MEMORANDUM OF AGREEMENT
EAST SAN GABRIEL VALLEY SUSTAINABLE MULTIMODAL IMPROVEMENTS PROJECT This Memorandum of Agreement (“MOA”) is by and between the City of Pomona, hereinafter referred to as “CITY” and the San Gabriel Valley Council of Governments (“SGVCOG”) to be effective as of the date signed by both Parties. City and SGVCOG are sometimes referred to hereinafter individually as a “Party” and collectively as the “Parties”.
RECITALS:
Whereas, the SGVCOG was established to have a unified voice to maximize resources and advocate for regional and member interests to improve the quality of life in the San Gabriel Valley within the jurisdiction of its member cities and its unincorporated areas; and Whereas, to increase the opportunities for those cities which are members of the SGVCOG to obtain funding for specified Active Transportation Program, First/Last Mile, and Bus System Improvement Program projects, the SGVCOG encouraged its member cities to include such projects planned for their jurisdictions as part of the SGVCOG’s Measure M Multi-Year Subregional Program (“MSP”) application to the Los Angeles County Metropolitan Transportation Authority (“LACMTA”) for funding for the subregional East San Gabriel Valley Sustainable Multimodal Improvement Project (“SMIP”) as is further described in Exhibit “A” of this MOA; and Whereas, seven of the SGVCOG’s member cities, including the CITY, requested the SGVCOG to include their projects as part of the SGVCOG’s MSP application to the LACMTA and it is anticipated all seven cities will be entering into a MOA with the SGVCOG for their individual SMIP Phase 1 Project(s); and Whereas, the CITY and the SGVCOG have a shared desire to complete all of CITY’s SMIP projects and phases and enter into this MOA to provide for the completion of the design and construction works (“Phase 1 Work”) for the CITY’S SMIP project as described in the attached Exhibit “B” (PROJECT) with the ultimate goal of constructing the PROJECT; and Whereas, the LACMTA allocated $14,997,974.00 in MSP funds to the SGVCOG for the SMIP, and specifically $595,000 in MSP First/Last Mile (FLM) subfunds for the CITY’s PROJECT’s Phase 1 Work as shown in the attached Exhibit “C”; and F. Whereas, the SGVCOG’s funding commitment for the SMIP Phase 1 Work shall not exceed Five Hundred Ninety-Five Thousand Dollars ($595,000) (“MSP FLM Allocation”); and G. Whereas, the Parties agree to cooperate to support subsequent phases of the PROJECT, including seeking grant funding for such phases and if such funding is provided, negotiate such agreements as between the Parties that will advance such PROJECT phases; and H. Whereas, if construction work for the PROJECT is either currently included in the CITY’s Phase 1 Work and/or funding for construction of the Project is ultimately secured for a latter phase of the PROJECT, the Parties intend that SGVCOG will be designated as the Project Manager and a separate cooperative agreement will be entered into between the Parties for PROJECT construction which will supersede this MOA with respect to the Parties relative obligations for construction of the PROJECT; and I. Whereas, by way of this MOA the Parties desire to set forth their understanding of each other’s obligations under such a cooperative agreement so as to form a basis for negotiating the cooperative agreement.
J. WHEREAS, the Parties acknowledge that full compliance with the California Environmental Quality Act (CEQA) and all other applicable laws is a precondition to any construction of the PROJECT.
NOW, THEREFORE, the Parties agree as follows:
TERM:
The term of this MOA shall commence upon execution of the MOA by both Parties and shall continue until either the Phase 1 Work is completed or this Agreement is superseded by a cooperative agreement executed between the Parties has been entered into, unless earlier terminated as provided herein.
COMPENSATION TO SGVCOG FOR ADMINISTRATION:
To compensate the SGVCOG for its costs in performing its responsibilities under this MOA, the SGVCOG will retain a total of ten (10) percent ($59,500.00) of the MSP FLM Allocation (the “Retention Amount”). The Parties recognize that if the SGVCOG is ultimately responsible for acting as the Project Manager for additional work that is not included in Exhibit “B”, that additional funding for SGVCOG’s services will be required. This MOA does not obligate the SGVCOG or the City to perform those responsibilities set forth in this MOA as they relate to latter project phases, which obligation shall be subject to a new separate agreement entered into between the Parties.
RESPONSIBILITIES OF EACH OF THE PARTIES:
SGVCOG Responsibilities.
Serve as the Lead Agency and Project Manager to administer and manage the CITY’s Phase 1 Work which includes completing Project Approval and Environmental Documentation (PA&ED), Plans, Specifications, and Estimates (PS&E), and construction. Upon the SGVCOG and/or the City either being ready to advance the CITY’s PROJECT to construction or upon sufficient funding being identified and subject to a negotiated cooperative agreement between the Parties, administer and manage construction activities including construction engineering, management, inspection, testing, and project close-out on behalf of the CITY as further described in Sections III.A.6 below.
Contribute the MSP FLM Allocation, minus the Retention Amount, toward the cost of the PROJECT’s Phase 1 Work (consisting of $47,718 for PA&ED, $447,327 for PS&E and $40,455 for construction).
Designate a person to serve as the SGVCOG’s Project Manager with name, title, and contact information, who shall serve as the primary liaison with the CITY for implementation of this MOA.
The SGVCOG’s Project Manager shall manage and administer the MSP FLM Allocation for the Phase 1 Work and take such actions and have executed such documents that may be necessary for such management and administration, including but not limited to:
Ensure submission of monthly progress reports and invoices to LACMTA as may be required; and Ensure that eligible payments are made to consultant(s) and contractor(s).
The SGVCOG’s Project Manager shall direct and manage solicitations from, and selections of, consultant(s) and/or contractor(s) to perform Phase 1 Work which shall include, but not be limited to:
In consultation with the CITY, coordination of a scope of work, budget, schedule to include in a Request for Qualifications (RFQ) for solicitation to qualified consultants and/or specifications and selection criteria to include in an Invitation to Bid (ITB) from qualified contractors to complete Phase 1 Work; In consultation with the CITY, preparation, distribution, and solicitation of RFQs to seek Statements of Qualifications (SOQ) from qualified consultants and/or ITBs from qualified contractors for performance of the Phase 1 Work; In consultation with the CITY, development of consultant selection and/or ranking criteria; The establishment of a consultant selection committee to include, among others, SGVCOG’s Project Manager or designee and CITY’s Project Manager or designee; Based upon recommendations from the selection committee members, recommend approval of, and establishment of an on-call bench of qualified consultants which best meet the needs and requirements for the CITY’s PROJECT, from which the SGVCOG and CITY may select qualified consultant(s) for performance of the Phase 1 Work, and where applicable, recommend approval of a contract with the contractor based on lowest responsible bid price for construction to the SGVCOG’s Executive Director, Governing Board, or Capital Projects and Construction Committee (CPCC) as the case may be; Negotiating the precise Phase 1 Work and cost with the selected consultant(s) and/or contractor(s); Recommending approval of contract(s) to SGVCOG’s Executive Director, Governing Board, or Capital Projects and Construction Committee (CPCC) as the case may be; and Entering into and administering an agreement(s) between SGVCOG and consultant(s) and/or contractor(s) in a manner consistent with this MOA and other applicable laws and regulations, including LACMTA requirements.
The SGVCOG’s Project Manager shall manage the consultant’s(s’) performance of the Phase 1 scope of work, schedule, and budget and consultant’s day-to-day activities for the Phase 1 Work, and/or in the event that either the CITY’s Project is ready to advance into construction and/or sufficient funding is identified for construction work, the Parties intend on negotiating a cooperative agreement under which the SGVCOG’s Project Manager will oversee the construction phase and work and shall manage the contractor’s day-to-day construction management activities, schedule, and budget therefore whose duties include, but not be limited to:
Conducting Project Delivery Team (PDT) meetings, working group meetings, and/or construction meetings between SGVCOG’s Project Manager, CITY’s Project Manager, applicable CITY departments/staff, consultant(s) and/or contractor(s) to provide progress updates and receive input from the CITY; Providing briefings and solicit input to the SGVCOG’s Governing Board and committees, as determined by the SGVCOG, and to the CITY’s committees, and City Council, as requested by CITY; Seeking CITY’s timely design review, input, and comments for the Phase 1 Work; Reviewing and sharing with the CITY submitted deliverables, reports, and invoices from the consultant(s) and/or contractor(s) and notifying CITY as to any additional such documents or information that are required; Responding to and addressing CITY and community stakeholders’ concerns regarding Phase 1 Work issues, which may include coordinating conference calls and/or meetings with the CITY and/or consultants and/or contractors; If applicable, obtaining all required authorizations and permits from governmental agencies and including but not limited to Southern California Regional Rail Authority (SCRRA)/Metrolink and LACMTA necessary to complete construction; With the cooperation of CITY, acquiring the necessary rights-of-way, if any, required outside existing rights-of-way to the extent that said acquisitions are within the amount of funding appropriated to SGVCOG for said purpose; and Mitigating identified property owner and business impacts directly associated with Phase 1 construction work in accordance with the Uniform Relocation Assistance and Real Property Acquisition Policy Act to the extent that said mitigations are eligible and within the amount of funding appropriated to SGVCOG for said purpose.
SGVCOG shall include in any agreements with consultant(s) and/or contractor(s) for the Phase 1 Work a requirement that they indemnify the CITY, its officers, agents and employees and include same as additional insureds under the consultant’s and/or contractor’s general and automotive liability policies, with protection provided to the same extent as provided to SGVCOG.
In coordination with the CITY, assist in seeking additional funding sources for Phase 1 Work, if needed, or for latter phases of the PROJECT, as necessary.
CITY Responsibilities.
Maintain membership in the SGVCOG during the entire term of this MOA and during the cooperative agreement, should one be entered into. In the event CITY is no longer a member of the SGVCOG, this MOA will terminate by its own terms on the date CITY is no longer a member.
Designate a person to serve as the CITY’s Project Manager with name, title, and contact information who shall be the CITY’s primary liaison with SGVCOG’s Project Manager for implementation of this MOA.
The CITY’s Project Manager shall assist the SGVCOG in directing and managing solicitations from, and selections of consultant(s) and contractor(s) to perform Phase 1 Work which shall include, but not be limited to:
Assisting SGVCOG with preparation of a scope of work, budget, schedule to include in a Request for Qualifications (RFQ) for solicitation to qualified consultants to complete Phase 1 Work; Assisting the SGVCOG in the development of consultant selection and/or ranking criteria; Serving or appointing a designee on the selection committee for the purpose of selecting the most qualified consultant(s); Approval of an on-call bench of competitively selected qualified consultants which best meet the needs and requirements for the CITY’s PROJECT, from which the SGVCOG and CITY may select qualified consultant(s) for performance of the Phase 1 Work; and Assisting the SGVCOG in the negotiation of the precise Phase 1 Work, cost, and schedule with the selected consultant(s).
The CITY’s Project Manager shall provide direction and support to manage the day-to-day Phase 1 Work coordination efforts with the SGVCOG’s Project Manager, consultant(s), and/or contractor(s), which shall include, but not be limited to:
Ensuring timely payment of local match funds to the SGVCOG, if applicable in accordance with Section III.B.5 below; Attendance and participation in Monthly PDT meetings, scheduled PROJECT working group meetings, and PROJECT conference calls between SGVCOG’s Project Manager, CITY’s Project Manager, applicable CITY departments/staff, and the consultants and/or contractors to provide progress updates and receive input from the CITY; CITY’s Project Manager shall provide timely feedback and timely raise issues to the SGVCOG concerning Phase 1 Work implementation; CITY’s Project Manager shall timely respond to SGVCOG, consultant’s(s’) requests for Project data, information in the possession of CITY, review of materials, and provide input to the SGVCOG to support the completion of the Phase 1 Work; CITY’s Project Manager shall coordinate and manage the CITY’s circulation and review of all Phase 1 Work deliverables to other CITY departments and divisions and submit written comments for all submitted deliverables within 30 days of receipt thereof.
CITY understands that successful completion of the Phase 1 Work requires the CITY to provide the necessary resources to timely respond to requests for information and submissions from the SGVCOG.
CITY shall develop an intra-agency review committee or technical working group that includes all CITY departments to circulate and facilitate the review and comments for all Phase 1 Work deliverables as necessary.
Should the CITY not provide the written comments within 30 days, the SGVCOG may deem the deliverable approved by the CITY.
CITY’s Project Manager shall ensure proper and timely payment of local match funds to the SGVCOG in the amount not to exceed $1,600,000, in accordance with the approved Project Funding and Expenditure Plans shown in Exhibit “D”. Should any portion of PROJECT be financed with local funds with specific expenditure requirements or limitations, all applicable laws, regulations and policies relating to the use of such funds shall apply to the CITY and not to the SGVCOG notwithstanding other provisions of this Agreement. CITY funds shall only be used for the Project and for no other purpose. Future amendments will be made in concurrence with the SGVCOG, CITY, and possibly LACMTA in the event of cost increases, new funding, Project infeasibility, etc.
CITY’s Project Manager shall attend and participate in PROJECT related outreach events, including:
Assisting or assigning other CITY staff to assist the SGVCOG and/or consultant(s) and/or contractor(s) to disseminate PROJECT information and updates and coordinate outreach efforts between CITY, SGVCOG, consultant(s), contractor(s), and CITY residents and stakeholders for the Phase 1 Work.
Assisting the SGVCOG and/or its consultant(s) and contractor(s) with the coordination, distribution, and posting of public outreach notices and to place items on the agenda for City Council consideration (if required), as requested.
Should either the PROJECT be ready to advance into construction, or in the event sufficient funding is identified for construction and the Parties negotiate a cooperative agreement under which the SGVCOG will oversee the Phase 1 construction work, the Parties intend that City’s Project Manager and CITY shall perform additional responsibilities, which shall include, but not be limited to:
In consultation with the SGVCOG preparation of a scope of work and plans and specifications to include in an Invitation to Bid (ITB) for construction of the PROJECT, as well any RFP’s to select qualified consultants needed for construction management activities; Have the Project Manager or designee, sit on a selection committee for contractor(s) needed for the Phase 1 construction work; Attendance and participation in PDT meetings, working group meetings, and conference calls between SGVCOG’s Project Manager, CITY’s Project Manager, applicable CITY departments/staff, contractor(s), and/or consultant(s) to provide progress updates and receive input from the CITY; Providing timely feedback and timely raise issues of concern identified by CITY to the SGVCOG for Phase 1 construction work; Timely respond to SGVCOG, consultant’s(s’) and contractor’s(s’) requests for project data, information in the possession of CITY, review of materials, and provide input to the SGVCOG to support the completion of the Phase 1 construction work; Providing in a timely manner all available plans and survey data of existing CITY infrastructure necessary for Phase 1 construction work; Coordinate and manage the CITY’s circulation and review of all Phase 1 construction work deliverables to other CITY departments and divisions and submit written comments for all submitted deliverables within 30 days of receipt thereof.
CITY understands that successful completion of the Phase 1 construction work requires the CITY to provide the necessary resources to timely respond to requests for information and submissions from the SGVCOG.
CITY shall develop an intra-agency review committee or technical working group that includes all CITY departments to circulate and facilitate the review and comments for all Phase 1 construction work deliverables as necessary.
Should the CITY not provide the written comments within 30 days, the SGVCOG may deem the deliverable approved by the CITY.
Enforcement of available rights under franchise agreements, state laws, permits, or licenses to cause relocations of any utilities in conflict with the PROJECT, including participation in any litigation needed to enforce such rights – not to exceed the amount of local match and not in addition to local match; Pay 100% of the cost of any betterments as same are defined in Section III.C.5 below; Issue no-fee encroachment permits; and
Upon substantial completion of PROJECT or such earlier time that the Parties might agree, take title to all rights-of-way and other properties acquired for the PROJECT, subject only to any title exceptions approved in writing by CITY, that are not otherwise deemed surplus property by the SGVCOG.
CITY’s Project Manager shall assist with future grant application(s) as needed for the Phase 1 Work, or for other latter phases of the PROJECT, as necessary by providing clear and concise descriptions of such work, including project budget and schedule, and other necessary data and materials to support timely submission by the SGVCOG or CITY for such grants.
Failure to perform the duties and responsibilities stated in Article III.B, may result in penalties up to and including loss of funding and lead to termination of this MOA, subject to the notice and cure provisions contained in Article V.
Cost Responsibilities of Parties.
It is understood by the Parties that if the Phase 1 Work as described is not completed, that the SGVCOG may be required to reimburse LACMTA for any MSP funds expended on the Phase 1 Work and that the SGVCOG is entering into this MOA with the understanding that the MSP Allocation will be its sole financial contribution toward payment for any of the Phase 1 Work.
If upon the successful completion of negotiations with the selected consultant(s) and/or contractor(s) or at such earlier date as the Project Managers may agree, but in any event, prior to execution of a contract with the selected consultant(s) and/or contractor(s), it is determined by either Project Manager that the cost of the Phase 1 Work will exceed the total MSP FLM Allocation, the CITY’s local match contributions, if any, and available other sources of funding, the Project Managers shall meet and determine whether the CITY is willing to fund any deficit in completing the PROJECT, or in the alternative, whether the scope of the PROJECT should be reduced so the MSP FLM Allocation is sufficient to pay for the cost or is reduced to an amount that the CITY is willing to contribute. In the event that either the PROJECT scope is reduced or the CITY determines to contribute toward the cost thereof, the Parties shall enter into an amendment to this MOA or as applicable, a cooperative agreement to reflect their agreement, with the recognition that approval of any such amendment or cooperative agreement may be subject to the approval of LACMTA.
If the Parties cannot reach an agreement on funding of the PROJECT or limiting its scope so there is sufficient funding, either Party may terminate this MOA upon five (5) days written notice to the other Party, which termination shall not be considered arising out of the default of either Party. In the event of any such termination, the Parties shall have no further obligations to each other under the MOA and both shall cease any further work thereon, except that which is reasonably necessary to effectuate the termination. The SGVCOG will be entitled to be reimbursed for all reasonable administrative and project management costs and expenses incurred up to the cessation of work and the CITY shall reimburse the SGVCOG for such expenses.
If, following commencement of the Phase 1 Work, amendment(s) to the selected consultant’s(s’) contract(s) become necessary and require funding in addition to the amounts allocated under this MOA, and additional funding sources are not identified, the Parties shall meet and confer pursuant to the process identified in paragraph (2) above, but neither Party shall be obligated to provide additional funds. In the case that the Parties cannot reach an agreement on funding the additional Phase 1Work or limiting the scope, the provisions of paragraph (3) above shall apply.
During the course of plan preparation, CITY may request SGVCOG to include additional work in Phase 1 Work. Said work shall be considered a "betterment" if it is not directly required by the proposed work shown in Exhibit "B", is not eligible for, or within the scope of, the funding appropriated to SGVCOG for Phase 1 Work as determined by LACMTA, or is not designated as a required mitigation measure for Phase 1 Work. In addition, the term betterment shall include any work that CITY desires to have constructed concurrently with PROJECT and for which SGVCOG is able to reasonably accommodate in PROJECT. CITY shall pay One Hundred (100%) Percent of the Project engineering, construction, and administration and project management costs for these CITY requested betterments and a separate agreement shall be executed defining the terms and conditions under which betterment is to be engineered, constructed, financed, operated, and maintained.
If existing public and/or private utilities conflict with the construction of PROJECT, CITY shall make all necessary arrangements with the owners of such utilities for their protection, relocation or removal. SGVCOG will coordinate and inspect the protection, relocation or removal. If there are costs of such protection, relocation or removal that CITY must legally pay, CITY shall pay One Hundred Percent (100%) of the cost of said protection, relocation or removal plus cost of engineering overhead and inspection – not to exceed the amount of local match and not in addition to local match . Nothing in this agreement shall restrict or affect SGVCOG's right to enter into separate agreements with utilities for reimbursements of utility costs for protection, relocation, or removal of their facilities.
If applicable, CITY and SGVCOG, jointly, or as may be determined between them, shall be responsible for entering into operation and maintenance agreement(s) with Union Pacific Railroad Company (UPRR), SCRRA/Metrolink, and/or LACMTA for the PROJECT as it relates to the tracks and right-of-way owned by UPRR or LACMTA.
Upon completion of all work under this Agreement, and acceptance thereof by CITY, SGVCOG will relinquish all ownership and maintenance responsibilities, and all applicable product and construction warranties including the costs and benefits thereof, of all improvements and roadwork included in PROJECT based on the respective rights-of-way of CITY, UPRR, SCRRA/Metrolink, and/or LACMTA and in accordance with the agreement referenced in Section III.C.6.
SGVCOG will reimburse CITY for reasonable contracted plan check expenses related to Phase 1 Work. In order to be eligible for reimbursement, said expenses must have prior approval from SGVCOG, and be required due to unavailability, or lack of specific required expertise, of CITY staff to perform the required plan checking. SGVCOG acknowledges that this activity is an important protection for CITY and will not unreasonably withhold its approval of such expenses. This provision does not include the reimbursement of CITY staff time incurred for managing the CITY’s PROJECT.
CITY may require that certain CITY owned materials be salvaged during the course of PROJECT construction. At the time of PROJECT plan approval CITY shall notify SGVCOG of materials to be salvaged including the desired procedure for removal and delivery to a CITY designated storage facility. SGVCOG will include the request in the PROJECT specifications. SGVCOG will not be liable for any costs associated with the subsequent reuse, storage, reclamation, or reinstallation of salvaged materials by CITY, and such activities will be considered delegated to CITY under this Agreement.
DESIGNATED PROJECT MANAGERS:
Every notice, demand, request, or other document or instrument delivered pursuant to this Agreement shall be in writing, and shall be either personally delivered, sent by Federal Express or other reputable overnight courier, or sent by certified United States mail, postage prepaid, return receipt requested, to the addresses set forth below, or to such other address set forth below, or to such other address as a party may designate from time to time.
For purposes of this MOA, the SGVCOG designates the following individual as its Project Manager:
Roy Choi
Manager of Transportation
San Gabriel Valley Council of Governments
1333 S. Mayflower Avenue, Suite 360
Monrovia, CA 91016
(626) 373-2687
[email protected]
For purposes of this MOA, the City of Pomona designates the following individual as its Project Manager:
Matt Pilarz, P.E.
Principal Civil Engineer
Public Works
City of Pomona
505 S. Garey Avenue
Pomona, CA 91766
(909) 620-3652
[email protected]
Additional Parties’ contacts to whom copies of written notices shall be sent shall also include the following individuals:
To SGVCOG:
Marisa Creter
Executive Director
San Gabriel Valley Council of Governments
1333 S. Mayflower Avenue, Suite 360
Monrovia, CA 91016
(626) 457-1800
[email protected]
and
Kevin Lai, P.E.
Director of Capital Projects
San Gabriel Valley Council of Governments
1333 S. Mayflower Avenue, Suite 360
Monrovia, CA 91016
(626) 457-1800
[email protected]
To City of Pomona:
Arnold Dichosa, P.E.
City Engineer
Public Works
City of Pomona
505 S. Garey Avenue
Pomona, CA 91766
(909) 620-2266
[email protected]
Either Party may change its Project Manager or contacts upon written notice to the other Party which includes all contact information referenced above. If a provision of this MOA requires participation by a Party’s Project Manager, and such Party’s Project Manager is not available, a designee may be appointed by the applicable Project Manager to participate in his or her place.
TERMINATION:
Except as otherwise provided in this MOA, this MOA may only be terminated for cause. If a party believes that the other party is in default of any material term of this MOA, the non-defaulting party shall give written notice to the defaulting party specifying in reasonable detail the nature of the default. The non-defaulting party shall then have thirty (30) calendar days in which to cure the default. If the default is not , in the exercise of reasonable diligence, curable within said thirty (30)-day period, then the defaulting party shall promptly commence such cure within thirty (30) calendar days and diligently pursue it to completion, provided that in all instances the cure must be completed within ninety (90) calendar days from the date of the written notice, unless otherwise agreed upon by the Parties. If the defaulting party does not cure the default within thirty (30) days, or when applicable, commence the cure within thirty (30) days, then the non-defaulting party may terminate this MOA upon written notice to the defaulting party or exercise any other rights and remedies the non-defaulting party may have under this MOA, including the right to specific performance or other injunctive or equitable relief.
Should this MOA be terminated for cause, the SGVCOG shall cease the Phase 1 Work and not incur any additional expenses, except that which are reasonable and necessary to effectuate the termination and in the absence of an agreement between the Parties to the contrary, the CITY shall have no further rights to any allocation of the Phase 1 Funding.
Should the MOA be terminated for cause by the CITY or it is determined in a judicial proceeding or other decision that is binding on the Parties that SGVCOG’s termination was not for cause, the CITY shall not be required to reimburse the SGVCOG for any MSP funds expended and incurred under this MOA.
Should the MOA be terminated by SGVCOG for cause or it is determined in a judicial proceeding or other decision that is binding on the Parties that CITY’s termination was not for cause, the CITY shall, if required by LACMTA, be required to reimburse the SGVCOG all MSP funds expended and incurred under this MOA up to the date of such termination and CITY shall reimburse all costs reasonably incurred thereafter in suspending work under this MOA.
INDEMNITY:
Neither the SGVCOG, its member agencies, or their respective officers, employees, consultants or volunteers (the “SGVCOG Indemnitees), shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by the CITY Indemnitees under or in connection with the performance of this MOA.
Neither the CITY or its respective officers, employees, consultants or volunteers (CITY Indemnitees), shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by the SGVCOG Indemnitees under or in connection with the performance of this MOA.
The CITY shall indemnify, defend and hold the SGVCOG Indemnitees harmless from and against any liability, claims, losses, actions, and expenses, including without limitation, defense costs, any costs or liability on account of bodily injury, death or personal injury of any person or for damage to or loss of use of property, any legal fees and any claims for damages of any nature whatsoever arising out of or resulting from the CITY Indemnitee’s performance or failure to perform the CITY’s obligations under this MOA, unless caused by the negligence or willful misconduct of the SGVCOG Indemnitees.
The SGVCOG shall indemnify, defend and hold the CITY Indemnitees harmless from and against any liability, claims, losses, actions, and expenses, including without limitation, defense costs, any costs or liability on account of bodily injury, death or personal injury of any person or for damage to or loss of use of property, any legal fees and any claims for damages of any nature whatsoever arising out of or resulting from the SGVCOG Indemnitee’s performance or failure to perform the SGVCOG’s obligations under of this MOA, unless caused by the negligence or willful misconduct of the CITY Indemnitees.
The indemnification obligations contained in this Article VI. shall survive any expiration or termination of this MOA.
OTHER TERMS AND CONDITIONS:
Entire Agreement. This MOA, along with the applicable funding requirements of the SGVCOG’s agreement with the LACMTA, constitute the entire understanding between the Parties, with respect to the subject matter herein and supersedes any and all other prior writings and oral negotiations. The MOA shall not be amended except in writing signed by the Parties. The CITY acknowledges that it is familiar with and has been provided an opportunity to review such funding requirements.
Interpretation. Unless otherwise specified herein, the term “days” shall mean business days, and excludes weekends and holidays.
Governing Law. This MOA shall be governed by and construed under California law and any applicable federal law without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this MOA, the Parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Los Angeles County, California.
Attorneys’ Fees. In the event that there is any litigation or other legal proceeding between the Parties in connection with this MOA, the prevailing party shall be entitled to its legal costs, including attorneys’ fees.
Force Majeure. Neither Party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of any such obligation is prevented or delayed by unforeseen causes including acts of God, floods, earthquake, fires, acts of a public enemy, pandemic, and government acts beyond the control and without fault or negligence of the affected Party. Each Party hereto shall give notice promptly to the other of the nature and extent of any such circumstances claimed to delay, hinder, or prevent the performance of any obligations under this MOA.
Waiver. Waiver by any Party to this MOA of any term, condition, or covenant of this MOA shall not constitute a waiver of any other term, condition, or covenant. No waiver of any provision of this MOA shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought.
Headings. The section headings contained in this MOA are for convenience and identification only and shall not be deemed to limit or define the contents to which they relate.
Assignment. Neither party may assign its interest in this MOA, or any part thereof, without the prior written consent of the other party. Any assignment without consent shall be void and unenforceable.
Severability. If any provision of this MOA is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
Incorporation of Recitals. The recitals set forth above are true and correct and are incorporate into this MOA by reference as if fully set forth herein.
Successors and Assigns. The terms of this MOA shall inure to the benefit of, and shall be binding upon, each of the Parties and their respective approved successors and assigns.
Authority to Execute. The person executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of said Parties, and that by doing so the Parties are formally bound to the provisions of this Agreement.
In witness whereof, the Parties enter into this MOA on the date of last execution by the Parties.
CITY OF POMONA
By: ___________________________
James Makshanoff
City Manager
Date: __________________________
APPROVED AS TO FORM:
_______________________________
(Please Insert City Attorney’s Name)
City Attorney
SAN GABRIEL VALLEY COUNCIL OF GOVERNMENTS
By: ____________________________
Marisa Creter
Executive Director
Date: __________________________
APPROVED AS TO FORM:
_______________________________
David DeBerry
General Counsel
EXHIBIT A
EAST SAN GABRIEL VALLEY
SUSTAINABILE MULTIMODAL IMPROVEMENT PROJECT (SMIP)
Project Details
Project Description
The East San Gabriel Valley Sustainable Multimodal Improvement Project (SMIP) is the result of a partnership between the seven Partner Cities of Azusa, Claremont, Covina, Glendora, La Verne, Pomona, and San Dimas under the leadership of the San Gabriel Valley Council of Governments (SGVCOG). The SMIP’s goals are to provide First/Last Mile connections, active transportation improvements, and bus system infrastructure enhancements throughout the eastern San Gabriel Valley.
The SMIP was assembled in coordination by the City of Glendora and implements First/Last Mile and Active Transportation projects included in the Arrow Highway Multimodal Corridor Plan and Metro’s Gold Line Foothill Extension 2B First/Last Mile Plan. After successfully securing a recommendation from the SGVCOG through LACMTA to receive $14,997,974 in Measure M Multi-Year Subregional Program (MSP) Cycle 2 awarded funds, the Partner Cities selected the SGVCOG to serve as the Project’s lead agency to coordinate, administer, and manage the design and construction activities for their SMIP Projects on their behalf.
The proposed improvements provide enhanced multimodal connectivity to transit stations, employment centers, schools, and major entertainment and recreational centers which were identified through a series of robust community outreach efforts led by members of East San Gabriel Valley. Specific improvements include protected bike lanes, ADA-compliant access ramps, sidewalk improvements and repairs, bike infrastructure, bus shelter renovations, pedestrian crossing enhancements, improved lighting and landscaping, and construction of a new pedestrian bridge.
Collectively, the SGVCOG’s Partner Cities’ SMIP project includes a total of 16 separate Active Transportation, First/Last Mile, and Bus System Improvement projects with an estimated total project cost of approximately $173,233,295. Considering the magnitude of the SMIP, the awarded $14,997,974 from the MSP Cycle 2 Program combined with the committed local city funds of $12,996,198 will only contribute to the partial completion of some of the Partner Cities’ SMIP projects and/or project phases and will thus require the SMIP to be completed in multiple project phases in order to fully deliver all of the SMIP projects. Subsequent phases of the SMIP will be completed using funds that will be secured from various other sources, including local Measure M, Measure R, Proposition C, Enhanced Infrastructure Financing District (EIFD) dollars, earmarks, and competitive grant sources.
Phase 1 of the SMIP has been referred to the following nine Partner City projects and project phases that will be completed using the awarded MSP Cycle 2 funding and local city funds totaling $27,994,172:
City of Azusa - San Gabriel Avenue / Azusa Avenue Complete Streets Project (30% P.E.) City of Claremont - Arrow Highway & Cambridge Avenue Improvements Project (PS&E and Construction) City of Covina - Glendora Avenue & Grand Avenue Complete Streets Project (PA&ED, PS&E, and construction and installation of enhanced bus shelters) City of Glendora - People Movement Project (Glendora Avenue Project) (PS&E and Construction) City of Glendora - People Movement Project (Little Dalton Wash Project) (PS&E and Construction) City of Glendora - People Movement Project (San Dimas Wash Project) (PS&E and Construction) City of La Verne - Gold Line Transit Oriented Pedestrian Bridge Project (PS&E and Construction) City of Pomona - Transit Improvement Program - Metro Gold Line First/Last Mile Improvements Project (PS&E and partial Construction) City of San Dimas - East/West Multimodal Transportation Route Project (PA&ED and Conceptual Engineering) Phase 2 and possible later phases of the SMIP have been referred to as all of the project components and phases that could not be completed for the nine projects included under Phase 1 and also the remaining Partner Cities’ seven SMIP projects and/or project phases that would be designed and constructed, once future funds are secured.
MSP Project Nexus & Demonstrated Need
The eastern San Gabriel Valley has a population of over 400,000 and limited active transportation networks. Additionally, substantial regional transportation investments have been made via Metrolink and extension of the Metro A Line. Developing and constructing a coherent active transportation network will capitalize on the generational investments made along the light-rail corridor and represents an unprecedented level of cooperation between the corridor cities. Each partnering city is dedicated to reducing transportation gaps between each other and leveraging the transformative transit investments to make the San Gabriel Valley more equitable and sustainable.
The SMIP focuses on building high-quality active transportation infrastructure where people will bicycle, walk, and connect to transit. Providing high-quality First/Last Mile and Active Transportation facilities will allow people of all ages and abilities in the East San Gabriel Valley to feel more comfortable bicycling and walking. Each Partner City is committing to improve First/Last mile access to transit (Metrolink and Metro Rail) as well as linking to major regional active transportation facilities via flood control channels and major corridors like Arrow Highway. The SMIP will also link various regional and major destinations in the San Gabriel Valley.
The SMIP contains some of the highest rated active transportation infrastructure. Research by the FHWA and locally generated survey data indicated that users of active transportation facilities overwhelmingly feel safer in low-stress networks. Class I bicycle and pedestrian facilities eliminate vehicle collisions except at crossings. Crossing improvements, have a crash reduction factor of around 45%. Buffered Class II bicycle lanes can have a reduction factor of up to 35%. Class IV bicycle lanes can have a crash reduction factor of up to 94%.
Traffic safety and environmental stewardship are the primary benefits of the SMIP. The Metro Gold Line Extension EIR noted that nearly 60% of boarding at the Metro Stations will likely be from modes other than driving. Metro’s onboard surveys show 61% of riders live below the poverty line and with a median income of less than $17,000. Safe active transportation connections to transit helps reduce the burden of vehicle ownership as well as improving public health outcomes. Several low-income census tracts as well as disadvantaged and equity focused communities are located within the project area and will be served by the proposed transportation improvements.
SMIP Project Location Map (Includes all SMIP Projects/Phases) The following figure is a Project Location Map of the proposed SMIP improvements in the seven Partner Cities.
SMIP Phase 1 Estimated Project Costs & Project Funding/Budget The total cost to complete the nine Projects included under SMIP Phase 1 has been estimated at $80,077,667. Collectively, for SMIP Phase 1 the SGVCOG and its Partner Cities have currently secured $27,994,172 in total funding including: $14,997,974 MSP Cycle 2 funds ($6,452,974 in Active Transportation Program [ATP] subfunds, $150,000 in Bus System Improvement Program [BSIP] subfunds, and $8,395,000 in First/Last Mile [FLM] subfunds) and local city contributions in the amount of $12,996,198 to complete the SMIP Phase 1 projects and/or project phase(s).
Additional funds will be required to fully complete PS&E, and construction for some of the Cities’ SMIP Phase 1 Projects and funds are currently being sought by the SGVCOG and its Partner Cities through numerous competitive grant applications and earmark requests. A summary of the details for the City’s SMIP Phase 1 Projects’ estimated project costs and budget is shown below:
SMIP Phase 1 Estimated Project Costs & Project Funding / Budget (All Cities) Project Milestones / Phases
Total Cost Estimate
Secured Funding
Additional Funding Needed
LACMTA
Measure M Funds
Local Agency
Total Funding
SGVCOG PM/Admin
$1,499,797
$1,499,797 MSP Cycle 2 BSIP
n/a
$1,499,797
n/a
PLANNING
$90,000
$0
$90,000
$90,000
$0
PA&ED
$320,460
$253,649
$136,092
$389,741
($69,281)
PS&E
$5,799,062
$3,232,260
$1,264,198
$4,496,458
$1,302,604
ROW
$0
$0
$20
$20
$(20)
CON
$72,368,348
$10,012,267
$11,505,888
$21,518,156
$50,850,192
OTHER
$0
$0
$0
$0
$0
TOTAL
$80,077,667
$14,997,974 MSP Cycle 2
$12,996,198
$27,994,172
$52,083,495
EXHIBIT B
EAST SAN GABRIEL VALLEY
SUSTAINABILE MULTIMODAL IMPROVEMENT PROJECT (SMIP)
Scope of Work
City of Pomona SMIP Phase 1
City of Pomona
Transit Improvement Program - Metro Gold Line First/Last Mile Improvements Project (MSP Cycle 2 [First/Last Mile Subfund] Allocation $595,000) Pomona SMIP Phase 1 Project Description
The City of Pomona’s SMIP Phase 1 Project - Transit Improvement Program – Metro Gold Line First/Last Mile Improvements Project includes completing Project Approval and Environmental Documentation (PA&ED), Plans, Specifications, and Estimates (PS&E), and partial construction activities for Metro-prioritized First/Last Mile improvements around the Metro North Pomona Station area, Metro A Line Station area, and various improvements at the Downtown Transit Center Station area along Garey Avenue, Bonita Avenue, Arrow Highway, and Downtown Pomona locations connecting the region with Metro’s rail system. These improvements are proposed to be constructed within approximately one-half mile of the Metro North Pomona and Metro A Line transit stations to prepare for the Metro Pomona A Line Station openings. The proposed First/Last Mile improvements directly result from Metro’s Gold Line Foothill Extension 2B First/Last Mile Plan, 2019.
This Project will include improvements including signing, crossing improvements, and intersection modifications for bike detection and pedestrian crossing enhancements that will increase pedestrian safety and comfort through ADA compliant curb ramps, high-visibility crosswalks, sidewalk widening and replacement, landscape amenities, bus stop access and improvements to the pedestrian path of travel. Intersection improvements to lighting, signaling, signage, pedestrian and bicyclist crossing, and vehicle detection. Pavement rehabilitation to facilitate the construction of median improvements, enhancing drainage and surface conditions to improve safety for bicycle and pedestrians along with improving functionality for bus transit as well as any other modes of travel.
LINEAR PROJECTS:
Sidewalk lighting along Garey Avenue from Bonita Avenue to Arrow Highway (approximately 2,360 lineal feet of distance measured along the centerline of Garey Avenue); Pedestrian and rolling walkway improvements to the North Metro Station along Garey Avenue from Santa Fe Street to railroad tracks (approximately 300 lineal feet); New widened (where feasible) and improved sidewalks along Garey Avenue from Bonita Avenue to Arrow Highway, with as-needed ADA compliant curb ramps, high-visibility crosswalks, landscape amenities, and bus stop access improvements (approximately 2,360 lineal feet of distance measured along the centerline of Garey Avenue); Sidewalk lighting along Bonita Avenue from Fulton Road to Garey Avenue (approximately 2,450 lineal feet measured along the centerline of Bonita Avenue); and Sidewalk lighting along Garey Avenue from Harrison Avenue to Bonita Avenue and station and parking lots area landscape, lighting and walk ways improvements (approximately 1,150 lineal feet measured along the centerline of Garey Avenue); Bicycle detection and re-pavement of street along Arrow Highway from White Avenue to Mountain Avenue (approximately 11,700 lineal feet measured along the centerline of Arrow Highway) POINT PROJECTS: New and improved crossings with some bulb-outs for pedestrians are proposed at these intersections:
Garey Avenue and Arrow Highway;
Fulton Road and Arrow Highway;
Arrow Highway and Amberson Street;
Harrison Avenue and Garey Avenue; and
Garey Avenue and Bonita Avenue.
Pomona SMIP Phase 1 Project Limits/Area & Location Map
The project is located along street segments and street intersections in the City of Pomona. For further details on these locations and the project limits, please see the section above.
Pomona SMIP Phase 1 Estimated Project Costs & Project Funding/Budget The City of Pomona’s total cost estimate for the City’s Phase 1 SMIP Project is $8,149,500, of which $595,000 has been currently secured by the SGVCOG in MSP Cycle 2 First/Last Mile (FLM) subfunds and $1,600,000 in local City General Funds, totaling $2,195,000 to complete Project Approval & Environmental Documentation (PA&ED), Plans, Specifications, and Estimates (PS&E), and partial construction activities. Currently, there is an estimated unmet funding gap of $5,954,500 which the SGVCOG and the City of Pomona will continue to seek through future grant funding opportunities to complete the construction phase to implement the Project. Details for the City’s SMIP Phase 1 Project’s estimated project costs and budget are shown below:
City of Pomona - Transit Improvement Program - Gold Line Project - Phase 1 Funding Project Milestones / Phases
Total Cost Estimate
Secured Funding
Additional Funding Needed
LACMTA – Measure M Funds
Local Agency
Total Funding
SGVCOG PM/Admin
$59,500
$59,500 FLM
n/a
$59,500
PLANNING
$90,000
$0
$90,000 General Fund
$90,000
$0
PA&ED
$50,000
$47,718 FLM
$90,000 General Fund
$137,718
$(87,718)
PS&E
$650,000
$447,327 FLM
$420,000 General Fund
$867,327
$(217,327)
ROW
$0
$0
$20 General Fund
$20
$(20)
CON
$7,300,000
$40,455 FLM
$999,980 General Fund
$1,040,435
$6,259,565
OTHER
$0
$0
$0
$0
$0
TOTAL
$8,149,500
$595,500 FLM
$1,600,000
$2,195,000
$5,954,500
Pomona SMIP Phase 1 Project Detailed Schedule
Current Project Status: Approximately 30 percent design complete. Will need to initiate Project Approval & Environmental Documentation (PA&ED) and Plans, Specifications, and Estimate (PS&E) phases.
Pomona SMIP Phase 1 Project Milestone Schedule
Project Milestones / Phases
Start Date
End Date
Duration (Months)
PA&ED
November 1, 2023
March 1, 2024
4 PS&E
November 1, 2023
August 1, 2024
9 ROW
April 1, 2024
July 1, 2024
3 CON
November 1, 2024
September 1, 2025
10 CLOSEOUT
January 1, 2026
April 30, 2026
4 EXHIBIT C
CITY OF POMONA
EAST SAN GABRIEL VALLEY SUSTAINABILE MULTIMODAL IMPROVEMENT PROJECT (SMIP) Phase 1 Work MSP Funding Allocation
SMIP Phase 1 Work MSP Funding Allocation
City
Project
FLM Subfunds
TOTAL
FY 2023
FY 2024
FY 2025
FY 2026
Pomona
Transit Improvement Program - Gold Line Project
$ 100,000
$ 495,000
$ -
$ -
$ 595,000
TOTAL
$ 100,000
$ 495,000
$ -
$ -
$ 595,000
EXHIBIT D
CITY OF POMONA
EAST SAN GABRIEL VALLEY SUSTAINABILE MULTIMODAL IMPROVEMENT PROJECT (SMIP) Phase 1 Funding & Expenditure Plans
SEE ATTACHED
METRO’S PROJECT FUNDING PLAN (ATTACHMENT A)
&
EXPENDITURE PLAN (ATTACHMENT B)
1775716.1
19 1775716.1
1775716.1
1775716.1
21 1775716.1
20 Attachment No. 1