior to initiating the process to complete the PID phase. The Agreement will set forth the expectations and responsibilities for completing the first project phase of the Roth Road and I-5 Interchange Project.
FISCAL IMPACT:
The cost associated with this cooperative agreement is $60,000. Sufficient funds have been approved in the adopted FY 2023-24 budget to fund the cooperative agreement.
ATTACHMENTS:
A. Resolution to Approve a Cooperative Agreement with the California Department of Transportation (Caltrans) to complete the Project Initiation Document phase for the Roth Road and I-5 Interchange, CIP PS 14-04 B. Cooperative Agreement between the California Department of Transportation (Caltrans) and the City of Lathrop to Complete the Project Initiation Document Phase for Roth Road and I-5 Interchange, CIP PS 14-04
CITY MANAGER'S REPORT PAGE 3
FEBRUARY 12, 2024 CITY COUNCIL REGULAR MEETING
APPROVE COOPERATIVE AGREEMENT WITH CALTRANS TO COMPLETE THE PROJECT INITIATION DOCUMENT PHASE FOR ROTH ROAD AND I-5 INTERCHANGE, CIP PS 14-04
APPROVALS:
Varia 1-17-2024
Angel Abarca Date
Assistant Engineer
1/17/2024
Date
City Engineer
eNDs 1/1/2027
Cari James Date
Finance Director
1-17-2024
Michael King Date
Assistant City Manager
1-17-2024
Salvador Navarrete Date
City Attorney
2/5/24
Stepnen J. Salvatore Date
City Manager
RESOLUTION NO. 24 -
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP TO
APPROVE A COOPERATIVE AGREEMENT WITH THE CALIFORNIA
DEPARTMENT OF TRANSPORTATION (CALTRANS) TO COMPLETE THE PROJECT INITIATION DOCUMENT PHASE FOR ROTH ROAD AND I-5 INTERCHANGE, CIP PS 14-04
WHEREAS, on November 13, 2023, City Council approved a Professional Consulting Services Agreement with Dokken Engineering, Inc. (Dokken Engineering) to complete the Project Initiation phase for the Roth Road and Interstate 5 (I-5) Interchange Capital Improvement Project (CIP) PS 14-04 (Project); and WHEREAS, during this phase, a Project Initiation Document (PID) will be prepared to define the scope of work for traffic and environmental studies and to review the feasible design alternatives for this interchange project WHEREAS, the Project Initiation is also the first project phase in developing a planning process toward interchange improvements and approval from the California Department of Transportation (Caltrans); and WHEREAS, pursuant to State and federal laws, Caltrans requires a cooperative agreement to establish the rights, duties, decisions, and commitments made with the City of Lathrop (City) for planning, designing, and constructing the Project; and
WHEREAS, Caltrans drafted a standard cooperative agreement in accordance with the State's Project Development Procedures Manual; and WHEREAS, with collaboration from Dokken Engineering, staff reviewed and agreed with the scope, cost, and schedule established within the cooperative agreement; and
WHEREAS, staff is requesting City Council approves the cooperative agreement with Caltrans for the Roth Road and I-5 Interchange project; and WHEREAS, the cost associated with this cooperative agreement is $60,000.
Sufficient funds have been allocated to the Project within Fiscal Year (FY) 2023-24; thus there is no fiscal impact.
NOW THEREFORE, BE IT RESOLVED, that the City Council of the City of Lathrop does hereby approve a Cooperative Agreement with the Department of Transportation Caltrans to complete the Project Initiation Document (PID) Phase for Roth Road and I-5 Interchange, CIP PS 14-04.
The foregoing resolution was passed and adopted this 12th day of February 2024, by the following vote of the City Council, to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
Sonny Dhaliwal, Mayor
ATTEST: APPROVED AS TO FORM:
Teresa Vargas, City Clerk Salvador Navarrete, City Attorney DRAFT Agreement No. 10-0577
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ATTACHMENT
"B"
COOPERATIVE AGREEMENT COVER SHEET
Work Description
THE CONSTRUCTION OF A NEW INTERCHANGE AT ROTH ROAD AND INTERSTATE 5 IN SAN JOAQUIN COUNTY IN AND NEAR THE CITY OF LATHROP AT POST MILE R19.6 Contact Information
The information provided below indicates the primary contact information for each PARTY to this AGREEMENT. PARTIES will notify each other in writing of any personnel or location changes. Contact information changes do not require an amendment to this AGREEMENT.
CALTRANS DRAFT
Charlie Do, Project Manager
1976 E. Dr. Martin Luther King Jr. Blvd
Stockton, CA 95205
Office Phone: (209) 986-0692
Mobile Phone: (209) 986-0692
Email: [email protected]
CITY OF LATHROP
Angel Abarca, Assistant Engineer
390 Towne Centre Dr
Lathrop, CA 95330
Office Phone: (209) 941-7498
Mobile Phone: (209) 992-1466
Email: [email protected]
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Table of Contents
COOPERATIVE AGREEMENT COVER SHEET.... ..1
Work Description ...1
Contact Information ...1
CALTRANS ...1
CITY OF LATHROP. ..1
COOPERATIVE AGREEMENT ..4
RECITALS ...4
RESPONSIBILITIES 5
Sponsorship. 5
Implementing Agency
Funding DRAFT 6
CALTRANS' Quality Management 6
Project Initiation Document (PID) ...7
Additional Provisions. 8
Standards 8
Noncompliant Work .. 8
Qualifications.. 9
Consultant Selection..
Encroachment Permits,
Protected Resources... ...9
Disclosures... ...9
Hazardous Materials. .10
Claims ....10
Accounting and Audits. ..10
Interruption of Work 11
Penalties, Judgments and Settlements... ..11
GENERAL CONDITIONS ....11
Venue ....12
Exemptions ..12
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Indemnification 12
Non-parties 12
Ambiguity and Performance 13
Defaults... 13
Dispute Resolution
Prevailing Wage
REIMBURSEMENT SUMMARY
Funding....
Invoicing and Payment ...17
Project Initiation Document (PID) . ...17
SIGNATURES.. ...1
DRAFT
Agreement No. 10-0577 | 10-SJ-5 | EA: 10-15760
DRAFT Agreement No. 10-0577
Project No.: 1024000122
EA: 10-15760
10-SJ-5-R19.6
COOPERATIVE AGREEMENT
This AGREEMENT, executed on and effective from _ is between the State of California, acting through its Department of Transportation, referred to as CALTRANS, and:
City of Lathrop, a body politic and municipal corporation or chartered city of the State of California, referred to hereinafter as CITY.
An individual signatory agency in this AGREEMENT is referred to as a PARTY. Collectively, the signatory agencies in this AGREEMENT are referred to as PARTIES.
RECITALS
1. PARTIES are authorized to enter into a cooperatiye agreement for improvements to the State Highway System (SHS) per the C Peni Streets and Highways Code, Sections 114 and 130 and California Government Code, Section 6508
2. For the purpose of this AGREEMENT, the construction of a new interchange at Roth Road and Interstate 5 in San Joaquin County in and near the City of Lathrop at Post Mile R19.6, will be referred to hereinafter as PROJECT. CITY desires that a Project Initiation Document (PID) be developed for the PROJECT. The Project Initiation Document will be a Project Study Report- Project Development Support (PSR-PDS).
All obligations and responsibilities assigned in this AGREEMENT to complete the following PROJECT COMPONENT will be referred to hereinafter as WORK:
• PROJECT INITIATION DOCUMENT (PID)
Each PROJECT COMPONENT is defined in the CALTRANS Workplan Standards Guide as a distinct group of activities/products in the project planning and development process.
4. The term AGREEMENT, as used herein, includes this document and any attachments, exhibits, and amendments.
This AGREEMENT is separate from and does not modify or replace any other cooperative agreement or memorandum of understanding between the PARTIES regarding the PROJECT.
PARTIES intend this AGREEMENT to be their final expression that supersedes any oral understanding or writings pertaining to the WORK. The requirements of this AGREEMENT will preside over any conflicting requirements in any documents that are made an express part of this AGREEMENT.
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If any provisions in this AGREEMENT are found by a court of competent jurisdiction to be, or are in fact, illegal, inoperative, or unenforceable, those provisions do not render any or all other AGREEMENT provisions invalid, inoperative, or unenforceable, and those provisions will be automatically severed from this AGREEMENT.
Except as otherwise provided in the AGREEMENT, PARTIES will execute a written amendment if there are any changes to the terms of this AGREEMENT.
AGREEMENT will terminate 180 days after PID is signed by PARTIES or as mutually agreed by PARTIES in writing. However, all indemnification articles will remain in effect until terminated or modified in writing by mutual agreement.
5. No PROJECT deliverables have been completed prior to this AGREEMENT.
6. In this AGREEMENT capitalized words represent defined terms, initialisms, or acronyms.
PARTIES hereby set forth the terms, covenants, and conditions of this AGREEMENT.
DRAFT
RESPONSIBILITIES
Sponsorship
8. A SPONSOR is responsible for establishing the scope of the PROJECT and securing the financial resources to fund the WORK. A SPONSOR is responsible for securing additional funds when necessary or implementing PROJECT changes to ensure the WORK can be completed with the funds committed in this AGREEMENT.
PROJECT changes, as described in the CALTRANS Project Development Procedures Manual, will be approved by CALTRANS as the owner/operator of the State Highway System.
CITY is the SPONSOR for the WORK in this AGREEMENT.
Implementing Agency
10. The IMPLEMENTING AGENCY is the PARTY responsible for managing the scope, cost, schedule, and quality of the work activities and products of a PROJECT COMPONENT. • CITY is the Project Initiation Document (PID) IMPLEMENTING AGENCY.
The PID identifies the PROJECT need and purpose, stakeholder input, project alternatives, anticipated right-of-way requirements, preliminary environmental analysis, initial cost estimates, and potential funding sources.
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11. CITY will provide a Quality Management Plan (QMP) for the WORK in every PROJECT COMPONENT that they are implementing. The QMP describes the IMPLEMENTING AGENCY's quality policy and how it will be used. The QMP will include a process for resolving disputes between the PARTIES at the team level. The QMP is subject to CALTRANS review and concurrence.
12. Any PARTY responsible for completing WORK will make its personnel and consultants that prepare WORK available to help resolve WORK-related problems and changes for the entire duration of the PROJECT including PROJECT work that may occur under separate agreements.
Funding
13. CITY is the only PARTY committing funds in this AGREEMENT and will fund the cost of the WORK in accordance with this AGREEMENT.
If, in the future, CALTRANS is allocated state funds and Personnel Years (PYs) for PID review or development of this PROJECT, PARTIES will agree to amend this AGREEMENT to change the reimbursement arrangements eyEW STi
Funding sources, PARTIES commitme funding amounts, and invoicing/payment details are documented in the Funding Summary section of this AGREEMENT.
15. PARTIES will not be reimbursed for costs beyond the funding commitments in this AGREEMENT.
16. Unless otherwise documented in the Funding Summary, overall liability for project costs within a PROJECT COMPONENT, subject to program limitations, will be in proportion to the amount contributed to that PROJECT COMPONENT by each fund type.
17. Unless otherwise documented in the Funding Summary, any savings recognized within a PROJECT COMPONENT will be credited or reimbursed, when allowed by policy or law, in proportion to the amount contributed to that PROJECT COMPONENT by each fund type.
18. WORK costs, except those that are specifically excluded in this AGREEMENT, are to be paid from the funds obligated in the Reimbursement Summary. Costs that are specifically excluded from the funds obligated in this AGREEMENT are to be paid by the PARTY incurring the costs from funds that are independent of this AGREEMENT.
CALTRANS' Quality Management
19. CALTRANS, as the owner/operator of the State Highway System (SHS), will perform quality management work including Quality Management Assessment (QMA) and owner/operator approvals for the portions of WORK within the existing and proposed SHS right-of-way.
20. CALTRANS' Quality Management Assessment (QMA) efforts are to ensure that CITY's quality assurance results in WORK that is in accordance with the applicable standards and the PROJECT's Agreement No. 10-0577 | 10-SJ-5 | EA: 10-15760
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quality management plan (QMP). QMA does not include any efforts necessary to develop or deliver WORK or any validation by verifying or rechecking WORK.
When CALTRANS performs QMA, it does so for its own benefit. No one can assign liability to CALTRANS due to its QMA.
21. CALTRANS, as the owner/operator of the State Highway System, will approve WORK products in accordance with CALTRANS policies and guidance and as indicated in this AGREEMENT.
22. CITY will provide WORK-related products and supporting documentation upon CALTRANS' request for the purpose of CALTRANS' quality management work.
Project Initiation Document (PID)
23. As the PID IMPLEMENTING AGENCY, CITY is responsible for all PID WORK except those activities and responsibilities that are assigned to another PARTY in this AGREEMENT and those activities that may be specifically excluded.
Should CITY request CALTRA P portion of PID preparation work, except as otherwise set forth in this AGREEMENT, CITY agrees to reimburse CALTRANS for such work and PARTIES will amend this AGREEMENT.
25. CALTRANS will be responsible for completing the following PID activities:
AGREEMENT
CALTRANS Work Breakdown Structure Identifier (If Applicable) Funded Cost 100.05.10.xx Quality Management YES
150.05.05.xx Review of Existing Reports, Data, Studies, and Mapping YES 150.25.20 PID Circulation, Review, and Approval YES
26. CALTRANS will provide relevant existing proprietary information and maps related to:
• Geologic and Geotechnical information
• Utility information
• Environmental constraints
• Traffic modeling/forecasts
• Topographic and Boundary surveys
• As-built centerline and existing right-of-way
Due to the potential for data loss or errors, CALTRANS will not convert the format of existing proprietary information or maps.
27. When required, CALTRANS will perform pre-consultation with appropriate resource agencies in order to reach consensus on need and purpose, avoidance alternatives, and feasible alternatives.
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28. CALTRANS will actively participate in the Project Delivery Team meetings.
29. The PID will be signed on behalf of CITY by a Civil Engineer registered in the State of California.
30. CALTRANS will review and approve the Project Initiation Document (PID) as required by California Government Code, Section 65086.5.
CALTRANS will complete a review of the draft PID and provide its comments to CITY within 60 calendar days from the date CALTRANS received the draft PID from CITY. CITY will address the comments provided by CALTRANS. If any interim reviews are requested of CALTRANS by CITY, CALTRANS will complete those reviews within 30 calendar days from the date CALTRANS received the draft PID from CITY.
After CITY revises the PID to address all of CALTRANS' comments and submits the revised draft PID and all related attachments and appendices, CALTRANS will complete its review and final determination of the revised draft PID within 30 calendar days from the date CALTRANS received the revised draft PID from CITY. Should CALTRANS require supporting data necessary to defend facts or claims cited in the revised arafRDICTy will provide all available supporting data in a reasonable time so that CALTRARS4nacconcludelits review. The 30 day CALTRANS review period will be stalled during that time and will continue to run after CITY provides the required data.
No liability will be assigned to CALTRANS, its officers and employees by CITY under the terms of this AGREEMENT or by third parties by reason of CALTRANS' review and approval of the PID.
Additional Provisions
Standards
31. PARTIES will perform all WORK in accordance with federal and California laws, regulations, and standards; Federal Highway Administration (FHWA) standards; and CALTRANS standards.
CALTRANS standards include, but are not limited to, the guidance provided in the:
CADD Users Manual
• CALTRANS policies and directives
• Plans Preparation Manual
• Project Development Procedures Manual (PDPM)
• Workplan Standards Guide
• Encroachment Permits Manual
Noncompliant Work
32. CALTRANS retains the right to reject noncompliant WORK. CITY agrees to suspend WORK upon request by CALTRANS for the purpose of protecting public safety, preserving property rights, and ensuring that all WORK is in the best interest of the State Highway System.
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Qualifications
33. Each PARTY will ensure that personnel participating in WORK are appropriately qualified or licensed to perform the tasks assigned to them.
Consultant Selection
34. CITY will invite CALTRANS to participate in the selection of any consultants that participate in the WORK.
Encroachment Permits
35. CALTRANS will issue, upon proper application, the encroachment permits required for WORK within State Highway System (SHS) right-of-way. CITY, their contractors, consultants, agents, and utility owners will not work within the SHS right-of-way without an encroachment permit which specifically allows them to do so. CALTRANS will provide encroachment permits to CITY at no cost. CALTRANS will provide encroachment permits to utility owners at no cost. If the encroachment permit and this AGREEMENT conflict, the requirements of this AGREEMENT will prevail. DRAFT
36. The IMPLEMENTING AGENCY for a PROJECT COMPONENT will coordinate, prepare, obtain, implement, renew, and amend any encroachment permits needed to complete the WORK.
Protected Resources
37. If any PARTY discovers unanticipated cultural, archaeological, paleontological, or other protected resources during WORK, all WORK in that area will stop and that PARTY will notify all PARTIES within 24 hours of discovery. WORK may only resume after a qualified professional has evaluated the nature and significance of the discovery and CALTRANS approves a plan for its removal or protection.
Disclosures
38. PARTIES will hold all administrative drafts and administrative final reports, studies, materials, and documentation relied up and produced, created, or pied for of loki corteen to the Section 7921.505(c)(5) will protect the confidentiality of such documents in the event that said documents are shared between PARTIES.
PARTIES will not distribute, release, or share said documents with anyone other than employees, agents, and consultants who require access to complete the WORK without the written consent of the PARTY authorized to release them, unless required or authorized to do so by law.
39. If a PARTY receives a public records request pertaining to the WORK, that PARTY will notify PARTIES within five (5) working days of receipt and make PARTIES aware of any disclosed public records.
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Hazardous Materials
40. If any hazardous materials, pursuant to Health and Safety Code 25260(d), are found within the PROJECT limits, the discovering PARTY will notify all other PARTIES within twenty-four (24) hours of discovery.
41. PARTIES agree to consider alternatives to PROJECT scope and/or alignment, to the extent practicable, in an effort to avoid any known hazardous materials within the proposed PROJECT limits.
42. If hazardous materials are discovered within PROJECT limits, but outside of State Highway System right-of-way, it is the responsibility of CITY in concert with the local agency having land use jurisdiction over the property, and the property owner, to remedy before CALTRANS will acquire or accept title to such property.
Claims
43. Any PARTY that is responsible for completing WORK may accept, reject, compromise, settle, or litigate claims arising from the ORRwithout soncurrence from the other PARTI
44. PARTIES will confer on any claim that may affect the WORK or PARTIES' liability or responsibility under this AGREEMENT in order to retain resolution possibilities for potential future claims. No PARTY will prejudice the rights of another PARTY until after PARTIES confer on the claim.
45. If the WORK expends state or federal funds, each PARTY will comply with the Federal Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards of 2 CFR, Part 200. PARTIES will ensure that any for-profit consultant hired to participate in the WORK will comply with the requirements in 48 CFR, Chapter 1, Part 31. When state or federal funds are expended on the WORK these principles and requirements apply to all funding types included in this AGREEMENT.
Accounting and Audits
46. PARTIES will maintain, and will ensure that any consultant hired by PARTIES to participate in WORK will maintain, a financial management system that conforms to Generally Accepted Accounting Principles (GAAP), and that can properly accumulate and segregate incurred PROJECT costs and billings.
47. PARTIES will maintain and make available to each other all WORK-related documents, including financial data, during the term of this AGREEMENT.
PARTIES will retain all WORK-related records for three (3) years after the final voucher.
PARTIES will require that any consultants hired to participate in the WORK will comply with this Article.
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48. PARTIES have the right to audit each other in accordance with generally accepted governmental audit standards.
CALTRANS, the State Auditor, FHWA (if the PROJECT utilizes federal funds), and CITY will have access to all WORK-related records of each PARTY, and any consultant hired by a PARTY to participate in WORK, for audit, examination, excerpt, or transcription.
The examination of any records will take place in the offices and locations where said records are generated and/or stored and will be accomplished during reasonable hours of operation. The auditing PARTY will be permitted to make copies of any WORK-related records needed for the audit.
The audited PARTY will review the draft audit, findings, and recommendations, and provide written comments within thirty (30) calendar days of receipt.
Upon completion of the final audit, PARTIES have forty-five (45) calendar days to refund or invoice as necessary in order to satisfy the obligation of the audit.
Any audit dispute not resolvel Do RARES B subject to mediation. Mediation will follow the process described in the General Conditions section of this AGREEMENT.
49. If the WORK expends state or federal funds, each PARTY will undergo an annual audit in accordance with the Single Audit Act in the Federal Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards as defined in 2 CFR, Part 200.
50. When a PARTY reimburses a consultant for WORK with state or federal funds, the procurement of the consultant and the consultant overhead costs will be in accordance with the Local Assistance Procedures Manual, Chapter 10.
Interruption of Work
51. If WORK stops for any reason, IMPLEMENTING AGENCY will place the PROJECT right-of-way in a safe and operable condition acceptable to CALTRANS.
Penalties, Judgments and Settlements
52. The cost of awards, judgments, fines, interest, penalties, attorney's fees, and/or settlements generated by the WORK are considered WORK costs.
53. Any PARTY whose action or lack of action causes the levy of fines, interest, or penalties will indemnify and hold all other PARTIES harmless per the terms of this AGREEMENT.
GENERAL CONDITIONS
54. All portions of this AGREEMENT, including the RECITALS section, are enforceable.
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Venue
55. PARTIES understand that this AGREEMENT is in accordance with and governed by the Constitution and laws of the State of California. This AGREEMENT will be enforceable in the State of California.
Any PARTY initiating legal action arising from this AGREEMENT will file and maintain that legal action in the Superior Court of the county in which the CALTRANS district office that is signatory to this AGREEMENT resides, or in the Superior Court of the county in which the PROJECT is physically located.
Exemptions
56. AlI CALTRANS' obligations and commitments under this AGREEMENT are subject to the appropriation of resources by the Legislature, the State Budget Act authority, programming and allocation of funds by the California Transportation Commission (CTC).
Indemnification
57. Neither CALTRANS nor any off its 20 Re/And emgloyees, are responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by CITY, its contractors, sub-contractors, and/or its agents under or in connection with any work, authority, or jurisdiction conferred upon CITY under this AGREEMENT. It is understood and agreed that CITY, to the extent permitted by law, will defend, indemnify, and save harmless CALTRANS and all of their officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, but not limited to, tortious, contractual, inverse condemnation, or other theories and assertions of liability occurring by reason of anything done or omitted to be done by CITY, its contractors, sub-contractors, and/or its agents under this AGREEMENT.
58. Neither CITY nor any of its officers and employees, are responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by CALTRANS, its contractors, sub-contractors, and/or its agents under or in connection with any work, authority, or jurisdiction conferred upon CALTRANS under this AGREEMENT. It is understood and agreed that CALTRANS, to the extent permitted by law, will defend, indemnity, and save harmless CITY and all of their officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, but not limited to, tortious, contractual, inverse condemnation, or other theories and assertions of liability occurring by reason of anything done or omitted to be done by CALTRANS, its contractors, sub-contractors, and/or its agents under this AGREEMENT.
Non-parties
59. PARTIES do not intend this AGREEMENT to create a third- party beneficiary or define duties, obligations, or rights for entities in PARTIES not signatory to this AGREEMENT. PARTIES do not Agreement No. 10-0577 | 10-SJ-5 | EA: 10-1S760
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intend this AGREEMENT to affect their legal liability by imposing any standard of care for fulfilling the WORK different from the standards imposed by law.
60. PARTIES will not assign or attempt to assign obligations to entities not signatory to this AGREEMENT without an amendment to this AGREEMENT.
Ambiguity and Performance
61. Neither PARTY will interpret any ambiguity contained in this AGREEMENT against the other PARTY. PARTIES waive the provisions of California Civil Code, Section 1654.
A waiver of a PARTY's performance under this AGREEMENT will not constitute a continuous waiver of any other provision.
62. A delay or omission to exercise a right or power due to a default does not negate the use of that right or power in the future when deemed necessary.
Defaults DRAFT
63. If any PARTY defaults in its performance of the WORK, a non-defaulting PARTY will request in writing that the default be remedied within thirty (30) calendar days. If the defaulting PARTY fails to do so, the non-defaulting PARTY may initiate dispute resolution.
Dispute Resolution
64. PARTIES will first attempt to resolve AGREEMENT disputes at the PROJECT team level as described in the Quality Management Plan. If they cannot resolve the dispute themselves, the CALTRANS District Director and the Executive Officer of CITY will attempt to negotiate a resolution. If PARTIES do not reach a resolution, PARTIES' legal counsel will initiate mediation. PARTIES agree to participate in mediation in good faith and will share equally in its costs.
Neither the dispute nor the mediation process relieves PARTIES from full and timely performance of the WORK in accordance with the terms of this AGREEMENT. However, if any PARTY stops fulfilling its obligations, any other PARTY may seek equitable relief to ensure that the WORK continues.
Except for equitable relief, no PARTY may file a civil complaint until after mediation, or forty-five (45) calendar days after filing the written mediation request, whichever occurs first.
PARTIES will file any civil complaints in the Superior Court of the county in which the CALTRANS District Office signatory to this AGREEMENT resides or in the Superior Court of the county in which the PROJECT is physically located.
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65. PARTIES maintain the ability to pursue alternative or additional dispute remedies if a previously selected remedy does not achieve resolution.
Prevailing Wage
66. When WORK falls within the Labor Code § 1720(a)(1) definition of "public works" in that it is construction, alteration, demolition, installation, or repair; or maintenance work under Labor Code § 1771, PARTIES will conform to the provisions of Labor Code 55 1720-1815, and all applicable provisions of California Code of Regulations, Title 8, Division 1, Chapter 8, Subchapter 3, Articles 1-7. PARTIES will include prevailing wage requirements in contracts for public work and require contractors to include the same prevailing wage requirements in all subcontracts.
Work performed by a PARTY's own employees is exempt from the Labor Code's Prevailing Wage requirements.
If WORK is paid for, in whole or part, with federal funds and is of the type of work subject to wilconform to the provisions of the Davis-Baco
When applicable, PARTIES will include federal prevailing wage requirements in contracts for public works. WORK performed by a PARTY's employees is exempt from federal prevailing wage requirements.
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REIMBURSEMENT SUMMARY
FUNDING TABLE
IMPLEMENTING AGENCY: CITY
Source Fund Type PID Totals
LOCAL CITY Local $50,000 $50,000
Totals $50,000 $50,000
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SPENDING TABLE
PID
Fund Type CALTRANS CITY Totals
Local $50,000 $50,000
Totals $50,000 $50,000
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Funding
67. Per the State Budget Act of 2012, Chapter 603, amending item 2660-001-0042 of Section 2.00, the cost of any engineering support performed by CALTRANS towards any local government agency-sponsored PID project will only include direct costs. Indirect or overhead costs will not be applied during the development of the PID document.
Invoicing and Payment
68. PARTIES will invoice for funds where the SPENDING TABLE shows that one PARTY provides funds for use by another PARTY. PARTIES will pay invoices within forty-five (45) calendar days of receipt of invoice when not paying with Electronic Funds Transfer (EFT). When paying with EFT, CITY will pay invoices within five (5) calendar days of receipt of invoice.
69. If CITY has received EFT certification from CALTRANS then CITY will use the EFT mechanism and follow all EFT procedures to pay all invoices issyed from CALTRANS.
70. When a PARTY is reimbursed todactualcost invalces will be submitted each month for the prior month's expenditures. After all PROJECT COMPONENT WORK is complete, PARTIES will submit a final accounting of all PROJECT COMPONENT costs. Based on the final accounting, PARTIES will invoice or refund as necessary to satisfy the financial commitments of this AGREEMENT.
Project Initiation Document (PID)
71. CALTRANS will invoice CITY for a $5,000 initial deposit after execution of this AGREEMENT and forty-five (45) working days prior to the commencement of PROJECT INITIATION DOCUMENT (PID expenditures. This deposit represents two (2) months' estimated costs.
Thereafter, CALTRANS will invoice and CITY will reimburse for actual costs incurred and paid.
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SIGNATURES
PARTIES are authorized to enter into this AGREEMENT and have delegated to the undersigned the authority to execute this AGREEMENT on behalf of the respective agencies and hereby covenants to have followed all the necessary legal requirements to validly execute this AGREEMENT. By signing below, the PARTIES each expressly agree to execute this AGREEMENT electronically.
The PARTIES acknowledge that executed copies of this AGREEMENT may be exchanged by facsimile or email, and that such copies shall be deemed to be effective as originals.
STATE OF CALIFORNIA DEPARTMENT
OF TRANSPORTATION CITY OF LATHROP
Eric Mather Stephen J. Salvatore
Acting District Director City Manager
Verification of Funds and Authority: Approved as to Form and Procedure:
3 X
Michelle Ishaya Salvador Navarrete
District Budget Manager City Attorney
Certified as to financial terms and policies: Attest:
Lai Saephan Teresa Vargas
HQ Accounting Supervisor City Clerk
Approved as to form and procedure:
HQ Legal Representative
HQ Legal Rep Title
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