1 AMENDMENT NO. 2 TO
2 COOPERATIVE AGREEMENT NO. C-6-1117
3 BETWEEN
4 ORANGE COUNTY TRANSPORTATION AUTHORITY
5 AND
6 CITY OF PLACENTIA
7 FOR DESIGN AND CONSTRUCTION OF A
8 PLACENTIA METROLINK COMMUTER RAIL STATION
9 THIS AMENDMENT NO. 2 is effective this day of 2022, by and 10 between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange 11 California 92863-1584, a public corporation of the State of California (herein referred to as "AUTHORITY") 12 and City of Placentia, a public corporation of the State of California (hereinafter referred to as "CITY") 13 each individually known as "PARTY" and collectively known as the "Parties". 14 RECITALS:
15 WHEREAS, by Cooperative Agreement No. C-6-1117 dated August 1, 2016, as last changed by 16 Amendment No. 1 dated July 1, 2020, AUTHORITY and CITY entered into an agreement to define roles, 17 responsibilities and funding for the design and construction of a Metrolink commuter rail station (herein 18 after referred to as "STATION"), formerly known as the Westgate Metrolink Station, in the City of Placentia 19 which will include the design and construction of station platforms, parking with approximately 300 20 spaces, a station track, station passenger amenities, street improvements, bus stops, and other 21 appurtenant improvements (herein after referred to as "PROJECT"); and 22 WHEREAS, AUTHORITY's Board of Directors adopted a comprehensive funding strategy and 23 policy direction plan on November 21, 2005, to support implementation for all rail service improvements 24 addressed herein; and
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AMENDMENT NO. 2 TO
COOPERATIVE AGREEMENT NO. C-6-1117
1 WHEREAS, the AUTHORITY and CITY executed Amendment No.1 on July 1, 2020, to extend 2 the term through May 31, 2022 or final acceptance of the PROJECT, whichever is later, or until terminated 3 by either party; and
4 WHEREAS, the AUTHORITY and CITY now agree that due to the delay in obtaining final 5 approval from Burlington Northern Santa Fe Railway (BNSF) to proceed to construction on the 6 PROJECT, the term of the Agreement should be extended an additional five (5) years through May 31, 7 2027 based on mutual consent of Parties; and
8 WHEREAS, the CITY acknowledges that AUTHORITY shall not construct a parking structure 9 without constructing a Metrolink Station and vice versa; and 10 WHEREAS, the AUTHORITY and CITY now agree to modify specific provisions of the Agreement 11 regarding responsibilities of the Parties and funding. 12 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY that 13 Cooperative Agreement No. C-6-1117 is hereby amended a second time in the following particulars only:
14 1. Amend RECITALS, the sixth WHEREAS, page 2 of 14, lines 12-14 to delete in its entirety. 15 2. Amend ARTICLE 3. RESPONSIBILITIES OF AUTHORITY, pages 4-6 of 14, paragraph Q, 16 to in its entirety and in lieu thereof insert:
17 "Q. Send CITY electronic copies of invoices and proof of payment related to AUTHORITY's 18 expenditures towards construction progress payments up to Four Million Four Hundred Thousand Dollars 19 ($4,400,000) and concurrently invoice CITY for its construction cost share up to Four Million Four 20 Hundred Thousand Dollars ($4,400,000).
21 3. Amend ARTICLE 4. RESPONSIBILITIES OF CITY, pages 6-9 of 14, paragraph L, to delete 22 in its entirety and in lieu thereof insert:
23 " L. CITY will pay invoices within 30 days of receipt for the CITY's proportional amount for its 24 project construction cost share amount of Four Million Four Hundred Thousand Dollars ($4,400,000) as 25 invoiced by AUTHORITY in conjunction with monthly construction progress payments made to the 26 contractor during the course of construction of the PROJECT."
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AMENDMENT NO. 2 TO
COOPERATIVE AGREEMENT NO. C-6-1117
4. Amend ARTICLE 6. MAXIMUM OBLIGATION, page 10 of 14, to delete in its entirety, and in lieu thereof insert:
"Notwithstanding any provisions of this Agreement to the contrary, AUTHORITY and CITY mutually agree that AUTHORITY's estimated funding obligation hereunder shall be Twenty -Five Million Two Hundred Fifty Thousand Dollars ($25,250,000), unless agreed to and amended by both Parties.
AUTHORITY shall cover all project construction cost increases for the existing project scope of work and any additional engineering or architectural design costs related to updating the previously completed construction documents to comply with any building code changes that may be adopted by the State of California. CITY's maximum cumulative funding obligation hereunder will be Nine Million Five Hundred Seventy Five Thousand Dollars ($9,575,000) including a net obligation per this agreement of Five Million Four Hundred Thousand Dollars ($5,400,000)."
5. Amend ARTICLE 9. ADDITIONAL PROVISIONS, page 11 of 14, paragraph A, as last changed by Amendment No. 1 dated July 1, 2020, to delete in its entirety, and in lieu thereof, insert:
"A. Term of Aareement: This Agreement shall be in full force and effect from the effective date through May 31, 2027 or final acceptance of the PROJECT, whichever is later, or until terminated by either Party."
AMENDMENT NO. 2 TO
COOPERATIVE AGREEMENT NO. C-6-1117
1 The balance of the Agreement remains unchanged.
2 IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 2 to Cooperative 3 Agreement No. C-6-1117 to be executed on the date as of the last signature below. 4 CITY OF PLACENTIA ORANGE COUNTY TRANSPORTATION AUTHORITY 5 By: By:
Damien R. Arrula Darrell E. Johnson
6 City Administrator Chief Executive Officer
7 8 ATTEST: APPROVED AS TO FORM:
9 By: By:
Robert S. McKinnell James M. Donich
10 City Clerk General Counsel
11 12 APPROVED AS TO FORM APPROVAL RECOMMENDED:
13 14 BY: By:
Christian L. Bettenhausen James G. Beil, PE
15 City Attorney Executive Director, Capital Programs
16 Dated : Dated :
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