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Resolution No. 2012-183 (2)RESOLUTION NO. 2012-183 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING THE CITY'S PARTICIPATION IN THE COUNTY -SPONSORED BRIDGE PREVENTATIVE MAINTENANCE PROGRAM, APPROPRIATING $137,000 FROM GENERAL FUND RESERVES TO COVER THE CITY'S LOCAL SHARE OF PROJECT COSTS AND AUTHORIZING THE EXECUTION OF A FINANCIAL AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND THE LOS ANGELES.000NTY PUBLIC WORKS DEPARTMENT WHEREAS, the City of Vernon ("City") owns several roadway overpasses and roadway bridges spanning the Los Angeles River; and WHEREAS, the bridges are inspected biannually by the Los Angeles County Public Works Department ("County"); and WHEREAS, the County identified three bridges have been found to require minor non-structural repairs in order to extend the life of the bridge structures; and WHEREAS, the overall project design, construction and repair costs are estimated to be approximately $1,140,000.00; and WHEREAS, the City's share of said costs is estimated to be approximately 11.47%, which includes, but is not limited to, the cost of preliminary engineering, preparation of plans, specifications, utility engineering, and all other necessary work prior to the award of the construction contract; and WHEREAS, the County has applied for and received grant funding for bridge repairs through the Federal Highway Administration ("FHWA") under the Federal Bridge Preventative Maintenance Program; and WHEREAS, from this grant funding, the County has developed a countywide Preventative Bridge Maintenance Program (the "Program") and has offered participation in the program to local agencies; and WHEREAS, the County seeks a commitment from the City that the City will participate in the Program; and WHEREAS, the Preventative Maintenance is a cost effective means of implementing repairs; and WHEREAS, the City's local share of the engineering design and construction cost for bridge repairs under the County program.is an amount riot to exceed $137,000.00; and WHEREAS, the City was notified of the Program after the FY 2012-2013 budget was adopted resulting in the Program not being included in the Budget but has been included in the amended FY 2012-2013 budget; and WHEREAS, the County is also seeking the City's approval of a Financial Agreement between the City and the County, to be provided by the County once developed, for the preparation of plans, specifications, environmental documents, as well as the construction of repairs to the bridges; and WHEREAS, by memorandum dated August 30, 2012., the Director of Community Services has recommended the approval of the City's participation in the Program, appropriating an amount not to exceed $137,000.00 to cover the City's local share of the project and the authorization to execute a Financial Agreement with the County. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that therecitals contained hereinabove are true and correct. SECTION 2: The.City Council of the City of Vernon hereby' approves the City's participation in the Preventative Bridge - 2 - Maintenance Program. SECTION 3: The City Council of the City of Vernon hereby authorizes the appropriation of $137,000.00 from general fund reserves in order to fund the City's local share of the engineering design and construction costs for the proposed project. SECTION 4: The City Council of the City of Vernon hereby authorizes the City Administrator to execute a Financial Agreement with the Los Angeles County Department of Public Works, for and on behalf of, the City of Vernon, subject to the approval by the City Attorney, and the Acting City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTIONS: The City Council of the City of Vernon hereby instructs the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of thisResolutionand the transactions herein approved or authorized, including but not limited to, any nonsubstantive changes to the Financial Agreement. _3_ SECTION 6: The Acting City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the Acting City Clerk of the City of Vernon shall cause this resolution and the Acting City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 18th day of September, 2012. 1 Name: William J. Davis Title: Mayor Pro -Tern _9_ STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Dana Reed, Acting City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2012-183, was duly passed, approved and adopted by the 'City Council of the City of Vernon at a regular meeting of the City Council duly held.on Tuesday, September 18, 2012, and thereafter was duly signed by the Mayor or Mayor Pro-Te of the City of Vernon. Executed this day of September, 2012, at Vernon, California. (SEAL) - 5 - INS City CITY CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE: September 24, 2012 TO: Kevin Wilson, Director of Community Services & Water FROM: Ana Barcia, Deputy City Clerk( RE: Resolution No. 2012-183 -- A Resolution of the City Council of the City of Vernon Approving the City's Participation in the County -Sponsored Bridge Preventative Maintenance Program, Appropriating $137,000 from General Fund Reserves to Cover the City's Local Share of Project Costs and Authorizing the Execution of a Financial Agreement by and between the City of Vernon and the Los Angeles County Public Works Department Transmitted herewith is a copy of Resolution No. 2012-183 referenced above, which was approved by City Council on September 18, 2012. Thank you. ABJo Attachment Resolution No. 2012-183 Agreement No. 12-101 SUPPORTING DOCUMENTS COUNTY OF LOS ANGELES DEPARTMENT OF PUBLIC WORKS GAIL FARBER,; Dlreotor February 26, 2014 Mr, Mark Whitworth City Administrator City of Vernon 4305 Santa Fe Avenue, Vernon, CA 90058 Dear Mr. Whitworth: "To Enrich Lives Through Effective and Caring Service" 900.SOUTH FREMONT AVENUE ALHAMBRA. CALIFORNIA 91807-1371 Wephone:(626) 458.5 100 httP;//dpw.Iacounty.gov RECEIVED MAR 0 3 2014 CITY ADMINISTRATION BRIDGE PREVENTIVE MAINTENANCE PROGRAM PROPOSED CITY OF VERNON — COUNTY OF LOS ANGELES COOPERATIVE AGREEMENT ADDRESS ALL CORRESPONDENCE TO;: P,O. BOX 1460 ALHAMBRA. CALIFORNIA 91802-1460. IN REPLY PLEASE REFERTO.FILE: D-3 Enclosed for your consideration are three originals of the proposed cooperative agreement for the Bridge Preventive Maintenance Program, which includes various bridges that are jurisdictionally owned by the City of Vernon, The proposed project will consist of preventive maintenance work that will extend the service life of the bridges. The proposed cooperative agreement has been prepared based on discussions between our respective staffs. It provides for the County to perform the preliminary engineering and administer the construction contract of the project with the City to finance its jurisdictional share of the project cost. The total project cost is estimated to be $1,249,000 with the City's share estimated to be $149,000 (see enclosed Total Project Cost Estimate). Under the terms of the proposed cooperative agreement, the City will finance its share by depositing $149,000 in cash with the County after the agreement has been executed by the County. The City's actual share will be based upon a final accounting after completion of the project. The California Environmental Quality Act requires public agency decision makers to document and consider environmental implications of their actions. Accordingly and pursuant to Section 15301(c) of the California Environmental Quality Act gul'delines, we found that this project is categorically exempt from the provisions of the act. If you concur that this project is categorically exempt, please have your duly authorized City officials make such finding. However, if your Council is unable to make this environmental finding, Council action approving the enclosed agreement should be deferred until the appropriate environmental finding can be made. Mr. Mark Whitworth February 26, 2014 Page 2 If this proposed cooperative agreement is satisfactory, please present it to your duly authorized City officials for approval. Upon approval, please return the three originals of the agreement to us for further action. After final approval by Public Works, we will return a fully executed City original to you;, It Is a pleasure to be of assistance to your City. This action is consistent with the County's Strategic Plan Goal of Integrated Services Delivery (Goal 3) as it provides the City with County assistance to fund and administer roadway improvements for the benefit of the motoring public. If you have any questions or require additional information, please contact Mr. David Diotalevi at (626) 458-7802 or ddiotale.@dpw.lacounty.gov. Very truly yours, eAO f FARBER Director of Public Works DSC:dc P:\ddpub\Slructures\BPMPWgreemenls\Glendale\BPMP Glendale- Agmt Transmltlal Letter.doc Enc. cc: Supervisor Michael D. Antonovich (Edel Vizcarra) THIS AGREEMENT, made and entered into by and between the CITY OF VERNON, a municipal corporation in the County of Los Angeles (hereinafter referred to as CITY), and the COUNTY OF LOS ANGELES, a political subdivision of the State of California (hereinafter referred to as COUNTY): WITNESSETH WHEREAS, it is of general interest to CITY and COUNTY to extend the service life of the Bandini Boulevard over Los Angeles River, Soto Street over Los Angeles River, and 26th Street over Downey Road bridges; and WHEREAS, CITY and COUNTY propose to perform one-time only preventive maintenance work on the existing bridges listed above (which work is hereinafter referred to as PROJECT); and WHEREAS, PROJECT is within the geographical boundaries of CITY; and WHEREAS, COUNTY is willing to perform or cause to be performed the PRELIMINARY ENGINEERING, solicitation of construction bids and award of construction contract, and CONTRACT ADMINISTRATION for PROJECT; and WHEREAS, COUNTY is further willing to administer PROJECT under the National Highway Performance Program and/or Surface Transportation Program; and WHEREAS, COST OF PROJECT includes the costs of PRELIMINARY ENGINEERING, COST OF CONSTRUCTION CONTRACT, and costs of CONSTRUCTION ADMINISTRATION as more fully set forth herein; and WHEREAS, COST OF PROJECT is currently estimated to be One Million Two Hundred and Forty-nine Thousand and 00/100 Dollars ($1,249,000.00) with Federal funding reimbursement estimated to be One Million One Hundred Thousand and 00/100 Dollars ($1,100,000.00); and WHEREAS, CITY is willing to finance LOCAL SHARE OF COSTS, the non -Federally reimbursable local agency portion of the COST OF PROJECT; and WHEREAS, CITY is willing to finance LOCAL SHARE OF COSTS, currently estimated to be One Hundred and Forty-nine Thousand and 00/100 Dollars ($149,000.00), by depositing One Hundred and Forty-nine Thousand and 00/100 Dollars ($149,000.00) in cash; and WHEREAS, such a proposal is authorized and provided for by the provisions of Sections 6500 and 23004, at seq., of the Government Code and Sections 1685 and 1803 of the California Streets and Highways Code. Page 1 of 8 NOW, THEREFORE, in consideration of the mutual benefits to be derived by CITY and COUNTY and of the promises herein contained, it is hereby agreed as. follows: 1) DEFINITIONS: a. JURISDICTION .as referred to in this AGREEMENT shall be defined as the area within the geographical boundary of the CITY and the unincorporated areas of the COUNTY. b. PRELIMINARY ENGINEERING as referred to in this AGREEMENT shall consist of environmental findings and approvals/permits; design survey; soils report; traffic index and geometric investigation; preparation of plans, specifications, and cost estimates; right-of-way engineering and certification; utility engineering; and all other necessary work prior to advertising of PROJECT for construction bids. c. COST OF CONSTRUCTION CONTRACT as referred to in this AGREEMENT shall consist of the total of payments to the construction contractor(s) for PROJECT and the total of all payments to utility companies or contractor(s) for the relocation of facilities necessary for the construction of PROJECT., d. CONSTRUCTION ADMINISTRATION as referred to in this AGREEMENT shall consist of construction contract administration, construction inspection, materials testing, construction survey, traffic detour, signing and striping, construction engineering, utility relocation, changes and i modifications of plans and specifications for PROJECT necessitated by unforeseen or unforeseeable field conditions encountered during construction of PROJECT, construction contingencies, and all other necessary work after advertising of PROJECT for construction bids to cause PROJECT to be constructed in accordance with said plans and specifications approved by CITY and COUNTY. e. COST OF PROJECT as referred to in this AGREEMENT shall consist of the COST OF CONSTRUCTION CONTRACT and costs of PRELIMINARY ENGINEERING, CONSTRUCTION ADMINISTRATION, right-of-way certification, utility engineering, and all other work necessary to complete PROJECT in accordance with the approved plans and specifications and shall include currently effective percentages added to total salaries, wages, and equipment costs to cover overhead, administration, and depreciation in connection with any or all of the aforementioned items. Page 2 of 8 LOCAL SHARE OF COSTS as referred to in this AGREEMENT shall consist of COST OF PROJECT less any reimbursement received by COUNTY under the National Highway Performance Program and/or Surface Transportation Program. g. Completion of PROJECT as referred to in this AGREEMENT shall be defined as the date of field acceptance of construction of PROJECT by COUNTY and an electronic notification to CITY'S Director of Public Works/City Engineer that the improvements within CITY'S JURISDICTION are transferred to CITY for the purpose of operation and maintenance. 2) CITY AGREES: a. To finance LOCAL SHARE OF COSTS, the actual amount of which is to be determined by a final accounting, pursuant to paragraph (4) a., below. b. To deposit with COUNTY, following execution of this AGREEMENT and upon. demand by COUNTY, sufficient CITY funds to finance LOCAL SHARE OF COSTS (hereinafter referred to as CITY'S PAYMENT), currently estimated to be One Hundred and Forty-nine Thousand and 00/100 Dollars ($149,000.00). Said demand will consist of a billing invoice prepared by COUNTY and delivered to CITY. c. Upon request from COUNTY, to consent to COUNTY'S request for jurisdiction of the Bandini Boulevard over Los Angeles River, Soto Street over Los Angeles River, and 26th Street over Downey Road bridges, as part of the County System of Highways for the limited purpose of constructing PROJECT. d. To grant to COUNTY, at no cost to COUNTY, permission to occupy public roads in the CITY and any temporary right of way that CITY owns or has an easement for that is necessary for the construction of PROJECT. e. Upon approval of construction plans for PROJECT, to issue COUNTY a no -fee permit(s) authorizing COUNTY to construct those portions of PROJECT within CITYS JURISDICTION. To appoint COUNTY as CITY'S attorney -in -fact for the purpose of representing CITY in all negotiations pertaining to the advertisement of PROJECT for construction bids, award, and administration of the construction contract and in all things necessary and proper to complete PROJECT. To cooperate with COUNTY in conducting negotiations with and, where appropriate, to issue notices to public utility organizations and owners of substructure and overhead facilities regarding the relocation, removal, Page 3 of 8 operation, and maintenance of all surface and underground utilities and facilities, structures, and transportation services, which interfere with the proposed construction. Where utilities have been installed in CITY streets or on CITY property, CITY will provide the necessary right of way for the relocation of those utilities and facilities that interfere with the construction of PROJECT at no cost to COUNTY. CITY will take all necessary steps to grant, transfer, or assign all prior rights over the utility companies and owners of substructure and overhead facilities to COUNTY when necessary to construct, complete, and maintain. PROJECT or to appoint COUNTY as its attorney -in -fact to exercise such prior rights. h. To be financially responsible for disposal and/or mitigation measures, if necessary, should any hazardous materials, chemicals, or contaminants be encountered during construction of PROJECT within CITY'S JURISDICTION. Upon completion of PROJECT to operate and maintain in good condition and at CITY'S expense all improvements constructed as part of PROJECT within CITY'S JURISDICTION. 3) COUNTY AGREES: a. To perform or cause to be performed the PRELIMINARY ENGINEERING, CONSTRUCTION ADMINISTRATION, right-of-way acquisition and clearance matters, and all other work necessary to complete PROJECT. b. To apply for National Highway Performance Program and/or Surface Transportation Program funding to finance the Federally -reimbursable portion of COST OF PROJECT. c. To obtain CITY'S approval of plans for PROJECT prior to advertising for construction bids. d. To solicit PROJECT for construction bids, award and administer the construction contract, do all things necessary and proper to complete PROJECT, and act on behalf of CITY in all negotiations pertaining thereto. e. To furnish CITY within one hundred eighty (180) calendar days after final payment to contractor a final accounting of the actual COST OF PROJECT, including an itemization of actual unit costs and actual quantities for PROJECT. 4) IT IS MUTUALLY UNDERSTOOD AND AGREED AS FOLLOWS: a. The final accounting of the actual total COST OF PROJECT shall include an itemization of unit costs, actual quantities and costs, and Page 4 of 8 reimbursement received under the National Highway Performance Program and/or Surface Transportation Program. b. If CITY'S PAYMENT as set forth in paragraph (2).b above, is not delivered to COUNTY office, which is described on the billing invoice prepared by COUNTY, prior to award of PROJECT, COUNTY may delay the award of PROJECT pending the receipt of CITY'S PAYMENT. c. That if at final accounting LOCAL SHARE OF COSTS exceeds CITY'S PAYMENT, as set forth in paragraphs (2) b above, CITY shall pay to COUNTY the additional amount upon demand to COUNTY. Said demand shall consist of a billing invoice prepared by COUNTY. Conversely, if the required LOCAL SHARE OF COSTS is less than the sum of CITY'S PAYMENT, COUNTY shall remit a refund to CITY within thirty (30) days of the date COUNTY furnishes CITY with the final accounting. d. That if CITY'S PAYMENT, as set forth in paragraph (4) b., above, is not delivered to COUNTY office, which is described on the billing invoice prepared by COUNTY, within sixty (60) calendar days after the date of said invoice, COUNTY is entitled to recover interest thereon beginning sixty (60) calendar days from the date of the invoice at the rate of interest specified in the General Services Agreement executed by the parties to this AGREEMENT currently in effect. e. That if CITY'S PAYMENT, as set forth in paragraph (4) b., above, is not delivered to COUNTY office, which is described on the billing invoice prepared by COUNTY, within sixty (60) calendar days after the date of said invoice, notwithstanding the provisions of Government Code, Section 907, COUNTY may satisfy such indebtedness, including interest thereon, from any funds of CITY on deposit with COUNTY, after giving notice to CITY of COUNTY'S intention to do so. f. CITY shall review the final accounting invoice prepared by COUNTY and report in writing any discrepancies to COUNTY within sixty (60) calendar days after the date of said invoice. Undisputed charges shall be paid by CITY to COUNTY within sixty (60) calendar days after the date of said invoice. COUNTY shall review all disputed charges and submit a written justification detailing the basis for those charges within sixty (60) calendar days of receipt of CITY'S written report. CITY shall then make payment of the previously disputed charges or submit justification for nonpayment within sixty (60) calendar days after the date of COUNTY'S written justification. g. COUNTY at any time may, at its sole discretion, designate an alternative payment mailing address and an alternative schedule for payment of CITY funds, if applicable. CITY shall be notified of such changes by invoice. Page 5 of 8 h. During construction of PROJECT, COUNTY shall furnish an inspector or other representative to perform the functions of an inspector. CITY may also furnish, at no cost to COUNTY, an inspector or other representative to inspect construction of PROJECT. Said inspectors shall cooperate and consult with each other, but the orders of COUNTY inspector to the contractors or any other person in charge of construction shall prevail and be final. This AGREEMENT may be amended or modified only by mutual written consent of CITY and COUNTY. Amendments and modification of a nonmaterial nature may be made by the mutual written consent of the parties' Directors of Public Works or their delegates. Any correspondence, communication, or contact concerning this AGREEMENT shall be directed to the following: CITY: Mr. Mark Whitworth City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058-1714 COUNTY: Ms. Gail Farber Director of Public Works County of Los Angeles Department of Public Works P.O. Box 1460 Alhambra, CA 91802-1460 k. Other than as provided below, neither COUNTY nor any officer or employee of COUNTY shall be responsible for any damage or liability occurring by reason of any acts or omissions on the part of CITY under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of CITY under this AGREEMENT. It is also understood and agreed that, pursuant to Government Code Section 895.4, CITY shall fully indemnify, defend, and hold COUNTY harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of any acts or omissions on the part of CITY under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of CITY under this AGREEMENT. Neither COUNTY nor any officer or employee of COUNTY shall be responsible, directly or indirectly, for damage or liability arising from or attributable to the presence or alleged presence, transport, arrangement, Page 6 of 8 or release of any hazardous materials, chemicals, or contaminants present at or stemming from the PROJECT within the CITY'S JURISDICTION or arising from acts or omissions on the part of the CITY under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of the CITY under this AGREEMENT, including liability under the Comprehensive Environmental, Response, Compensation and Liability Act of 1980 (CERCLA) and under the California Health and Safety Code. It is understood and agreed pursuant to Government Code Section 895.4, CITY shall fully indemnify, defend, and hold COUNTY harmless from any such damage, liability or claim. In addition to being an agreement enforceable under the laws of the State of California, the foregoing indemnity is intended by the parties to be an agreement pursuant to 42 U.S.C. Section 9607(e), Section 107(e), of the amended CERCLA, and California Health and Safety Code Section 25364. m. In contemplation of the provisions of Section 895.2 of the Government Code of the State of California imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement (as defined in Section 895 of said Code), each of the parties hereto, pursuant to the authorization contained in Sections 895.4 and 895.6 of said Code, will assume the full liability imposed upon it or any of its officers, agents, or employees by law for injury caused by any act or omission occurring in the performance of this AGREEMENT to the same extent that such liability would be imposed in the absence of Section 895.2 of said Code. To achieve the above -stated purpose, each of the parties indemnifies and holds harmless the other party for any liability, cost, or expense that may be imposed upon such other party solely by virtue of Section 895.2. The provisions of Section 2778 of the California Civil Code are made a part hereof as if incorporated herein. n. The provisions of this AGREEMENT shall supersede and control over any provisions inconsistent herewith in the Assumption of Liability Agreement No. 32085 between CITY and COUNTY, adopted by the Board of Supervisors on December 27, 1977, and currently in effect. Page 7 of 8 IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed by their respective officers, duly authorized, by the CITY OF VERNON on , 2014, and by the COUNTY OF LOS ANGELES on , 2014. APPROVED AS TO FORM: JOHN F. KRATTLI County Counsel 0 Deputy COUNTY OF LOS ANGELES By Director of Public Works CITY OF VERNON By Mayor ATTEST: By City Clerk APPROVED AS TO FORM: City Attorney P:\ddpub\Structures\BPMP\Agreemenls\Vernon\BPMP Vernon - Coop Agreement.doc Page 8 of 8 AGREEMENT THIS AGREEMENT, made and entered into by and between the CITY OF VERNON, a municipal corporation in the County of Los Angeles (hereinafter referred to as CITY), and the COUNTY OF LOS ANGELES, a political subdivision of the State of California (hereinafter referred to as COUNTY): WITNESSETH WHEREAS, it is of general interest to CITY and COUNTY to extend the service life of the Bandini Boulevard over Los Angeles River, Soto Street over Los Angeles River, and 26th Street over Downey Road bridges; and WHEREAS, CITY and COUNTY propose to perform one-time only preventive maintenance work on the existing bridges fisted above (which work is hereinafter referred to as PROJECT); and WHEREAS, PROJECT is within the geographical boundaries of CITY; and WHEREAS, COUNTY is willing to perform or cause to be performed the PRELIMINARY ENGINEERING, solicitation of construction bids and award of construction contract, and CONTRACT ADMINISTRATION for PROJECT; and WHEREAS, COUNTY is further willing to administer PROJECT under the National Highway Performance Program and/or Surface Transportation Program; and WHEREAS, COST OF PROJECT includes the costs of PRELIMINARY ENGINEERING, COST OF CONSTRUCTION CONTRACT, and costs of CONSTRUCTION ADMINISTRATION as more fully set forth herein; and WHEREAS, COST OF PROJECT is currently estimated to.be One Million Two Hundred and Forty-nine Thousand and 00/100 Dollars ($1,249,000.00) with Federal funding reimbursement estimated to be One Million One Hundred Thousand and 00/100 Dollars ($1,100,000.00); and WHEREAS, CITY is willing to finance LOCAL SHARE OF COSTS, the non -Federally reimbursable local agency portion of the COST OF PROJECT; and WHEREAS, CITY is willing to finance LOCAL SHARE OF COSTS, currently estimated to be One Hundred and Forty-nine Thousand and 00/100 Dollars ($149,000.00), by depositing One Hundred and Forty-nine Thousand and 00/100 Dollars ($149,000.00) in cash; and WHEREAS, such a proposal is authorized and provided for by the provisions of Sections 6500 and 23004, et seq., of the Government Code and Sections 1685 and 1803 of the California Streets and Highways Code. Page 1 of 8 NOW, THEREFORE, in .consideration of the mutual benefits to be derived by CITY and COUNTY and of the promises herein contained, it is hereby agreed as follows: 1) DEFINITIONS: a. JURISDICTION as referred to in this AGREEMENT shall be defined as the area within the geographical boundary of the CITY and the unincorporated areas of the COUNTY. b. PRELIMINARY ENGINEERING as referred to in this AGREEMENT shall consist of environmental findings and approvals/permits; design survey; soils report; traffic index and geometric investigation; preparation of plans, specifications, and cost estimates; right-of-way engineering and certification; utility engineering; and all other necessary work prior to advertising of PROJECT for construction bids: c. COST OF CONSTRUCTION CONTRACT as referred to in this AGREEMENT shall consist of the. total of payments to the construction contractor(s) for PROJECT and the total of all payments, to utility companies or contractor(s) for the relocation of facilities necessary for the construction of PROJECT. d. CONSTRUCTION ADMINISTRATION as referred to in this AGREEMENT shall consist of construction contract administration, construction inspection, materials testing, construction survey, traffic detour, signing and striping, construction engineering, utility relocation, changes and modifications of plans and specifications for PROJECT necessitated by unforeseen or unforeseeable field conditions encountered during construction of PROJECT, construction contingencies, and all other necessary work after advertising of PROJECT for construction bids to cause PROJECT to be constructed in accordance with said plans and specifications approved by CITY and COUNTY. COST OF PROJECT as referred to in this AGREEMENT shall consist of the COST OF CONSTRUCTION CONTRACT and costs of PRELIMINARY ENGINEERING, CONSTRUCTION ADMINISTRATION, right-of-way certification, utility engineering, and all other work necessary to complete PROJECT in accordance with .the approved plans and specifications and shall include currently effective percentages added to total salaries, wages, and equipment costs to cover overhead, administration, and depreciation in connection with any or all of the aforementioned items. Page 2 of 8 2) f. LOCAL SHARE OF COSTS as referred to in this AGREEMENT shall consist of COST OF PROJECT less any reimbursement received by COUNTY under the National Highway Performance Program and/or Surface Transportation Program. g. Completion of PROJECT as referred to in this AGREEMENT shall be defined as the date of field acceptance of construction of PROJECT by COUNTY and an electronic notification to CITY'S Director of Public Works/City Engineer that the improvements within CITY'S JURISDICTION are transferred to. CITY for the purpose of operation and maintenance. CITY AGREES: a. To finance LOCAL SHARE OF COSTS, the actual amount of which is to be determined by a final accounting, pursuant to paragraph (4) a., below. To deposit with COUNTY, following execution of this AGREEMENT and upon demand by COUNTY, sufficient CITY funds to finance LOCAL SHARE OF COSTS (hereinafter referred to as CITY'S PAYMENT), currently estimated to be One Hundred and Forty-nine Thousand and 00/100 Dollars ($149,000.00). Said demand will consist of a billing invoice prepared by COUNTY and delivered to CITY. c. Upon request from COUNTY, to consent to COUNTY'S request for jurisdiction of the Bandini Boulevard over Los Angeles River, Soto Street over Los Angeles River, and 26th Street over Downey Road bridges, as part of the County System of Highways for the limited purpose of constructing PROJECT. d. To grant to COUNTY, at no cost to COUNTY, permission to occupy public roads in the CITY and any temporary right of way that CITY owns or has an easement for that is necessary for the construction of PROJECT. e. Upon approval of construction plans for PROJECT, to issue COUNTY a no -fee permit(s) authorizing COUNTY to construct those portions of PROJECT within CITY'S JURISDICTION. To appoint COUNTY as CITY'S attorney -in -fact for the purpose of representing CITY in all negotiations pertaining to the advertisement of PROJECT for construction bids, award, and administration of the construction contract and in all things necessary and proper to complete PROJECT. g. To cooperate with COUNTY in conducting negotiations with and, where appropriate, to issue notices to public utility organizations and owners of substructure and overhead facilities regarding the relocation, removal, Page 3 of 8 operation, and maintenance of all surface and underground utilities and facilities, structures, and transportation services, which interfere with the proposed construction. Where utilities have been installed in CITY streets or on CITY property, CITY will provide the necessary right of way for the relocation of those utilities and facilities that interfere with the construction of PROJECT at no cost to COUNTY. CITY will take all necessary steps to grant, transfer, or assign all prior rights over the utility companies and owners of substructure and overhead facilities to COUNTY when necessary to construct, complete, and maintain PROJECT or to appoint COUNTY as its attorney -in -fact to exercise such prior rights. h. To be financially responsible for disposal and/or mitigation measures, if necessary, should any hazardous materials, chemicals, or contaminants be encountered during construction of PROJECT within CITY'S JURISDICTION. i. Upon completion of PROJECT to operate and maintain in good condition and at CITY'S expense all improvements constructed as part of PROJECT within CITY'S JURISDICTION. 3) COUNTY AGREES: a. To perform or cause to be performed the PRELIMINARY ENGINEERING, CONSTRUCTION ADMINISTRATION, right-of-way acquisition and clearance matters, and all other work necessary to complete PROJECT. b. To apply for National Highway Performance Program and/or Surface Transportation Program funding to finance the Federally -reimbursable portion of COST OF PROJECT. c. To obtain CITY'S approval of plans for PROJECT prior to advertising for construction bids. d. To solicit PROJECT for construction bids, award and administer the construction contract, do all things necessary and proper to complete PROJECT, and act on behalf of CITY in all negotiations pertaining thereto. e. To furnish CITY within one hundred eighty (180) calendar days after final payment to contractor a final accounting of the actual COST OF PROJECT, including an itemization of actual unit costs and actual quantities for PROJECT. 4) IT IS MUTUALLY UNDERSTOOD AND AGREED AS FOLLOWS: a. The final accounting of the actual total COST OF PROJECT shall include an itemization of unit costs, actual quantities and costs, and Page 4 of 8 reimbursement received under the National Highway Performance Program and/or Surface Transportation Program. b. If CITY'S PAYMENT as set forth in paragraph (2) b above, is not delivered to COUNTY office, which is described on the billing invoice prepared by COUNTY, prior to award of PROJECT, COUNTY may delay the award of PROJECT pending the receipt of CITY'S PAYMENT. c. That if at final accounting LOCAL SHARE OF COSTS exceeds CITY'S PAYMENT, as set forth in paragraphs (2) b above, CITY shall pay to COUNTY the additional amount upon demand to COUNTY. Said demand shall consist of a billing invoice prepared by COUNTY. Conversely, if the required LOCAL SHARE OF COSTS is less than the sum of CITY'S PAYMENT, COUNTY shall remit a refund to CITY within thirty (30) days of the date COUNTY furnishes CITY with the final accounting. d. That if CITY'S PAYMENT, as set forth in paragraph (4) b., above, is not delivered to COUNTY office, which is described on the billing invoice prepared by COUNTY, within sixty (60) calendar days after the date of said invoice, COUNTY is entitled to recover interest thereon beginning sixty (60) calendar days from the date of the invoice at the rate of interest specified in the General Services Agreement executed by the parties to this AGREEMENT currently in effect. e. That if CITY'S PAYMENT, as set forth in paragraph (4) b., above, is not delivered to COUNTY office, which is described on the billing invoice prepared by COUNTY, within sixty (60) calendar days after the date of said invoice, notwithstanding the provisions of Government Code, Section 907, COUNTY may satisfy such indebtedness, including interest thereon, from any funds of CITY on deposit with COUNTY, after giving notice to CITY of COUNTY'S intention to do so. f. CITY shall review the final accounting invoice prepared by COUNTY and report in writing any discrepancies to COUNTY within sixty (60) calendar days after the date of said invoice. Undisputed charges shall be paid by CITY to COUNTY within sixty (60) calendar days after the date of said invoice. COUNTY shall review all disputed charges and submit a written justification detailing the basis for those charges within sixty (60) calendar days of receipt of CITY'S written report. CITY shall then make payment of the previously disputed charges or submit justification for nonpayment within sixty (60) calendar days after the date of COUNTY'S written justification. g. COUNTY at any time may, at its sole discretion, designate an alternative payment mailing address and an alternative schedule for payment of CITY funds, if applicable. CITY shall be notified of such changes by invoice. Page 5 of 8 h. During construction of PROJECT, COUNTY shall furnish an inspector or other representative to perform the functions of an inspector. CITY may also furnish, at no cost to COUNTY, an inspector or other representative. to inspect construction of PROJECT. Said inspectors shall cooperate and consult with each other, but the orders of COUNTY inspector to the contractors or any other person in charge of construction shall prevail and be final. i. This AGREEMENT may be amended or modified only by mutual written consent of CITY and COUNTY. Amendments and modification of a nonmaterial nature may be made by the mutual written consent of the parties' Directors of Public Works or their delegates. j. Any correspondence, communication, . or contact concerning this AGREEMENT shall be directed to the following: CITY: Mr. Mark Whitworth City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058-1714 COUNTY: Ms. Gail Farber Director of Public Works County of Los Angeles Department of Public Works P.O. Box 1460 Alhambra, CA 91802-1460 k. Other than as provided below, neither COUNTY nor any .officer or employee of COUNTY shall be responsible for any damage or liability occurring by reason of any acts or omissions on the part of CITY under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of CITY under this AGREEMENT. It is also understood and agreed that, pursuant to Government Code Section 895.4, CITY shall fully indemnify, defend, and hold COUNTY harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of any acts or omissions on the part of CITY under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of CITY under this AGREEMENT. I. Neither COUNTY nor any officer or employee of COUNTY shall be responsible, directly or indirectly, for damage or liability arising from or attributable to the presence or alleged presence, transport, arrangement, Page 6 of 8 or release of any hazardous materials, chemicals, or contaminants present at or stemming from the PROJECT within the CITYS JURISDICTION or arising from acts or omissions on the part of the CITY under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of the CITY under this AGREEMENT, including liability under the Comprehensive Environmental, Response, Compensation and Liability Act of 1980 (CERCLA) and under the California Health and Safety Code. It is understood and agreed pursuant to Government Code Section 895.4, CITY shall fully indemnify, defend, and hold COUNTY harmless from any such damage, liability or claim. In addition to being an agreement enforceable under the laws of the State of California, the foregoing indemnity is intended by the parties to be an agreement pursuant to 42 U.S.C. Section 9607(e), Section 107(e), of the amended CERCLA, and California Health and Safety Code Section 25364. m. In contemplation of the provisions of Section 895.2 of the Government Code of the State of California imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement (as defined in Section 895 of said Code), each of the parties hereto, pursuant to the authorization contained in Sections 895.4 and 895.6 of said Code, will assume the full liability imposed upon it or any of its officers, agents, or employees by law for injury caused by any act or omission occurring in the performance of this AGREEMENT to the same extent that such liability would be imposed in the absence of Section 895.2 of said Code: To achieve the above -stated purpose, each of the parties indemnifies and holds harmless the other party for any liability, cost, or expense that may be imposed upon such other party solely by virtue of Section 895.2. The provisions of Section 2778 of the California Civil Code are made a part hereof as if incorporated herein. n. The provisions of this AGREEMENT shall supersede and control over any provisions inconsistent herewith in the Assumption of Liability Agreement No. 32085 between CITY and COUNTY, adopted by the Board of Supervisors on December 27, 1977, and currently in effect. Page 7 of 8 IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed by their respective officers, duly authorized, by the CITY OF VERNON on 2014, and by the COUNTY OF LOS ANGELES on .2014. APPROVED AS TO FORM: JOHN F. KRATTLI County Counsel m Deputy COUNTY OF LOS ANGELES By Director of Public Works CITY OF VERNON By Mayor ATTEST: By City Clerk APPROVED AS TO FORM: By City Attorney P:Wdpub\Structures\BPMP\Agreements\Vernon\BPMP Vemon -Coop Agreement.eoc Page 8 of 8 AGREEMENT THIS AGREEMENT, made and entered into by and between the CITY OF VERNON, a municipal corporation in the County of Los Angeles (hereinafter referred to as CITY), and the COUNTY OF LOS ANGELES, a political subdivision of the State of California (hereinafter referred to as COUNTY): WHEREAS, it is of general interest to CITY and COUNTY to extend the service life of the Bandini Boulevard over Los Angeles River, Soto Street over Los Angeles River, and 26th Street over Downey Road bridges; and WHEREAS, CITY and COUNTY propose to perform one-time only preventive maintenance work on the existing bridges listed above (which work is hereinafter referred to as PROJECT); and WHEREAS, PROJECT is within the geographical boundaries of CITY; and WHEREAS, COUNTY is willing to perform or cause to be performed the PRELIMINARY ENGINEERING, solicitation of construction bids and award of construction contract, and CONTRACT ADMINISTRATION for PROJECT; and WHEREAS, COUNTY is further willing to administer PROJECT under the National Highway Performance Program and/or Surface Transportation Program; and WHEREAS, COST OF PROJECT includes the costs of PRELIMINARY ENGINEERING, COST OF CONSTRUCTION CONTRACT, and costs of CONSTRUCTION ADMINISTRATION as more fully set forth herein; and WHEREAS, COST OF PROJECT is currently estimated to be One Million Two Hundred and Forty-nine Thousand and 00/100 Dollars ($1,249,000.00) with Federal funding reimbursement estimated to be One Million One Hundred Thousand and 00/100 Dollars ($1,100,000.00); and WHEREAS, CITY is willing to finance LOCAL SHARE. OF COSTS, the non -Federally reimbursable local agency portion of the COST OF PROJECT; and WHEREAS,. CITY is willing to finance LOCAL SHARE OF COSTS, currently estimated to be One Hundred . and Forty-nine Thousand and 00/100 Dollars ($149,000.00), by depositing One Hundred and Forty-nine Thousand and 00/100 Dollars ($149,000.00) in cash; and WHEREAS, such a proposal is authorized and provided for by the provisions of Sections 6500 and 23004, et seq., of the Government Code and Sections 1685 and 1803 of the California Streets and Highways Code. Page 1 of 8 NOW, THEREFORE, in consideration of the mutual benefits to be derived by CITY and COUNTY and of the promises herein contained, it is hereby agreed as follows: 1) DEFINITIONS: JURISDICTION as referred to in this AGREEMENT shall be defined as the area within the geographical boundary of the CITY and the unincorporated areas of the COUNTY. b. PRELIMINARY ENGINEERING as referred to in this AGREEMENT shall consist of environmental -findings and approvals/permits; design survey; soils report; traffic index and geometric investigation; preparation of plans, specifications, and cost estimates; right-of-way engineering and certification; utility engineering; and all other necessary work prior to advertising of PROJECT for construction bids. c. COST OF CONSTRUCTION CONTRACT as referred to in this AGREEMENT shall consist of the total of payments to the construction contractor(s) for PROJECT and the total of all payments to utility companies or contractor(s) for the relocation of facilities necessary for the construction of PROJECT. d. CONSTRUCTION ADMINISTRATION as referred to in this AGREEMENT shall consist of construction contract administration, construction inspection, materials testing, construction survey, traffic detour, signing and striping, construction engineering, utility relocation, changes and modifications of plans and specifications for PROJECT necessitated by unforeseen or unforeseeable field conditions encountered during construction of PROJECT, construction contingencies, and all other necessary work after advertising of PROJECT for construction bids to cause PROJECT to be constructed in accordance with said plans and specifications approved by CITY and COUNTY. e. COST OF PROJECT as referred to in this AGREEMENT shall consist of the COST OF CONSTRUCTION CONTRACT and costs of PRELIMINARY ENGINEERING, CONSTRUCTION ADMINISTRATION, right-of-way certification, utility engineering, and all other work necessary to complete PROJECT in accordance with the approved plans and specifications and shall include currently effective percentages added to total salaries, wages, and equipment costs to cover overhead, administration, and depreciation in connection with any or all of the aforementioned items. Page 2 of 8 f. LOCAL SHARE OF COSTS as referred to in this AGREEMENT shall consist of COST OF PROJECT less any reimbursement received by COUNTY under the National Highway Performance Program and/or Surface Transportation Program. g. Completion of PROJECT as referred to in this AGREEMENT shall be defined as the date of field acceptance of construction. of PROJECT by COUNTY and an electronic notification to CITY'S Director of Public Works/City Engineer that the improvements within CITY'S JURISDICTION. are transferred to CITY for the purpose of operation and maintenance. 2) CITY AGREES: a. To finance LOCAL SHARE OF COSTS, the actual amount of which is to be determined by a final accounting, pursuant to paragraph (4) a., below. b. To deposit with COUNTY, following execution of this AGREEMENT and upon demand by COUNTY, sufficient CITY funds to finance LOCAL SHARE OF COSTS (hereinafter referred to as CITY'S PAYMENT), currently estimated to be One Hundred and Forty-nine Thousand and 00/100 Dollars ($149,000.00). Said demand will consist of a billing invoice prepared by COUNTY and delivered to CITY. c. Upon request from COUNTY, to consent to COUNTY'S request for jurisdiction of the Bandini Boulevard over Los Angeles River, Soto Street over Los Angeles River, and 26th Street over Downey Road bridges, as part of the County System of Highways for the limited purpose of constructing PROJECT. d. To grant to COUNTY, at no cost to COUNTY, permission to occupy public roads in the CITY and any temporary right of way that CITY owns or has an easement for that is necessary for the construction of PROJECT. e. Upon approval of construction plans for PROJECT, to issue COUNTY a no -fee permit(s) authorizing COUNTY to construct those portions of PROJECT within CITY'S JURISDICTION. f. To appoint COUNTY as CITY'S attorney -in -fact for the purpose of representing CITY in all negotiations pertaining to the advertisement of PROJECT for construction bids, award, and administration of the construction contract and in all things necessary and proper to complete PROJECT. g. To cooperate with COUNTY in conducting negotiations with and, where appropriate, to issue notices to public utility organizations and owners of substructure and overhead facilities regarding the relocation, removal, Page 3 of 8 operation, and maintenance of all surface and underground utilities and facilities, structures, and transportation services, which interfere with the proposed construction. Where utilities have been installed in CITY streets or on CITY property, CITY will provide the necessary right of way for the relocation of those utilities and facilities that interfere with the construction of PROJECT at no cost to COUNTY. CITY will take all necessary steps to grant, transfer, or assign all prior rights over the utility companies and owners of substructure and overhead facilities to COUNTY when necessary to construct, complete, and maintain PROJECT or to appoint COUNTY as its attorney -in -fact to exercise such prior rights. h. To be financially responsible for disposal and/or mitigation measures, if necessary, should any hazardous materials, chemicals, or contaminants be encountered during construction of PROJECT within CITY'S JURISDICTION. Upon completion of PROJECT to operate and maintain in good condition and at CITY'S expense all improvements constructed as part of PROJECT within CITY'S JURISDICTION. 3) COUNTY AGREES: a. To perform or cause to be performed the PRELIMINARY ENGINEERING, CONSTRUCTION ADMINISTRATION, right-of-way acquisition and clearance matters, and all other work necessary to complete PROJECT. b. To apply for National Highway Performance Program and/or Surface Transportation Program funding to finance the Federally -reimbursable portion of COST OF PROJECT. c. To obtain CITY'S approval of plans for PROJECT prior to advertising for construction bids. d. To solicit PROJECT for construction bids, award and administer the construction contract, do ail things necessary and proper to complete PROJECT, and act on behalf of CITY in all negotiations pertaining thereto. e. To furnish CITY within one hundred eighty (180) calendar days after final payment to contractor a final accounting of the actual COST OF PROJECT, including an itemization .of actual unit costs and actual quantities for PROJECT. 4) IT IS MUTUALLY UNDERSTOOD AND AGREED AS FOLLOWS: a. The final accounting of the actual total COST OF PROJECT shall include an itemization of unit costs, actual quantities and costs, and Page 4 of 8 reimbursement received under the National Highway Performance Program and/or Surface Transportation Program. b. If CITY'S PAYMENT as set forth in paragraph (2) b above, is not delivered to COUNTY office, which is described on the billing invoice prepared by COUNTY, prior to award of PROJECT, COUNTY may delay the award of PROJECT pending the receipt of CITY'S PAYMENT. c. That if at final accounting LOCAL SHARE OF COSTS exceeds CITY'S PAYMENT, as set forth in paragraphs (2) b above, CITY shall pay to COUNTY the additional amount upon demand to COUNTY. Said demand shall consist of a billing invoice prepared by COUNTY. Conversely, if the required LOCAL SHARE OF COSTS is less than the sum of CITY'S PAYMENT, COUNTY shall remit a refund to CITY within thirty (30) days of the date COUNTY furnishes CITY with the final accounting. d. That if CITY'S PAYMENT, as set forth in paragraph (4) b., above, is not delivered to COUNTY office, which is described on the billing invoice prepared by COUNTY, within sixty (60) calendar days after the date of said invoice, COUNTY is entitled to recover interest thereon beginning sixty (60) calendar days from the date of the invoice at the rate of interest specified in the General Services Agreement executed by the parties to this AGREEMENT currently in effect. e. That if CITY'S PAYMENT, as set forth in paragraph (4) b., above, is not delivered to COUNTY office, which is described on the billing invoice prepared by COUNTY, within sixty (60) calendar days after the date of said invoice, notwithstanding the provisions of Government Code, Section 907, COUNTY may satisfy such indebtedness, including interest thereon, from any funds of CITY on deposit with COUNTY, after giving notice to CITY of COUNTY'S Intention to do so. CITY shall review the final accounting invoice prepared by COUNTY and report in writing any discrepancies to COUNTY within sixty (60) calendar days after the date of said invoice. Undisputed charges shall be paid by CITY to COUNTY within sixty (60) calendar days after the date of said invoice. COUNTY shall review all disputed charges and submit a written justification detailing the basis for those charges within sixty (60) calendar days of receipt of CITY'S written report. CITY shall then make payment of the previously disputed charges or submit justification for nonpayment within sixty (60) calendar days after the date of COUNTY'S written justification. g. COUNTY at any time may, at its sole discretion, designate an alternative payment mailing address and an alternative schedule for payment of CITY funds, if applicable. CITY shall be notified of such changes by invoice. Page 5 of 8 h. During construction of PROJECT, COUNTY shall furnish an inspector or other representative to perform the functions of an inspector. CITY may also furnish, at no cost to COUNTY, an inspector or other representative to inspect construction of PROJECT. Said inspectors shall cooperate and consult with each other, but the orders. of COUNTY inspector to the contractors or any other person in charge of construction shall prevail and be final. This AGREEMENT may be amended or modified only by mutual written consent of CITY and COUNTY. Amendments and modification of a nonmaterial nature may be made by the mutual written consent of the parties' Directors of Public Works or their delegates. Any correspondence, communication, or contact concerning this AGREEMENT shall be directed to the following: CITY: Mr. Mark Whitworth City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058-1714 COUNTY: Ms. Gail Farber Director of Public Works County of Los Angeles Department of Public Works P.O. Box 1460 Alhambra, CA 91802-1460 k. Other than as provided below, neither COUNTY nor any officer or employee of COUNTY shall be responsible for any damage or liability occurring by reason of any acts or omissions on the part of CITY under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of CITY under this AGREEMENT. It is also understood and agreed that, pursuant to Government Code Section 895.4, CITY shall fully indemnify, defend, and hold COUNTY harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of any acts or omissions on the part of CITY under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of CITY under this AGREEMENT. Neither COUNTY nor any officer or employee of COUNTY shall be responsible, directly or indirectly, for damage or liability arising from or attributable to the presence or alleged presence, transport, arrangement, Page 6 of 8 or release of any hazardous materials, chemicals, or contaminants present at or stemming from the PROJECT within the CITY'S JURISDICTION or arising from acts or omissions on the part of the CITY under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of the CITY under this AGREEMENT, including liability under the Comprehensive Environmental, Response, Compensation and Liability Act of 1980 (CERCLA) and under the California Health and Safety Code. It is understood and agreed pursuant to Government Code Section 895.4, CITY shall fully indemnify, defend, and hold COUNTY harmless from any such damage, liability or claim. In addition to being an agreement enforceable under the laws of the State of California, the foregoing indemnity is intended by the parties to be an agreement pursuant to 42.U.S.C. Section 9607(e), Section 107(e), of the amended CERCLA, and California Health and Safety Code Section 25364. m. In contemplation of the provisions of Section 895.2 of the Government Code of the State of California imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement (as defined in Section 895 of said Code), each of the parties hereto, pursuant to the authorization contained in Sections 895.4 and 895.6 of said Code, will assume the full liability imposed upon it or any of its officers, agents, or employees by law for injury caused by any act or omission occurring in the performance of this AGREEMENT to the same extent that such liability would be imposed in the absence of Section 895.2 of said Code. To achieve the above -stated purpose, each of the parties indemnifies and holds harmless the other party for any liability, cost, or expense that may be imposed upon such other party solely by virtue of Section 895.2. The provisions of Section 2778 of the California Civil Code are made a part hereof as if incorporated herein. n. The provisions. of this AGREEMENT shall supersede and control over any .provisions inconsistent herewith in the Assumption of Liability Agreement No. 32085 between CITY and COUNTY, adopted by the Board of Supervisors on December 27, 1977, and currently in effect. 11 1\ Page 7 of 8 IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed by their respective officers, duly authorized, by the CITY OF VERNON on , 2014, and by the COUNTY OF LOS ANGELES on , 2014. APPROVED AS TO FORM: JOHN F. KRATTLI County Counsel m Deputy COUNTY OF LOS ANGELES M Director of Public Works CITY OF VERNON By Mayor ATTEST: By City Clerk APPROVED AS TO FORM: By City Attorney P:Iddpuo\StructureslBPMPtAgreementslVernonlBPMP Vemon - Coop Agmement.doc Page 8 of 8 COUNTY OF LOS ANGELES DEPARTMENT OF PUBLIC WORKS HIGHWAY BRIDGE PROGRAM (HBP) BRIDGE PREVENTIVE MAINTENANCE PROGRAM (BPMP) TOTAL PROJECT COST ESTIMATE (TPCE) City of Vernon 7117/13 Preliminary Engineering (PE) 37,500 Construction Contract 860,612 Construction Contingency (CONT) - (25%of Construction Contract) 215,153' Construction Engineering ICE) - (15% of Construction Contract) 129,092 Total Construction Cost 1,204,857 1,242,357 of PE and CE)' Reimbursement ... HBP - BPMP (88.53% of qualifying2 Project Cost Estimate) (1,100,000) Total Reimbursement (1,100,000) Net City Cost (TPCE less Reimbursement) 149,000 10116 of TPCE 125,000 Required City Deposal Notes t Per City -County Assumption of Liability /Joint Indemnity Agreement 2 Excludes any betterments and any costs/rates in excess of Federally approved ' Net City Cost but not less than 10% of TPCE BPMP Worksheet (current) CONTRACT/AMENDMENT SIGNATURE ROUTING FORM CONTRACTOR: County of Los Angeles - Bridge Preventative Maintenance Program Agreement CONTRACT PURPOSE: CONTRACT IS: ❑ FEDERAL ❑ PREVAILING WAGE ❑ COMPETIVE SELECTION & NOTICED RFP ❑ COMPETITIVE BID & NOTICED INVITATION TO BID ❑ EXEMPT FROM COMPETITIVE PROCESS (APPROVAL ATTACHED) Pr' SERVICES ❑ MATERIALS WBUDGETED ❑ NOT BUDGETED TOTAL CONTRACT VALUE: $149,000 Charge Acct. No(s) E 011.1043.900000 Amendment Value ❑ Contract is an Amendment to Contract No. (if Applicable) RESPONSIBLE DEPARTMENT PERSON: Rafael Contreras PHONE: ext. 215 AUTHORIZATION: tf Approved by Council on 4/1/2014 (Check One) Resolution No. (if applicable) ❑ Approved by City Administrator on Note: Attach supporting documentation Amendment Approved by (if applicable) ROUTING SEQUENCE: (Please Follow In Order — Do not use N/A) Initials Date (1) Responsible Department Person -/*Lr6�2) Checks substance of contract and assembles+we;(2rcopies of Contract, insurance & bond documents, certifies compliance With Competitive Bidding and Purchasing Ordinance C � LI ty (2) Liability and Claims Approves insurance and sureties, if bonds required (3) Finance (Purchasing) Checks compliance with Competitive Bidding & Living Wage Ordinances And reflected in current budget (4) City Attorney Approves contract as to form, verifies bonds and insurance included (5) City Signatory / Signs all copies on behalf of City 6 L% (6) City Clerk Attests signatures, numbers, files contract, insurance and bonds, and transmits duplicate original to contractor Rev. 4M/13 TRANSMITTAL COMMUNICATION OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 April 30, 2014 Gail Farber Director of Public Works County of Los Angeles Department of Public Works P.O. Box 1460 Alhambra, CA 91802-1460 Re: Bridge Preventative Maintenance Program Agreement Dear Ms. Farber: Transmitted herewith are three partially executed originals of the above -referenced agreement, approved by City Council minute order on April 1, 2014. Please return one fully executed original agreement to the undersigned. If you have any questions regarding this matter, please contact Rafael Contreras at (323) 583- 8811 ext. 215. Very truly yours, Deborah R. Juarez Records Management Assistant Enclosures c: Rafael Contreras William Fox S. Kevin Wilson Resolution No. 2012-183 Agreement No. 12-101 E7ccfusivefy Industriaf PARTIALLY EXECUTED AGREEMENT AGREEMENT THIS AGREEMENT, made and entered into by and between the CITY OF VERNON, a municipal corporation in the County of Los Angeles (hereinafter referred to as CITY), and the COUNTY OF LOS ANGELES, a political subdivision of the State of California (hereinafter referred to as COUNTY): WITNESSETH WHEREAS, it is of general interest to CITY and COUNTY to extend the service life of the Bandini Boulevard over Los Angeles River, Soto Street over Los Angeles River, and 26th Street over Downey Road bridges; and WHEREAS, CITY and COUNTY propose to perform one-time only preventive maintenance work on the existing bridges listed above (which work is hereinafter referred to as PROJECT); and WHEREAS, PROJECT is within the geographical boundaries of CITY; and WHEREAS, COUNTY is willing to perform or cause to be performed the PRELIMINARY ENGINEERING, solicitation of construction bids and award of construction contract, and CONTRACT ADMINISTRATION for PROJECT; and WHEREAS, COUNTY is further willing to administer PROJECT under the National Highway Performance Program and/or Surface Transportation Program; and WHEREAS, COST OF PROJECT includes the costs of PRELIMINARY ENGINEERING, COST OF CONSTRUCTION CONTRACT, and costs of CONSTRUCTION ADMINISTRATION as more fully set forth herein; and WHEREAS, COST OF PROJECT is currently estimated to be One Million Two Hundred and Forty-nine Thousand and 00/100 Dollars ($1,249,000.00) with Federal funding reimbursement estimated to be One Million One Hundred Thousand and 00/100 Dollars ($1,100,000.00); and WHEREAS, CITY is willing to finance LOCAL SHARE OF COSTS, the non -Federally reimbursable local agency portion of the COST OF PROJECT; and WHEREAS, CITY is willing to finance LOCAL SHARE OF COSTS, currently estimated to be One Hundred and Forty-nine Thousand and 00/100 Dollars ($149,000.00), by depositing One Hundred and Forty-nine Thousand and 00/100 Dollars ($149,000.00) in cash; and WHEREAS, such a proposal is authorized and provided for by the provisions of Sections 6500 and 23004, et seq., of the Government Code and Sections 1685 and 1803 of the California Streets and Highways Code. Page 1 of 9 NOW, THEREFORE, in consideration of the mutual benefits to be derived by CITY and COUNTY and of the promises herein contained, it is hereby agreed as follows: 1) DEFINITIONS: a. JURISDICTION as referred to in this AGREEMENT shall be defined as the area within the geographical boundary of the CITY and the unincorporated areas of the COUNTY. b. PRELIMINARY ENGINEERING as referred to in this AGREEMENT shall consist of environmental findings and approvals/permits; design survey; soils report; traffic index and geometric investigation; preparation of plans, specifications, and cost estimates; right-of-way engineering and certification; utility engineering; and all other necessary work prior to advertising of PROJECT for construction bids. c. COST OF CONSTRUCTION CONTRACT as referred to in this AGREEMENT shall consist of the total of payments to the construction contractor(s) for PROJECT and the total of all payments to utility companies or contractor(s) for the relocation of facilities necessary for the construction of PROJECT. d. CONSTRUCTION ADMINISTRATION as referred to in this AGREEMENT shall consist of construction contract administration, construction inspection, materials testing, construction survey, traffic detour, signing and striping, construction engineering, utility relocation, changes and modifications of plans and specifications for PROJECT necessitated by unforeseen or unforeseeable field conditions encountered during construction of PROJECT, construction contingencies, and all other necessary work after advertising of PROJECT for construction bids to cause PROJECT to be constructed in accordance with said plans and specifications approved by CITY and COUNTY. e. COST OF PROJECT as referred to in this AGREEMENT shall consist of the COST OF CONSTRUCTION CONTRACT and costs of PRELIMINARY ENGINEERING, CONSTRUCTION ADMINISTRATION, right-of-way certification, utility engineering, and all other work necessary to complete PROJECT in accordance with the approved plans and specifications and shall include currently effective percentages added to total salaries, wages, and equipment costs to cover overhead, administration, and depreciation in connection with any or all of the aforementioned items. Page 2 of 9 f. LOCAL SHARE OF COSTS as referred to in this AGREEMENT shall consist of COST OF PROJECT less any reimbursement received by COUNTY under the National Highway Performance Program and/or Surface Transportation Program. g. Completion of PROJECT as referred to in this AGREEMENT shall be defined as the date of field acceptance of construction of PROJECT by COUNTY and an electronic notification to CITY'S Director of Public Works/City Engineer that the improvements within CITY'S JURISDICTION are transferred to CITY for the purpose of operation and maintenance. 2) CITY AGREES: a. To finance LOCAL SHARE OF COSTS, the actual amount of which is to be determined by a final accounting, pursuant to paragraph (4) a., below. b. To deposit with COUNTY, following execution of this AGREEMENT and upon demand by COUNTY, sufficient CITY funds to finance LOCAL SHARE OF COSTS (hereinafter referred to as CITY'S PAYMENT), currently estimated to be One Hundred and Forty-nine Thousand and 00/100 Dollars ($149,000.00). Said demand will consist of a billing invoice prepared by COUNTY and delivered to CITY. c. Upon request from COUNTY, to consent to COUNTY'S request for jurisdiction of the Bandini Boulevard over Los Angeles River, Soto Street over Los Angeles River, and 26th Street over Downey Road bridges, as part of the County System of Highways for the limited purpose of constructing PROJECT. d. To grant to COUNTY, at no cost to COUNTY, permission to occupy public roads in the CITY and any temporary right of way that CITY owns or has an easement for that is necessary for the construction of PROJECT. e. Upon approval of construction plans for PROJECT, to issue COUNTY a no -fee permit(s) authorizing COUNTY to construct those portions of PROJECT within CITY'S JURISDICTION. f. To appoint COUNTY as CITY'S attorney -in -fact for the purpose of representing CITY in all negotiations pertaining to the advertisement of PROJECT for construction bids, award, and administration of the construction contract and in all things necessary and proper to complete PROJECT. g. To cooperate with COUNTY in conducting negotiations with and, where appropriate, to issue notices to public utility organizations and owners of substructure and overhead facilities regarding the relocation, removal, Page 3 of 9 operation, and maintenance of all surface and underground utilities and facilities, structures, and transportation services, which interfere with the proposed construction. Where utilities have been installed in CITY streets or on CITY property, CITY will provide the necessary right of way for the relocation of those utilities and facilities that interfere with the construction of PROJECT at no cost to COUNTY. CITY will take all necessary steps to grant, transfer, or assign all prior rights over the utility companies and owners of substructure and overhead facilities to COUNTY when necessary to construct, complete, and maintain PROJECT or to appoint COUNTY as its attorney -in -fact to exercise such prior rights. h. To be financially responsible for disposal and/or mitigation measures, if necessary, should any hazardous materials, chemicals, or contaminants be encountered during construction of PROJECT within CITY'S JURISDICTION. i. Upon completion of PROJECT to operate and maintain in good condition and at CITY'S expense all improvements constructed as part of PROJECT within CITY'S JURISDICTION. 3) COUNTY AGREES: a. To perform or cause to be performed the PRELIMINARY ENGINEERING, CONSTRUCTION ADMINISTRATION, right-of-way acquisition and clearance matters, and all other work necessary to complete PROJECT. b. To apply for National Highway Performance Program and/or Surface Transportation Program funding to finance the Federally -reimbursable portion of COST OF PROJECT. c. To obtain CITY'S approval of plans for PROJECT prior to advertising for construction bids. d. To solicit PROJECT for construction bids, award and administer the construction contract, do all things necessary and proper to complete PROJECT, and act on behalf of CITY in all negotiations pertaining thereto. e. To furnish CITY within one hundred eighty (180) calendar days after final payment to contractor a final accounting of the actual COST OF PROJECT, including an itemization of actual unit costs and actual quantities for PROJECT. 4) IT IS MUTUALLY UNDERSTOOD AND AGREED AS FOLLOWS: a. The final accounting of the actual total COST OF PROJECT shall include an itemization of unit costs, actual quantities and costs, and Page 4 of 9 reimbursement received under the National Highway Performance Program and/or Surface Transportation Program. b. If CITY'S PAYMENT as set forth in paragraph (2) b above, is not delivered to COUNTY office, which is described on the billing invoice prepared by COUNTY, prior to award of PROJECT, COUNTY may delay the award of PROJECT pending the receipt of CITY'S PAYMENT. c. That if at final accounting LOCAL SHARE OF COSTS exceeds CITY'S PAYMENT, as set forth in paragraphs (2) b above, CITY shall pay to COUNTY the additional amount upon demand to COUNTY. Said demand shall consist of a billing invoice prepared by COUNTY. Conversely, if the required LOCAL SHARE OF COSTS is less than the sum of CITY'S PAYMENT, COUNTY shall remit a refund to CITY within thirty (30) days of the date COUNTY furnishes CITY with the final accounting. d. That if CITY'S PAYMENT, as set forth in paragraph (4) b., above, is not delivered to COUNTY office, which is described on the billing invoice prepared by COUNTY, within sixty (60) calendar days after the date of said invoice, COUNTY is entitled to recover interest thereon beginning sixty (60) calendar days from the date of the invoice at the rate of interest specified in the General Services Agreement executed by the parties to this AGREEMENT currently in effect. e. That if CITY'S PAYMENT, as set forth in paragraph (4) b., above, is not delivered to COUNTY office, which is described on the billing invoice prepared by COUNTY, within sixty (60) calendar days after the date of said invoice, notwithstanding the provisions of Government Code, Section 907, COUNTY may satisfy such indebtedness, including interest thereon, from any funds of CITY on deposit with COUNTY, after giving notice to CITY of COUNTY'S intention to do so. f. CITY shall review the final accounting invoice prepared by COUNTY and report in writing any discrepancies to COUNTY within sixty (60) calendar days after the date of said invoice. Undisputed charges shall be paid by CITY to COUNTY within sixty (60) calendar days after the date of said invoice. COUNTY shall review all disputed charges and submit a written justification detailing the basis for those charges within sixty (60) calendar days of receipt of CITY'S written report. CITY shall then make payment of the previously disputed charges or submit justification for nonpayment within sixty (60) calendar days after the date of COUNTY'S written justification. g. COUNTY at any time may, at its sole discretion, designate an alternative payment mailing address and an alternative schedule for payment of CITY funds, if applicable. CITY shall be notified of such changes by invoice. Page 5 of 9 h. During construction of PROJECT, COUNTY shall furnish an inspector or other representative to perform the functions of an inspector. CITY may also furnish, at no cost to COUNTY, an inspector or other representative to inspect construction of PROJECT. Said inspectors shall cooperate and consult with each other, but the orders of COUNTY inspector to the contractors or any other person in charge of construction shall prevail and be final. i. This AGREEMENT may be amended or modified only by mutual written consent of CITY and COUNTY. Amendments and modification of a nonmaterial nature may be made by the mutual written consent of the parties' Directors of Public Works or their delegates. j. Any correspondence, communication, or contact concerning this AGREEMENT shall be directed to the following: CITY: Mr. Mark Whitworth City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058-1714 COUNTY: Ms. Gail Farber Director of Public Works County of Los Angeles Department of Public Works P.O. Box 1460 Alhambra, CA 91802-1460 k. Other than as provided below, neither COUNTY nor any officer or employee of COUNTY shall be responsible for any damage or liability occurring by reason of any acts or omissions on the part of CITY under or in connection with any work; authority, or jurisdiction delegated to or determined to be the responsibility of CITY under this AGREEMENT. It is also understood and agreed that, pursuant to Government Code Section 895.4, CITY shall fully indemnify, defend, and hold COUNTY harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of any acts or omissions on the part of CITY under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of CITY under this AGREEMENT. I. Neither COUNTY nor any officer or employee of COUNTY shall be responsible, directly or indirectly, for damage or liability arising from or attributable to the presence or alleged presence, transport, arrangement, Page 6 of 9 or release of any hazardous materials, chemicals, or contaminants present at or stemming from the PROJECT within the CITY'S JURISDICTION or arising from acts or omissions on the part of the CITY under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of the CITY under this AGREEMENT, including liability under the Comprehensive Environmental, Response, Compensation and Liability Act of 1980 (CERCLA) and under the California Health and Safety Code. It is understood and agreed pursuant to Government Code Section 895.4, CITY shall fully indemnify, defend, and hold COUNTY harmless from any such damage, liability or claim. In addition to being an agreement enforceable under the laws of the State of California, the foregoing indemnity is intended by the parties to be an agreement pursuant to 42 U.S.C. Section 9607(e), Section 107(e), of the amended CERCLA, and California Health and Safety Code Section 25364. m. Other than as provided below, neither CITY nor any officer or employee of CITY shall be responsible for any damage or liability occurring by reason of any acts or omissions on the part of COUNTY under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of COUNTY under this AGREEMENT. It is also understood and agreed that, pursuant to Government Code Section 895.4, COUNTY shall fully indemnify, defend, and hold CITY harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of any acts or omissions on the part of COUNTY under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of COUNTY under this AGREEMENT. ,n. In contemplation of the provisions of Section 895.2 of the Government Code of the State of California imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement (as defined in Section 895 of said Code), each of the parties hereto, pursuant to the authorization contained in Sections 895.4 and 895.6 of said Code, will assume the full liability imposed upon it or any of its officers, agents, or employees by law for injury caused by any act or omission occurring in the performance of this AGREEMENT to the same extent that such liability would be imposed in the absence of Section 895.2 of said Code. To achieve the above -stated purpose, each of the parties indemnifies and holds harmless the other party for any liability, cost, or expense that may be imposed upon such other party solely by virtue of Section 895.2. The provisions of Section 2778 of the California Civil Code are made a part hereof as if incorporated herein. o. The provisions of this AGREEMENT shall supersede and control over any provisions inconsistent herewith in the Assumption of Liability Agreement Page 7 of 9 No. 32085 between CITY and COUNTY, adopted by the Board of Supervisors on December 27, 1977, and currently in effect. Page 8 of 9 IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed by their respective officers, duly authorized, by the CITY OF VERNON on , 2014, and by the COUNTY OF LOS ANGELES on , 2014. APPROVED AS TO FORM: JOHN F. KRATTLI County Counsel M Deputy COUNTY OF LOS ANGELES 0 Director of Public Works CITY OF VERNON By Mark Whitworth, City Administrator ATTEST: By t9�x0 Ana Sarcia, eput ty Clerk APPROVED AS TO FORM: By 5 /� "0=4 Scott E. Porter, Deputy City Attorney P:Wdpub\Structures\BPMP\Agreements\Vernon\BPMP Vernon - Coop Agreement.doc Page 9of9 COUNTY OF LOS ANGELES DEPARTMENT OF PUBLIC WORKS HIGHWAY BRIDGE PROGRAM (HBP) BRIDGE PREVENTIVE MAINTENANCE PROGRAM (BPMP) TOTAL PROJECT COST ESTIMATE (TPCE) City of Vernon 7/17/13 Preliminary Engineering (PE) 37,500 Construction Contract 860,612 Construction Contingency (CONT) - (25% of Construction Contract) 215,153 Construction Engineering (CE) - (15% of Construction Contract) 129,092 Total Construction Cost 1,204,857 1,242,357 Liability Surcharge (4% of PE and CE)' 6,664 Total Projecf:;Cosf Esfiinate (TPCE) 1,249,000 Reimbursement HBP - BPMP (88.53% of qualifying2 Project Cost Estimate) (1,100,000) Total Reimbursement (1,100,000) Net City Cost (TPCE less Reimbursement) 149,000 10% of TPCE 126,000 Required City Deposit' 149 000 Notes Per City -County Assumption of Liability /Joint Indemnity Agreement s Excludes any betterments and any costs/rates in excess of Federally approved 3 Net City Cost but not less than 10% of TPCE BPMP Worksheet (current) Q Q DD STAFF REPORT a0/Adftk RECE ED RECEIVED MAR 27 rOjj MAR 2 7 2014 CITY ADMINISTRATION CITY CLERK'S OFFICE STAFF REPORT COMMUNITY SERVICES & WATER DEPARTMEN Eng DATE: April 1, 2014 TO: Honorable Mayor and City Council PREPARED BY: Rafael Contreras Projjje�ctt Engineer APPROVED BY: Samuel Kevin Wilson, Director of Community Services & Water RE: Bridge Preventative Maintenance Program Agreement Recommendation It is recommended that the City Council: 1. Find that the improvements proposed by the Bridge Preventative Maintenance Program for various bridges within the City of Vernon are categorically exempt under the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Section 15301, Existing Facilities, subsection (c) because the improvements are maintenance repair of the existing street bridges and under subsection (d) because the work merely involves the rehabilitation of a deteriorated or damaged structure to meet current safety requirements where the deterioration of the structure did not occur due to an earthquake, landslide, or flood; and 2. Authorize the City Administrator to execute the cooperative agreement for the Bridge Preventative Maintenance Program between the City of Vernon and the County of Los Angeles, and to make any necessary non -material changes to the agreement. The agreement would authorize the County of Los Angeles to perform bridge preventative maintenance work estimated to cost $1,249,000, with the City's share estimated at $1 99,000. Further authorize the City Administrator to approve future amendments to the Agreement provided that the only substantive revision(s) to the agreement is/are to increase the City's share of costs by $35,000 or less, and grant the City Attorney the authority to negotiate the incorporation of additional or revised indemnification clauses. Background The County of Los Angeles has a program known as the Bridge Preventative Maintenance Program (the "Bridge Program") to extend the life of existing bridges in the County. In 2012, the County offered to help fund the maintenance of the three following bridges in Vernon: County Bridge No. State Bridge No. Location 1852 53C0827 BANDINI BL / LOS ANGELES RV 2333 53C0867 SOTO ST / LOS ANGELES RV 1455 53C0786 26 ST / DOWNEY RD The proposed preventative maintenance activities for the bridge structures have been derived based on biannual bridge inspection reports performed by the County. Via Resolution No. 2012-183 (attached as Exhibit A), in 2012, the City Council authorized the City to participate in the Bridge Program. The City Council authorized $137,000 to fund the City's share of the engineering design and construction costs for the proposed project. Originally, the County of Los Angles requested a commitment of $137,000, which was approximately 12% of the total project cost previously estimated to be $1,140,000. The Current Proposal Now that preliminary engineering work for the bridge repairs is complete, the cost estimates have been revised upwards, and the County is requesting that the City enter into an Agreement (Exhibit B) between the City and the County detailing how the project is to be funded. The City has not yet signed any such agreement. The proposed Agreement reflects an increase in the estimated overall cost of the project from $1,140,000 to $1,249,000. The project cost estimate spreadsheets are attached as Exhibit C and identify the preventive maintenance needs for the bridges in Vernon. The City's new cost share would be approximately $149,000 — an overall increase to the city of $12,000. The cooperative agreement stipulates that the County will perform all work necessary before the award of a construction contract. That work includes completing environmental analyses, obtaining environmental permits, completing a design survey, a soils report, a traffic index and geometric investigation, and preparing plans, specifications, cost estimates, and completing right-of- way and utility engineering. The County will also perform construction engineering management services, which include administering the bidding, awarding a construction contract, and overseeing the construction itself. Fiscal Impact The City budgeted the original cost estimated about of $137,000 for the Bridge Preventative Maintenance Program in the FY 2013-2014 Budget. The City's new cost share amount of $149,000 will be appropriated into the FY 2014-2015 Budget. The County will request the funds upon the final execution of the cooperative agreement, which is anticipated to occur in the next fiscal budget year. Attachments: Exhibit A —Resolution No. 2012-183 Exhibit B — Financial Agreement Exhibit C — County of Los Angeles Project Cost Estimates COMMUNITY SERVICES & WATER DEPARTMENT OFFICE MEMORANDUM En TO: Mark Whitworth, City Administrator Awd FROM: Samuel Kevin Director of Community Services & Water DATE: April 1, 2014 SUBJECT: Bridge Preventative Maintenance Program Agreement Background The County of Los Angeles has a program known as the Bridge Preventative Maintenance Program (the "Bridge Program") to extend the life of existing bridges in the County. In 2012, the County offered to help fund the maintenance of the three following bridges in Vernon: County Bridge No. State Bridge No. Location 1852 53CO827 BANDINI BL / LOS ANGELES RV 2333 53CO867 SOTO ST / LOS ANGELES RV 1455 53CO786 26 ST / DOWNEY RD The proposed preventative maintenance activities for the bridge structures have been derived based on biannual bridge inspection reports performed by the County. Via Resolution No. 2012-183 (attached as Exhibit A), in 2012, the City Council authorized the City to participate in the Bridge Program. The City Council authorized $137,000 to fund the City's share of the engineering design and construction costs for the proposed project. Originally, the County of Los Angles requested a commitment of $137,000, which was approximately 12% of the total project cost previously estimated to be $1,140,000. The Current Proposal Now that preliminary engineering work for the bridge repairs is complete, the cost estimates have been revised upwards, and the County is requesting that the City enter into an Agreement (Exhibit B) between the City and the County detailing how the project is to be funded. The City has not yet signed any such agreement. The proposed Agreement reflects an increase in the estimated overall cost of the project from $1,140,000 to $1,249,000. The project cost estimate spreadsheets are attached as Exhibit C and identify the preventive maintenance needs for the bridges in Vernon. The City's new cost share would be approximately $149,000 — an overall increase to the city of $12,000. FULLY EXECUTED AGREEMENT COUNTY OF LOS ANGELES DEPARTMENT .OF PUBLIC WORKS GAIL FARBER, Director May 20, 2014 Mr. Mark Whitworth City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058-1714 Dear Mr. Whitworth: "To Enrich Lives Through Effective and Caring Service" 900 SOUTH FREMONT AVENUE ALHAMBRA, CALIFORNIA 91803-1331 Telephone (626)458.5100 http://dpw.lacomty.gov RECEIVED MAY 2 8 2014 CITY ADMINISTRATION BRIDGE PREVENTIVE MAINTENANCE PROGRAM CITY OF VERNON — COUNTY OF LOS ANGELES COOPERATIVE AGREEMENT ADDRESS ALL CORRESPONDENCE TO: P.O. BOX 1460 ALHAMBRA, CALIFORNIA 91802-1460 IN REPLY PLEASE REFER TO FILE: D-3 Enclosed for your files is a fully executed cooperative agreement for the Bridge Preventive Maintenance Program. If you have any questions, please contact Mr. David Chan, Design Division, Structures Section, at (626) 458-7949 or dchan@dpw.lacounty.gov. Very truly yours, GAIL FARBER Director of Public Works I RO ANA G. 'ANTONIO Assistant Depu Director Design Division DC:sn P:\DDPUB\STRUCTURES\BPMPWGREEMENTS\VERNONV\GMT LET 2.DOC Enc. PWO3IS14V-E& AGREEMENT THIS AGREEMENT, made and entered into by and between the CITY OF VERNON, a municipal corporation in the County of Los Angeles (hereinafter referred to as CITY), and the COUNTY OF LOS ANGELES, a political subdivision of the State of California (hereinafter referred to as COUNTY): WITNESSETH WHEREAS, it is of general interest to CITY and COUNTY to extend the service life of the Bandini Boulevard over Los Angeles River, Soto Street over Los Angeles River, and 26th Street over Downey Road bridges; and WHEREAS, CITY and COUNTY propose to perform one-time only preventive maintenance work on the existing bridges listed above (which work is hereinafter referred to as PROJECT); and WHEREAS, PROJECT is within the geographical boundaries of CITY; and WHEREAS, COUNTY is willing to perform or cause to be performed the PRELIMINARY ENGINEERING, solicitation of construction bids and award of construction contract, and CONTRACT ADMINISTRATION for PROJECT; and WHEREAS, COUNTY is further willing to administer PROJECT under the National Highway Performance Program and/or Surface Transportation Program; and WHEREAS, COST OF PROJECT includes the costs of PRELIMINARY ENGINEERING, COST OF CONSTRUCTION CONTRACT, and costs of CONSTRUCTION ADMINISTRATION as more fully set forth herein; and WHEREAS, COST OF PROJECT is currently estimated to be One Million Two Hundred and Forty-nine Thousand and 00/100 Dollars ($1,249,000.00) with Federal funding reimbursement estimated to be One Million One Hundred Thousand and 00/100 Dollars ($1,100,000.00); and WHEREAS, CITY is willing to finance LOCAL SHARE OF COSTS, the non -Federally reimbursable local agency portion of the COST OF PROJECT; and WHEREAS, CITY is willing to finance LOCAL SHARE OF COSTS, currently estimated to be One Hundred and Forty-nine Thousand and 00/100 Dollars ($149,000.00), by depositing One Hundred and Forty-nine Thousand and 00/100 Dollars ($149,000.00) in cash; and WHEREAS, such a proposal is authorized and provided for by the provisions of Sections 6500 and 23004, et seq., of the Government Code and Sections 1685 and 1803 of the California Streets and Highways Code. Page 1 of 9 NOW, THEREFORE, in consideration of the mutual benefits to be derived by CITY and COUNTY and of the promises herein contained, it is hereby agreed as follows: 1) DEFINITIONS: a. JURISDICTION as referred to in this AGREEMENT shall be defined as the area within the geographical boundary of the CITY and the unincorporated areas of the COUNTY. b. PRELIMINARY ENGINEERING as referred to in this AGREEMENT shall consist of environmental findings and approvals/permits; design survey; soils report; traffic index and geometric investigation; preparation of plans, specifications, and cost estimates; right-of-way engineering and certification; utility engineering; and all other necessary work prior to advertising of PROJECT for construction bids. c. COST OF CONSTRUCTION CONTRACT as referred to in this AGREEMENT shall consist of the total of payments to the construction contractor(s) for PROJECT and the total of all payments to utility companies or contractor(s) for the relocation of facilities necessary for the construction of PROJECT. d. CONSTRUCTION ADMINISTRATION as referred to in this AGREEMENT shall consist of construction contract administration, construction inspection, materials testing, construction survey, traffic detour, signing and striping, construction engineering, utility relocation, changes and modifications of plans and specifications for PROJECT necessitated by unforeseen or unforeseeable field conditions encountered during construction of PROJECT, construction contingencies, and all other necessary work after advertising of PROJECT for construction bids to cause PROJECT to be constructed in accordance with said plans and specifications approved by CITY and COUNTY. e. COST OF PROJECT as referred to in this AGREEMENT shall consist of the COST OF CONSTRUCTION CONTRACT and costs of PRELIMINARY ENGINEERING, CONSTRUCTION ADMINISTRATION, right-of-way certification, utility engineering, and all other work necessary to complete PROJECT in accordance with the approved plans and specifications and shall include currently effective percentages added to total salaries, wages, and equipment costs to cover overhead, administration, and depreciation in connection with any or all of the aforementioned items. Page 2 of 9 f. LOCAL SHARE OF COSTS as referred to in this AGREEMENT shall consist of COST OF PROJECT less any reimbursement received by COUNTY under the National Highway Performance Program and/or Surface Transportation Program. g. Completion of PROJECT as referred to in this AGREEMENT shall be defined as the date of field acceptance of construction of PROJECT by COUNTY and an electronic notification to CITY'S Director of Public Works/City Engineer that the improvements within CITY'S JURISDICTION are transferred to CITY for the purpose of operation and maintenance. 2) CITY AGREES: a. To finance LOCAL SHARE OF COSTS, the actual amount of which is to be determined by a final accounting, pursuant to paragraph (4) a., below. b. To deposit with COUNTY, following execution of this AGREEMENT and upon demand by COUNTY, sufficient CITY funds to finance LOCAL SHARE OF COSTS (hereinafter referred to as CITY'S PAYMENT), currently estimated to be One Hundred and Forty-nine Thousand and 00/100 Dollars ($149,000.00). Said demand will consist of a billing invoice prepared by COUNTY and delivered to CITY. c. Upon request from COUNTY, to consent to COUNTY'S request for jurisdiction of the Bandini Boulevard over Los Angeles River, Soto Street over Los Angeles River, and 26th Street over Downey Road bridges, as part of the County System of Highways for the limited purpose of constructing PROJECT. d. To grant to COUNTY, at no cost to COUNTY, permission to occupy public roads in the CITY and any temporary right of way that CITY owns or has an easement for that is necessary for the construction of PROJECT. e. Upon approval of construction plans for PROJECT, to issue COUNTY a no -fee permit(s) authorizing COUNTY to construct those portions of PROJECT within CITY'S JURISDICTION. f. To appoint COUNTY as CITY'S attorney -in -fact for the purpose of representing CITY in all negotiations pertaining to the advertisement of PROJECT for construction bids, award, and administration of the construction contract and in all things necessary and proper to complete PROJECT. g. To cooperate with COUNTY in conducting negotiations with and, where appropriate, to issue notices to public utility organizations and owners of substructure and overhead facilities regarding the relocation, removal, Page 3 of 9 operation, and maintenance of all surface and underground utilities and facilities, structures, and transportation services, which interfere with the proposed construction. Where utilities have been installed in CITY streets or on CITY property, CITY will provide the necessary right of way for the relocation of those utilities and facilities that interfere with the construction of PROJECT at no cost to COUNTY. CITY will take all necessary steps to grant, transfer, or assign all prior rights over the utility companies and owners of substructure and overhead facilities to COUNTY when necessary to construct, complete, and maintain PROJECT or to appoint COUNTY as its attorney -in -fact to exercise such prior rights. h. To be financially responsible for disposal and/or mitigation measures, if necessary, should any hazardous materials, chemicals, or contaminants be encountered during construction of PROJECT within CITY'S JURISDICTION. i. Upon completion of PROJECT to operate and maintain in good condition and at CITY'S expense all improvements constructed as part of PROJECT within CITY'S JURISDICTION. 3) COUNTY AGREES: a. To perform or cause to be performed the PRELIMINARY ENGINEERING, CONSTRUCTION ADMINISTRATION, right-of-way acquisition and clearance matters, and all other work necessary to complete PROJECT. b. To apply for National Highway Performance Program and/or Surface Transportation Program funding to finance the Federally -reimbursable portion of COST OF PROJECT. c. To obtain CITY'S approval of plans for PROJECT prior to advertising for construction bids. d. To solicit PROJECT for construction bids, award and administer the construction contract, do all things necessary and proper to complete PROJECT, and act on behalf of CITY in all negotiations pertaining thereto. e. To furnish CITY within one hundred eighty (180) calendar days after final payment to contractor a final accounting of the actual COST OF PROJECT, including an itemization of actual unit costs and actual quantities for PROJECT. 4) IT IS MUTUALLY UNDERSTOOD AND AGREED AS FOLLOWS: a. The final accounting of the actual total COST OF PROJECT shall include an itemization of unit costs, actual quantities and costs, and Page 4 of 9 reimbursement received under the National Highway Performance Program and/or Surface Transportation Program. b. If CITY'S PAYMENT as set forth in paragraph (2) b above, is not delivered to COUNTY office, which is described on the billing invoice prepared by COUNTY, prior to award of PROJECT, COUNTY may delay the award of PROJECT pending the receipt of CITY'S PAYMENT. c. That if at final accounting LOCAL SHARE OF COSTS exceeds CITY'S PAYMENT, as set forth in paragraphs (2) b above, CITY shall pay to COUNTY the additional amount upon demand to COUNTY. Said demand shall consist of a billing invoice prepared by COUNTY. Conversely, if the required LOCAL SHARE OF COSTS is less than the sum of CITY'S PAYMENT, COUNTY shall remit a refund to CITY within thirty (30) days of the date COUNTY furnishes CITY with the final accounting. d. That if CITY'S PAYMENT, as set forth in paragraph (4) b., above, is not delivered to COUNTY office, which is described on the billing invoice prepared by COUNTY, within sixty (60) calendar days after the date of said invoice, COUNTY is entitled to recover interest thereon beginning sixty (60) calendar days from the date of the invoice at the rate of interest specified in the General Services Agreement executed by the parties to this AGREEMENT currently in effect. e. That if CITY'S PAYMENT, as set forth in paragraph (4) b., above, is not delivered to COUNTY office, which is described on the billing invoice prepared by COUNTY, within sixty (60) calendar days after the date of said invoice, notwithstanding the provisions of Government Code, Section 907, COUNTY may satisfy such indebtedness, including interest thereon, from any funds of CITY on deposit with COUNTY, after giving notice to CITY of COUNTY'S intention to do so. f. CITY shall review the final accounting invoice prepared by COUNTY and report in writing any discrepancies to COUNTY within sixty (60) calendar days after the date of said invoice. Undisputed charges shall be paid by CITY to COUNTY within sixty (60) calendar days after the date of said invoice. COUNTY shall review all disputed charges and submit a written justification detailing the basis for those charges within sixty (60) calendar days of receipt of CITY'S written report. CITY shall then make payment of the previously disputed charges or submit justification for nonpayment within sixty (60) calendar days after the date of COUNTY'S written justification. g. COUNTY at any time may, at its sole discretion, designate an alternative payment mailing address and an alternative schedule for payment of CITY funds, if applicable. CITY shall be notified of such changes by invoice. Page 5 of 9 h. During construction of PROJECT, COUNTY shall furnish an inspector or other representative to perform the functions of an inspector. CITY may also furnish, at no cost to COUNTY, an inspector or other representative to inspect construction of PROJECT. Said inspectors shall cooperate and consult with each other, but the orders of COUNTY inspector to the contractors or any other person in charge of construction shall prevail and be final. i. This AGREEMENT may be amended or modified only by mutual written consent of CITY and COUNTY. Amendments and modification of a nonmaterial nature may be made by the mutual written consent of the parties' Directors of Public Works or their delegates. j. Any correspondence, communication, or contact concerning this AGREEMENT shall be directed to the following: CITY: Mr. Mark Whitworth City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058-1714 COUNTY: Ms. Gail Farber Director of Public Works County of Los Angeles Department of Public Works P.O. Box 1460 Alhambra, CA 91802-1460 k. Other than as provided below, neither COUNTY nor any officer or employee of COUNTY shall be responsible for any damage or liability occurring by reason of any acts or omissions on the part of CITY under or 'in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of CITY under this AGREEMENT. It is also understood and agreed that, pursuant to Government Code Section 895.4, CITY shall fully indemnify, defend, and hold COUNTY harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of any acts or omissions on the part of CITY under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of CITY under this AGREEMENT. I. Neither COUNTY nor any officer or employee of COUNTY shall be responsible, directly or indirectly, for damage or liability arising from or attributable to the presence or alleged presence, transport, arrangement, Page 6 of 9 or release of any hazardous materials, chemicals, or contaminants present at or stemming from the PROJECT within the CITY'S .JURISDICTION or arising from acts or omissions on the part of the CITY under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of the CITY under this AGREEMENT, including liability under the Comprehensive Environmental, Response, Compensation and Liability Act of 1980 (CERCLA) and under the California Health and Safety Code. It is understood and agreed pursuant to Government Code Section 895.4, CITY shall fully indemnify, defend, and hold COUNTY harmless from any such damage, liability or claim. In addition to being an agreement enforceable under the laws of the State of California, the foregoing indemnity is intended by the parties to be an agreement pursuant to 42 U.S.C. Section 9607(e), Section 107(e), of the amended CERCLA, and California Health and Safety Code Section 25364. m. Other than as provided below, neither CITY nor any officer or employee of CITY shall be responsible for any damage or liability occurring by reason of any acts or omissions on the part of COUNTY under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of COUNTY under this AGREEMENT. It is also understood and agreed that, pursuant to Government Code Section 895.4, COUNTY shall fully indemnify, defend, and hold CITY harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of any acts or omissions on the part of COUNTY under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of COUNTY under this AGREEMENT. n. In contemplation of the provisions of Section 895.2 of the Government Code of the State of California imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement (as defined in Section 895 of said Code), each of the parties hereto, pursuant to.the authorization contained in Sections 895.4 and 895.6 of said Code, will assume the full liability imposed upon it or any of its officers, agents, or employees by law for injury caused by any act or omission occurring in the performance of this AGREEMENT to the same extent that such liability would be imposed in the absence of Section 895.2 of said Code. To achieve the above -stated purpose, each of the parties indemnifies and holds harmless the other party for any liability, cost, or expense that may be imposed upon such other party solely by virtue of Section 895.2. The provisions of Section 2778 of the California Civil Code are made a part hereof as if incorporated herein. o. The provisions of this AGREEMENT shall supersede and control over any provisions inconsistent herewith in the Assumption of Liability Agreement Page 7 of 9 No. 32085 between CITY and COUNTY, adopted by the Board of Supervisors on December 27, 1977, and currently in effect. Page 8 of 9 IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed by their respective officers, duly authorized, by the CITY OF VERNON on Awl L ( 2014, and by the COUNTY OF LOS ANGELES on F'IA4 13 2014. APPROVED AS TO FORM: JOHN F. KRATTLI Co Z COUNTY OF LOS ANGELES of Public Works CITY OF VERNON By .f 1 Mark 4 itworM City Administrator ATTEST: By Ana Barcia, beputy City Clerk APPROVED AS TO FORM: By X�zt1;� Scott E. Porter, Deputy City Attorney P:\ddpub\Structures\BPMPtAgreemenls\Vernon\BPMP Vernon - Coop Agreement.doc Page 9 of 9 The cooperative agreement stipulates that the County will perform all work necessary before the award of a construction contract. That work includes completing environmental analyses, obtaining environmental permits, completing a design survey, a soils report, a traffic index and geometric investigation, and preparing plans, specifications, cost estimates, and completing right-of-way and utility engineering. The County will also perform construction engineering management services, which include administering the bidding, awarding a construction contract, and overseeing the construction itself. Fiscal Impact The City budgeted the original cost estimated about of $137,000 for the Bridge Preventative Maintenance Program in the FY 2013-2014 Budget. The City's new cost share amount of $149,000 will be appropriated into the FY2014-2015 Budget. The County will request the funds upon the final execution of the cooperative agreement, which is anticipated to occur in the next fiscal budget year. Recommendation It is recommended that the City Council authorize the City Administrator to execute the cooperative agreement for the Bridge Preventative Maintenance Program between the City of Vernon and the County of Los Angeles, and to make any necessary non -material changes to the agreement. The agreement would authorize the County of Los Angeles to perform bridge preventative maintenance work estimated to cost $1,249,000, with the City's share estimated at $149,000. Further authorize the City Administrator to approve future amendments to the Agreement provided that the only substantive revision(s) to the agreement is/are to increase the City's share of costs by $35,000 or less, and grant the City Attorney the authority to negotiate the incorporation of additional indemnification clauses. Attachments: Exhibit A — Resolution No. 2012-183 Exhibit B — Financial Agreement Exhibit C — County of Los Angeles Project Cost Estimates SKW/rc