COOPERATIVE AGREEMENT
BETWEEN CITY OF VILLA PARK AND CITY OF ORANGE
FOR FUNDING AND CONSTRUCTION OF THE
EAST CERRO VILLA DRIVE IMPROVEMENT PROJECT
FROM VALLEY DRIVE TO RAMA STREET
This COOPERATIVE AGREEMENT ("Agreement") is made and entered into this _day of 2023 ("Agreement"), by and between the CITY OF VILLA PARK ("Villa Park"), a municipal corporation in the State of California, and the CITY OF ORANGE (Orange"), a municipal corporation in the State of California (the "Parties").
RECITALS
A. East Cerro Villa Drive is an existing two-lane major collector street located on the border of Villa Park and Orange, laying partially in Villa Park and partially in Orange, as shown in the Project Location Map Attached as Exhibit "A" and incorporated herein by reference. East Cerro Villa Drive runs generally in an east west direction, Rama Street to Valley Drive.
B. The Parties agree that East Cerro Villa Drive is in need of rehabilitation, on portions of the street located in Villa Park as well in Orange (the "Project").
C. Project improvements will include: 1) traffic control; 2) asphalt concrete (AC) grinding; 3) AC overlay; 4) unclassified excavation; 5) AC dig-out repairs with deep lift pavement; 6) adjustment of surface grade utility boxes; 7) covers and vault lids; 8) pavement striping; 9) legends; 10) raised pavement markers; 11) sidewalks and 12) ADA ramps.
D. Villa Park will advertise the project and obtain a bid for the Project. The engineering estimate for that portion of the work to be performed in Orange is attached hereto as Exhibit "B" and incorporated herein. Orange acknowledges that the engineering estimate is subject to change based on the bids received.
E. The Parties agree that Villa Park shall take the lead in managing the Project and that Orange shall reimburse Villa Park for that portion of the work within Orange according to the provisions set forth herein.
F. Each Party has authorized sufficient funds in its budgets to cover the costs of the Project in its respective jurisdiction as specified herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals of fact, the mutual covenants and conditions contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:
1. Project Funding Obligations.
1.1. Subject to the limitations set forth in Section 1.3, Orange will be responsible for one hundred percent (100%) of the cost for those portions of the Project which occur within Orange ("Orange Portion"), as set forth in Exhibit "B" ("Orange's Costs"). Orange will pay Villa Park directly, upon invoice and statement of work completed.
1.2. Orange will be responsible for its pro-rata share for work performed within the boundaries of Orange, which is estimated at approximately 20% of the total Project cost set forth in Exhibit "B." Orange's final cost shall be based on the actual cost at completion.
1.3. If, based on the bid proposal, total costs to Orange are projected to exceed One Hundred Thousand Dollars ($100,000.00), Orange reserves the right to withdraw from this Agreement. Prior to withdrawal, Orange shall work with Villa Park to review the bid proposal, Orange Portion of work to be performed, and other provisions of the Project in order to reach agreement on, and potentially receive Orange City Manager or Orange City Council approval, as applicable, of any costs to Orange that exceed $100,000. The Orange City Manager has the express authority to approve increases up to $30,000, as authorized by the Orange Municipal Code.
1.4. Villa Park will be responsible for one hundred percent (100%) of the cost for those portions of the Project which occur within Villa Park ("Villa Park Portion"), as set forth in Exhibit "B" ("Villa Park's Costs"). Villa Park will also be responsible for the cost of the bid preparation, and all costs associated with Project management. Villa Park will pay the contractor directly and be reimbursed by Orange as provided in Section 2.1.
2. Payment Obligation
2.1. Orange shall pay for the Orange Portion based on its proportionate share of the actual pavement quantities as measured in the field. The contractor shall provide and verify such amounts to the satisfaction of Orange. In the event of a dispute over the pavement quantity allocations, the parties shall work cooperatively with the contractor to resolve such dispute.
3. Construction Responsibilities.
3.1. Project Engineer. Villa Park shall act as Project Engineer and be responsible or all tasks necessary to prepare construction plans, specifications, and cost estimate:
n accordance with all applicable criteria from Orange, Villa Park, the County of Orange and Caltrans.
3.2. Utility Relocation/Impacts. Villa Park and Orange shall work together to identify all conflicting utilities within the Project. Villa Park shall issue all utility relocation request letters or other communications with utilities.
3.3. Project Plans, Insurance & Warranties.
a. Villa Park has submitted Project plans and specifications and will submit the apparent winning contractor's bid proposal to Orange for review and approval. Orange has approved said Project plans and specifications. Orange shall not unreasonably withhold its approval of the bid proposal. All work completed in Orange shall be constructed per Orange's specifications.
b. Villa Park shall require the contractor to identify the City of Orange as an additional insured with insurance sufficiently broad to the satisfaction of Orange and an endorsement to that effect shall be provided to Orange. c. Villa Park shall require the contractor to pass through and assign all warranties to Orange associated with the Orange Portion of work.
3.4. Project Inspection. Orange shall have access to the Project at all times during construction for the purpose of inspection. Orange shall inspect the Orange Portion regularly. Orange shall cooperate with Villa Park on any joint inspections as requested by Villa Park. Should Orange deem any remedial work necessary, Orange shall notify Villa Park in writing thereof within three (3) business days of inspection, specifically describing the needed corrections and proposed remedial work. Orange shall be solely responsible for any remedial work that is not brought to Villa Park's attention in accordance with this paragraph.
3.5. Traffic Control. Traffic control for the Project may require road/lane closures and traffic signal management. The Parties agree that Villa Park shall take the lead in coordinating traffic control in and around the Project area and Orange shall work cooperatively with Villa Park in traffic management.
3.6. Permits.
a. Villa Park shall obtain any and all permits required for the Project, including encroachment permits and Caltrans permits.
b. Orange shall issue any required encroachment permits necessary for the Project at no charge.
3.7. Community Notification. Villa Park shall provide any and all required notification regarding the Project, including business and neighborhood community notifications.
Contract Change Orders. Orange shall process any contract change orders ('CCOs") deemed necessary by Villa Park for construction of the Project. If CCOs are needed within the Orange Portion, Orange shall review and approve such CCOs and provide a Project liaison, e.g., City Engineer, during construction to coordinate CCO approval. The City Engineer shall provide concurrence on CCOs within three (3) business days of Villa Park's submittal to Orange. If Orange fails to concur with or propose changes to a CCO within such time, such CCO shall be deemed approved.
3.9. Project Acceptance. Prior to Villa Park's acceptance of Project improvements and filing a notice of completion, Orange's City Engineer shall review and provide written approval of all Project work. The Project written approval shall only be withheld for work not completed in accordance with the construction contract documents for the Project, which uncompleted work shall be addressed during Orange's regular inspections as provided in Section 3.4. Villa Park shall furnish Orange with one set of record drawings for the completed Project and a copy of the filed notice of completion.
3.10. Orange's Obligations Post-Construction. Upon Orange's City Engineer written approval and Villa Park's final acceptance of the Project, Orange shall assume ownership, maintenance obligations and environmental mitigation responsibilities for the Orange Portion of the Project.
4. Miscellaneous Obligations.
4.1. Time is of the essence in the execution and performance of this Agreement
4.2. Indemnification & Hold Harmless. The Parties shall indemnify, defend with counsel approved in writing, save and hold each of its elected officials, officers, directors, agents and employees harmless from any and all claims, injuries, liabilities, actions, damages, losses or expenses, of every type and description to which they may be subjected arising out of any act or omission of, its employees, representatives, agents and independent contractors in connection with the implementation of the actions described in this Agreement.
4.3. Assignment. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties. No assignment of either Party's interest in this Agreement shall be made without the written consent of the other Party.
4.4. Entirety & Amendments. This Agreement contains the entire agreement between the Parties with respect to the matters provided for herein. No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the Parties; and no oral understanding or agreement not incorporated herein shall be binding on either of the Parties.
4.5. Severability. If any part of this Agreement is held, determined, or adjudicated to be illegal, void, or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible.
4.6. Notices. Notices or other communications which may be required or provided under the terms of this Agreement shall be given as follows:
CITY OF ORANGE CITY OF VILLA PARK
Public Works Department Public Works Department
300 E Chapman Ave 17855 Santiago Blvd
Orange, CA 92866 Villa Park, CA 92861
Attn: City Engineer Attn: City Engineer
All notices shall be in writing and deemed effective when delivered in person or deposited in the United States mail, first class postage prepaid and addressed as above.
Notwithstanding the above, the Parties may also provide notices by facsimile or email transmittal, and any such notice so given shall be deemed to have been given upon transmission during normal business hours or, in the event of transmission after business hours, on the following business day. Any notices, correspondence, reports and/or statements authorized or required by this Agreement, addressed in any other fashion shall be deemed not given
4.7. Governing Law & Venue. This Agreement shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394.
4.8. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
4.9. Termination. In the event Orange or Villa Park defaults in the performance of any of their obligations under this Agreement or materially breaches any of the provisions of this Agreement, the non-breaching Party shall have the option to terminate this Agreement upon thirty (30) days' prior written notice to the other Party. In the event the breaching Party cures such default within such thirty (30) day period, the election to terminate shall be deemed revoked and of no further force and effect as to that particular default.
4.10. Consent to Breach Not Waiver. No term or provision of this Agreement shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach IN WITNESS WHEREOF, each City has caused this Agreement to be executed by its respective mayor and attested by its respective Clerk on the dates written opposite their signatures, all thereunto duly authorized by their City Council respectively.
Date:_ 3/2/1023 CITY OF VILLA PARK,
a municipal corporation
By:
Rokerd ele
obert Pitts, Mayor
ATTEST: , /, APPROVED AS TO FORM
TODD LITFIN, CITY ATTORNEY
By / odd 0. fillin
Steve Franks, City Clerk City Attorney
Date: - CITY OF ORANGE,
a municipal corporation
By:
Daniel R. Slater, MAYOR
ATTEST: APPROVED AS TO FORM
Pamela Coleman, City Clerk Mary E. Binning, City Attorney
Exhibit "A"
Project Location Map
(Beneath this Sheet)
E. CERRO VILLA DR
RAMA ST
VALLEY PRIVE
VALLEY DRIVE
LEMON
IRTER ROAD CENTER DRIVE
MESA
JAMES ROAD CIR VILLA WOODS CIR
ROBBIE CIR
WINN CIR ROBIN WAY EASTWOOD
TAFT AVE
VICINITY MAP
NTS
Exhibit "B"
Cost Sharing Amount:
City of Villa Park/City of Orange
(Beneath this Sheet)
CITY OF VILLA PARK
CERRO VILLA REHABILITATION PROJECT
ITEM QUANTITY ITEM COST Villa Park Orange
DESCRIPTION UNIT UNIT PRICE
NO. 84% 16%
Mobilization LS $15,000.00 $12,600.00 $2,400.00
Traffic & Pedestrian Control,
Construction Phasing, Public LS $8,000.00 $8,000.00 $6,720.00 $1,280.00 Convenience & Safety
Furnish, Install, Maintain and
Remove Portable Changeable EA $3,000.00 $6,000.00 $5,040.00 $960.00 Message Signs (PCMS)
Project Identification Signs EA $2,000.00 $4,000.00 $3,360.00 $640.00 Construction Survey & Staking,
Including Monument Recovery and LS $6,400.00 $5,376.00 $1,024.00 setting Pre-construction ties per $6,400.00
County of Orange Requirements
Post Construction Set New
Centerline Monument & Ties
(Including Missing Monuments) 17 EA $2,000.00 $34,000.00 $28,560.00 $5,440.00 per City and County of Orange
Requirements, and File Corner
Records
Storm Water Pollution Prevention LS $5,000.00 $5,000.00 $4,200.00 $800.00 Plan & Implementation
Furnish Record Drawings LS $2,000.00 $2,000.00 $1,680.00 $320.00 Unclassified Excavation 16 CY $175.00 $2,800.00 $2,352.00 $448.00 Cold Mill Existing Pavement 1.5"
10 per Typical Sections & Details on 12,630 SY $4.10 $51,783.00 $43,497.72 $8,285.28 Sheet 2 of Plans
11 Asphalt Rubber Hot Mix (ARHM- 1,101 TON $95.00 | $104,595.00 $87,859.80 $16,735.20 GG-C PG 64-16)
Final CerroVilla ESTIMATES-11-14-2022 1 OF 3 3/1/2023
CITY OF VILLA PARK
CERRO VILLA REHABILITATION PROJECT
Dense Graded Asphalt Concrete
12 (DGAC) Base Course Pavement 34 TON $100.00 $3,400.00 $2,856.00 $544.00 Type B PG 70-10 (10% Max. RAP)
Asphalt Concrete (AC) Level
13 Course Pavement Type C2 PG 70- 360 TON $85.00 $30,600.00 $25,704.00 $4,896.00 10 (10% Max. RAP)
Adjust Water Valve Can and
14 Cover to Grade per City of Orange 13 EA $400.00 $5,200.00 $2,000.00 $3,200.00 Water Std. Dwg. No. OWD-101
Adjust Storm Drain Manhole
15 Frame and Cover to Grade in AC EA $650.00 $3,250.00 $2,730.00 $520.00 Pavement per SPPWC Std. Plan
No. 205-3
Adjust Sewer Manhole Frame and
16 Cover to Grade in AC Pavement EA $650.00 $4,550.00 $3,822.00 $728.00 per SPPWC Std. Plan No. 205-3
Sawcut & Remove Ex. From BCR
to ECR and Construct P.C.C. Curb
Ramp per City of Orange Std. Plan
17 No. 121, Type 2 with Retaining EA $4,500.00 $18,000.00 $0.00 $18,000.00 Curb (As Needed), with Transition
Sidewalk per Detail C on Sheet 2
& Detectable Warning Devices per
Federal & State ADA Guidelines
Sawcut & Remove Ex. and
18 Construct New 4" P.C.C. Sidewalk 100 SF $15.00 $1,500.00 $1,260.00 $240.00 per SPPWC Std. Plan No. 112-2
Final CerroVilla ESTIMATES-11-14-2022 2 OF 3 3/1/2023
CITY OF VILLA PARK
CERRO VILLA REHABILITATION PROJECT
Sawcut & Remove Ex. and
Construct New P.C.C. Curb &
19 Gutter per SPPWC Std. Plan No. 100 LF $50.00 $5,000.00 $4,200.00 $800.00 120-3 Type A2-8 over 6" CMB
(Modified to Variable Curb Face)
Sawcut & Remove Ex. and Construct
New PCC Curb & Gutter per SPPWC
Std. Plan No. 120-2, Type A2-8(200)
20 (w=2) Over 6" C.M.B. (Modified per 100 LF $55.00 $5,500.00 $4,620.00 $880.00 Plans Variable curb Face)
Sawcut & Remove Ex. and
21 Construct Slot Paving per Detail 400 SF $15.00 $6,000.00 $5,040.00 $960.00 "A" on Sheet 2 of Plans
Sawcut & Remove Ex. and
22 Construct P.C.C. Cross Gutter per 500 SF $30.00 $15,000.00 $12,600.00 $2,400.00 SPPWC Std. Plan No. 122-3
Traffic Signing, Thermoplastic
23 Striping, Curb Painting, Markings LS $9,600.00 $9,600.00 $8,064.00 $1,536.00 & Raised Pavement Markers
24 Over-excavation* 50 CY $75.00 $3,750.00 $3,150.00 $600.00 25 Crushed Miscellaneous Base(Over-| TON $35.00 $2,352.00 $448.00 excavation)* 80 $2,800.00
SUB-TOTAL $353,728.00 $279,643.52 $74,084.48
Contingencies 10% $35,372.80 $27,964.35| $7,408.45
Design $27,000.00 $21,000.00 $6,000.00
Construction Management $58,365.12 $46,141.18 $12,223.94 GRAND-TOTAL $447,465.92| $374,749.05 $99,716.87
Final CerroVilla ESTIMATES-11-14-2022 3 OF3 3/1/2023