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HomeMy WebLinkAboutCALTRANS - Cooperative Agreement Herndon Ave InterchangerN15 J:�ek� REPORT TO THE CITY COUNCILAGENDA ITEM NO. )E le Apri115,2010 FROM: PATRICK N. WIEMILLER, Director Public Works Department BY: SCOTT L. MOZIER,PE, City Engineer/ Assistant Directo�- �YVV Public Works Department 9� BRYAN D. JONES, TE, PTP, AICP City Trak Engineer Public Works Department Traffic Engineering SUBJECT: CONSIDER AND APPROVE A COOPERATIVE AGREEM HTWITHTHESTATE OF CALIFORNIA FOR IMPROVEMENTS AT THE HERNDON AVENUE INTERCHANGE AT STATE ROUTE 99 (PROPERTY LOCATED IN COUNCIL DISTRICT2) MamaAmMlry Hued rare Y f /a Mkw ion RECOMMENDATIONS 1. Approve the attached Cooperative Agreement with the State of California for Improvements at the Hemdon Avenue interchange at State Route 99. 2. Authorize the Public Works Director or his designee to execute the Cooperative Agreement on behalf of the City. E%ECUTNE SUMMARY The developer for the EI Paseo Marketplace located at me southwest and southeast comer of he intersection of Herndon Avenue and Bryan Avenue is working with the City of Fresno and California Department of Transportation (CaWens) to design improvements to he Hemdon Avenue/State Route (SR)N interchange. These improvements maybe constructed In the future, subject to available funding and completion and adoption of the necessary CECA environmental analysis. These Improvements include designing three traffic signals and associated mitigation as deemed necessary by the City and CalVans to Improve operations at the HemtlonlSR 99 northbound off -ramp, the HemtlonlParkxay intersection, and the Grantland/Parkway intersection. All three of these intersections are Included in the City of Fresno Traffic Signal Mitigation Impact (TSMI) fee program originally adopted by he Councll in 2004 and updated regularly with additional Council adoptions. All costs for this work will be home by he private developer and crodeadhaimbuirable towards their future TSMI fee obligations. However, to expedite the improvements and reduce he costs to he overall Traffic Signal Mitigation Impact fee program, the City of Fresno and Caltems desire to enter into a Cooperative Agreement. In order for Caltrans to review and approve he environmental document and engineering plans, d is necessary for he City and Caltrans to enter into a Cooperative Agreement. The attached Cooperative Agreement has been reviewed Report Is the City Council Approve Cooperative Agreement for Hemdonl99Interchange April 15, 2010 Page 2 and approved as to forth by the City Alromeys Office. Approval of the agreement will allow the Herndon Avenueli 99 interchange project to continue moving forward. BACKGROUND In 2007, the City of Fresno received an application submittal for the EI Paseo Marketplace development. In anticipation of mitigation measures identified In their preliminary environmental review process the developer would like to start be design process for Herndon Avenue/SR 99 Interchange improvements. These Improvements are consistent wAh Improvements identified In the Traffic Signal Mitigation Impact fee program for which this work will be credited towards or relmbumed. The City of Fresno 2025 General Plan anticipates 35 percent of the City's new residential growth will be west of SR99. The Camel Unified School District (CUSD) Is constructing new schools to keep up with the area's population growth at a rate of (t) one new school facility every (2) two years and the District spans to the east and the west of SR99. Construction of trafic signals at the Herndon AvenuelSR 99 Interchange will greatly improve both operatons and safety issues that cumently exist and wall be fudher exacerbated by the EI Paseo Markel Place. The existing interchange connections to SR99 at Herndon Avenue exceed the vehicle capacity for which Nay ware designed. These baffc signals will help improve traffic aroulation in the northwest and west areas of the City's Bullard Community and West Community boun ares in reference tb the 2025 Fresno General Plan. Additionally, the improvements at Herndon Avenue will help better connect school children with their schools, in the Interim, until such time that the planned Veterans BoulevaidlSR 99 interchange Is constructed to fuller relieve trafAc congestion at Herndon Avenue1SR 99. It will also correct the long queues of motor vehicles waiting lo get across SR99, substantially Improving the safety of students. CUSD continually reports that their bused students show up to school 15-30 minutes late on a daily basis due ro congestion at the Herndon Avenue/SR 99 undenSossing. Before any final design, rghtof-way, acquisition, utility relocation or traffic sgnatiroad construction can occur, it Is necessary b complete the CEGA environmental document for the Project. FISCAL IMPACT No General Fund dollars will be used to fund this project. This project will be funded by a private developer. The cument City of Fresno Tref9c Signal Mitgation Impact fee and Traffic Signal Plan Check fees In the Master Fee Schedule will allow City staff to assist CALTRANS in be plan check for design approval. realelowomny,s..wcn,.w H.-mse.xaacsmcu Attachments: Cooperative Agreement c�iyvs IE e� AhshD EA. OU. oCp3o_ CO COOPERATIVE AGREEMENT s [G This agreement, effective no29 20/0 tw beeen ie State of Y/1 Cafifamie, acting through its D af1-r1 ortatioN referred to as CALTRANS, and: City of Fromm, a CaliPomie municipal dnpormion, referrd to as CITY. RECITALS L CALTRANS and CITY, collectively referred to as PARTNERS, are authorized to enter Into a awpdative agreement far improvements within the SHS right of way per Simons and Highways Code sections 114 and/or 130. 2. WORK completed under this agreement contributes taward impmvemen[s to the HerMan Avenue interchange, relined to as PROJECT. 3. PARTNERS will cooperate to develop PA&ED. PS&E, and R/W. 4. There are nes prior PROJECT -related coopuniive agreenwnts. 5. No PROJECT deliverables have been contended prior to this agreement. b. The estimated date far COMPLETION OF WORK u December 31, 2015, 7. PARTNERS now define in this agro mem the tams and conditions undo which they will accomplish WORK DEFINITIONS CALTRANS STANDARM - CALTRANS policies and pmc dunes, including, but net banned W, the guidance provided an the Guide to Capitol Projecr Delivery Workplan Standards (previously known as WBS Guide) available at hhp//dot ca gar. CEQA - The Cdifbmia Endronunental Quality Act (CaliPomia Public Resources Code, sections 21000 et inst.) that requires State ad beat agencies to identify the significant environmental impacts of then actions ad to avoid or mitigate dhose significant impacts, iffmable. COMPLETION OF WORK - All PARTNERS have me all scope, cost, and schedule commitments included in this agreement and have sigod a COOPERATIVE AGREEMENT CLOSURE STATEMENT. CONSTRUCTION -The project component that includes the mtivnim involved m use administration, acceptance, and final documentation of a mnsimctlon wnhatl for PROJECT. COOPERATIVE AGREEMENT CLOSURE STATEMENT - A document signed by PARTNERS that verifies the completion of all scope, cosi, and schedule commitments wcluded in this agreement. FHWA - Federal Highway Administration FIIWA STANDARDS -FH WA regulations, politics and pmcalurm, includin& but not limited to, the guidance provided at h� w.thwa dot eovlotneraJne.html. FUNDING PARTNER - A partner who coatings a defined dollar atrount in WORK FUNDING SUMMARY - The table in which PARTNERS desigrme fulling sources, types of funds, and the pmject components in which the funds are to be spent. Foods listed on the FUNDING SUMMARY ere "rot-[o.exceed" amounts lor each FUNDING PARTNER - UM -1 - ARTNERRM-1- Hamrdrea rnaterial (including, but not limned to, bazardom waste) that may require resroval and disposal pursuant to federal or store law whether it is disturbed by PROJECT or trot. HM -2- Hazardous material (including, but rot limned to, hamNous waste) that may reyuhe removal and disposal pursuant to federal or elate law only ifdittmbcl by PROIEM HM MANAGEMENT ACTIVITHS - Mmagement atlivities related to either HM -I or HM -2 including, without limitation, any necessary manifest requirements all disposal facility designations. IMPLEMENTMG AGENCY - The partner responsible for avenging the scope, rote, and schedule of project component to mswe the completion arthm component. IQA- Independent Quality Assurance- Ensuring that IMPLEMENTING AGENCY'S quality assurmce activities renuh in WORK being developed in accordance with the applicable standards aril within an established Quality Maragencnt Plan. IQA does not include my work necessary to usually develop or deliver WORK or any validation by verifying or rechecking work performed by mother partner. NEPA-The National Environmental Policy Act of 1969 that asabgshes a national policy far the environment and a process to disclose the adverse impacts ofprojeis with a £ideal nexus. PA&ED (Project Approval and Environmental Dmument)-The project compared than includes the activities squired to deliver the Myst approval and envimmnemal documentation for PROJECT. PARTNERS -The tam that collectively refmleccs all of the silux WEY agencies to this agreenant. This term only describes the relationship between these agencies to work together to achieve a mutually beneficial goal. It is Out used in the traditional legal sense in which one partner's individual actions legally bind the other partners. PROJECT MANAGEMENT PLAN - A group ofdocuments iuN to guide a project's execution and control througlow the pmjecl's lifecycle. PS&E (Pboe, Specifications, and Esdusam)-The project component that includes the activities rerluird to deliver the plans, specificaziorvs, and estimates for PROJECT. RESIDENT ENGPIEER-A civil engineer licensed in the State OfCalifomia who is responsible for construction contract administration activities. Said engmeer shall he containment ofThe design eoginecring company and the construction contractor. RM' (Right of Way) - The project component Had includes the activities banned to deliver the right of way for PROJECT. SAFETEA-LU - The Safe, Accountable, Flexible, Efficient Tnuuponazion Equity Am A Legacy for Users, signed into federal law on August 10, 2005. SCOPE SLIM MARY -The table in which PARTNERS designate their commhment to specific scope activities within each project component as outlined by the Guide to Capital Project Del/very Workplan Standardq (previously known as WRS Guide) available at Into //dot cngov_, SHS - State Highway System SPONSOR(S) - The partner that accepts the obligation to secure financial resources to fully firm WORK This includes any additional funds beyond throw cnmmitrd in this egreenrnt necessary to complete the full scope of WORK dabbed w this agreement or settle claims. STATE-FURN BRED MATERIAL- Any materials or equipment. supplied by CALTRANS WORK - All scope and can mrmmments included in this agreement. RESPONSIBILITIES 8. CITY is SPONSOR Por all WORK except (1) my Had MANAGEMENT ACTIVITIES for HM -1 bard in this SHS right -of fray; and (2) CALTRANS own IQA. 9. CITY is the only FUNDING PARTNER for this agreement. CITY's finding commitment is defines] ht the FUNDING SUMMARY. 10. CITY is IMPLEMENTING AGENCY Por PA&ED, PS&E, and R/W. SCOPE Scope: General 11. All WORK will he paPormd in accordance wdb federal and California laws, regulations, and standards. All WORK will be per(ormd in accordance with FH WA STANDARDS rod CALTRANS STANDARDS. 12. IMPLEMENTING AGENCY for a pmjed camponent will provide a Quality Management Plan for that component as put of the PROTECT MANAGEMENT PLAN. 13. CALTRANS will provide IQA for the portions of WORK within existing and pmposd SHS rigid ofway. CALTRANS retains the right In jeer noncompliant WORK protect public safety, preserve property rights, and easure that all WORK is N the best of the SHS. 19. CITY may provide IQA for the portions of WORK outside existing end Proposed SHS rghtnfway. 15. PARTNERS may, at their own expense, have a representative observe any scope, cast, or schedule commaments paPomxd by another Panner. Observation does not cocetmse authority over these comm nems. I& Each partner will ensure that all of then personnel participating in WORK are appropriately qualified to perib m the tasks assigned to them 17. PARTNERS will invite each other to padicipate m the selection and rareawn of my consultants who participate in WORK 18. PARTNERS will conform at seaimu 1720— 1815 of [be Cdlfbmia Labor Code need all applicable regulations rued coverage deterrmu encs issued by the Decreer of Industrial Relations if PROTECT work is done under contract (not completed by a parre is own employm) and! is governed by the Labor Code's definition ofa"public work' (section 1720(a)(Of PARTNERS will include wage requbemems in all centregs for "public work" amt will requtre their contractors and consultants to include prevailing wage requ misents in all egeemw-fuvdd subcontracts far public work". 19. IMPLEMENTING AGENCY for each project component included in this agreement will be available to help resolve WORK -related problems generated by that component for tlu enti eduration of PROJECT. 20. CALTRANS will ber e, upon proper application, at no not, tire mcmachmsm permits requhd for WORK within SHS right of way. Contractors and/or agent& and utility owners will not perform WORK without m encrumbment permit issued in they name. 21. If unanticipated cultured, amli mlogical, paleontological, orother protected resources are discovered during WORK all work in theta n wJl mop need a qualified professional can evaluate the nature and significance of the discovery and a plan is approved for its removal or protection. CITY will notify CALTRANS within twenty -fiver (24)Items of anydlacovery. 22. PARTNERS will lend all edmmustmtive draft end administrative final reports, studies, materials, and documrntationrelied upon, produced, creotd, or wilizd for PROJECT in confidence to the e.stmt permuted by law. Whose applicable. the provisons of California Government Code section 6254.5(e) will govem the disclosure of such docmmds in tM event that PARTNERS share said documents with each other. PARTNERS will not distribute. release, or alone said documents with anyone other than employees, agents, coq consultants who requhe access to complete WORK without the written consort of the partner aidhorizd to release them unless required or authorized to do so by law. 23. If any partner receives a public records request, pertaining to WORK under this agreement, that partner will notify PARTNERS within five (5) working days ofrmcipt and make PARTNERS aware of my tramfined public documents. 24. IFHM-1 or HM -2 is found during WORK, IMPLEMENTING AGENCY for the project component during which It is frurd will immediately notify PARTNERS. 25. CALTRANS. independent of PROM , is responsible for any HM -1 found within "rating SHS right ofway. CALTRANS will undertake HM -I MANAGEMENT ACTIVITIES with minimum impact to PROJECT schedule. 26. CITY, independent of PROTECT, isresponsblebr my HM- I found outside existing SHS right of way. CITY will undertake HM -1 MANAGEMENT ACTIVITIES with minimum impacts to PROJECT schedule. 27. IfHM-2 is found within PROTECT limits, the public agency responsible for the advertisement, award, and admrnistration (AAA) afthe PROJECT mmtruain contract will be responsible for HM -2 MANAGEMENT ACTIVITIES. 28. CALTRANS'aaluisition or acceptance oflille to any property on which any HM -1 or HM -2 is fowM will proceed m accordance with CALTRANS' poliCy on such accIuintion. 29. PARTNERS will comply with all ofthe commitments end coiddnns set forth in the environmental documentation, envwnmental peanuts, approvals, and applicable agrernnems as those cvmmgmmts and conditions apply to each partner's responsbilgice in this agreement. 30. IMPLEMENTING AGENCY Por each project comlammot will fimush PARTNERS with written quarterly pourer reports during the implementation of WORK in that component. 31. Upon COMPLETION OF WORK, ownership aha title to all materiels and equipment constocted ori stalled as pan of WORK within SHS right of way, for the mointerionce and operation of SHS, will become the pmpany of CALTRANS. 32. IMPLEMENTING AGENCY for a project component may accept, reject, compromise. settle, or litigate claims of my non-ageemem parties hied to do WORK in that comproant. 33. PARTNERS will confer on my claim that may affect WORK or PARTNERS' liability or resporabilhy under this agreement in order to reta n resolution possibilities for potential future claims. No former shall prejudice the rights ol'another pinna and after PARTNERS confer on eWim 34. PARTNERS will maintain and make available to each other all WORK -related documents, including financial data, dung the term of this agreement and return these records Por few (4) years Gam the dam o f termination or COMPLETION OF WORK, or three (3) Your; than the date of final federal voucher, whichever is later. 35. PARTNERS have the right to audit each other in accordance with generally accepted governmental audit summands CALTRANS, the Stene auditor, and CITY will have seems to all WORKrelatedrecords of each partner Por audit, examination, excerpt, ornaresaamn. The examination of any records will lake place in the offices and locations where said records are generatd and/or stord sad wil I be accomplished during reasonable hours of operation. The nodded partner will review the preliminary audit, findings, and recommendations, ad provide written comments within 60 calendar days of receipt. Any audit dispute not resolved by PARTNERS u subject to dispute revolution mutually agreed to by PARTNERS. Any costs arising out ofthe dispute resolution process will be shard equally by PARTNERS and paid within 30 celedse days of the final audit or dispute resolution findings. 36. PARTNERS consenllo service of process by mailing copies by registered or certified mail, postage prepaid. Such service becomes effective 30 calendar days after mailing However, nothing m this agreement affects PARTNERS' nghts to serve process in any other macer permitted by law. 37. PARTNERS will not mew Wats beyond the finding cormnitmrnts in this agreement. If IMPLEMENTING AGENCY anticipacs that furling 6r WORK will be insufsciem to complete WORK, SPONSOR(S) will seek not additional furls and PARTNERS will amwd this agreement. 38. If WORK stops %r any reason, IMPLEMENTING AGENCY will place all facilities impeded by WORK in a safe and operable condition acceptable to CALTRANS. 39. If WORK stops for any reason, PARTNERS are dill obligated to implement 0 applicable commitments and conditions included in the PROJECT environmental documentation permits, agreements, or approvals that are in effort at the time that WORK stops, as they apply to each partner's responsibilities in this agreement, in order to keep PROJECT in environmental compliance until WORK resumes. 40. CITY will coordinate and obtain the following resource agency permits, agreements, and/or approvals: the National Pollutant Elimination Discharge System (NPDES) Permit, and Regional Water Quality Control Based 401 Permit. 41. CITY will prepare the fullewing resource agency permits, agreements sawyer approvals Por PROJECT: the NPDES Permit and Regional Waer QuaRy Contml Bused 401 Permint. CITY will submit all said applications to CALTRANS for ®vivo, moment ad approval, CALTRANS will submit the food applications to the appropriate mounce agencies. 42. CITY will implement the following resource ageney permits, agreemmts, and/or approvals for PROJECT: the NPDES Psmm and Regional Water Quality Conduct Boad 401 Permit. 43. CITY will renew, wend, aM/or amend the following resource agency Penne; in necessary: the NPDES Pend and Regional Water Quality Control Board 401 Permit. 44. Each poorer accepts responsibility to complete the activities that they selected onthe SCOPE SUMMARY. Activities mmkd with'W/A" on doe SCOPE SUMMARY are not melded in the scope of this agreement. Scope Project Approval and Embro mental Document PA&ED) 45. CALTRANS is the CEQA lead agency. CALTRANS will determine the type of anyhommentnl documentation required and will cause that documentation to be prepared. 0. All partners involved in the preparation of CEQA environmental documentation will fallow the CALTRANS STANDARDS that apply to the CEQA process including, but not limited to, the guidance provided in the Standard Environmental Re( a available at www.dot.engov/ser. 47. CITY will prepare the sppmpicate environmental documentation to mems CEQA requirements. 48. Any panxr preparing any portion of the CEQA environmental documentation, including any studies and reports, will submit that portion of the documentation to the CEQA lead agency for review, comment, and approval at appropriate stages ofdevelopment prior to public availability. 49. CITY will prcparq publicize and circulate all CEQA-related public notices and will submit said notices to the CEQA lead agency for review, comment, and approval prior in Publication and circulation. 50. The CEQA led agency will attend all CEQA-relaid public morings. 51. CITY will plan, schedule, prepare materials fin, and best all CEQA-related public meetings and will submit all materials to the CEQA lead agency for review, comment, and approval at least 10 working days prior to the public meeting date. 52. Ifa partner who us not the CEQA lead Money hods a public meeting about PROJECT, tint partner must clearly stele then role in PROJECT and the identity of the CEQA lead agencies on all meatbg publication. All muting publications most ate infirm the attedm that public comments collectd a the me Dogs are not pan of the CEQA public review process. That partner will submit all creating dvertisemems, agedaz, exhibits, handouts, ad materials to the appropriate ked agency lot review, comment, aad approval at least 10 working days prior to publication or use. Ifthad partner makes any changes to the materials, that partner will allow the appropriate lead agency to review, comment nv, and approve those changes three (J) working days prior to the public meeting date. The CEQA lead agency maintains final editorial control with reaped to text or graphics that could lead to public confusion over CEQA-relaid roles and responsibilities. 53. The partner preparing the environmental documentation, including the studies arm reports, will ensure that qualified personnel reman available to help resolve enviromnental issues and perform my necessary work on erasure that PROJECT remains to in viummental compliance. Scope: Plans, Specificadona, and EaRmatm (PS&E) 54. CITY will coame that the engineering firm preparing the PS&E will not be employed by Or under mntsed to the PROJECT comtrupun contractor. CITY will not employ the engineering firm preparing the PS&E for comanudlon managementofPRO=. However. CITY may retain the engineering trait during CONSTRUCTION to cbeck shop drawings, do soil foundation tests, test connotation metesials, and perform conmradion surveys. 55. CITY wil l identify arm locate all milky facilities within PROJECT area as part of PS&E responsibilities. All wilky, facilities net roomed or rertrnvd in advance Ofmrrs[rudion will be identified on the PS&E for PROJECT. 56. CITY will mato all necessary arrangements with utility Owners for the timely accommodation, protection, relocation, or removal of my ¢angling utility facilities that conflict with construction ofPROJECr or that violate CAI TRANS' enemachme d policy. Scope: Right of Way (H/W) 57. CITY will provide a larm surveyor licensed in due Slme of California to be responsible for surveying ad right of way engineering. All survey and right ofway engineering documents shall been the professional said, certificate number, registration classification, expiration daze of certificate, and signature of the responsible surveyor. 58. CITY will provide CALTRANS-approved verification of its artmgernmrs Rr the protection, relocation, or removal of all mnflicting factlitm; and that such work will be mmpleterl prior to combustion contend award or as otherwise stated in the PROJECT PS&E. This verifice en must include reRrences to all rmaeed SHS entrenchment pumas. 59. CITY will milize a qualified CALTRANS-approved public agency or Weaken N all right of way activities. Right ofway consultant contracts will be administered by a qualified right ofway person. 60. CITY will provide a Right of Way Certification to CALTRANS prior to PROJECT advertisement. 61. All right of way conveyances most be completed poor to COMPLETION OF WORK CALTRAN S' acceptance of right ofway tale u subject to review of an Updated Preliminary Title Report provided by CITY verifying that the Idle is fice of all encumbrances and liens. Upon eceirence, CITY will provide CALTRANS wall a Policy of Title Insurance in CALTRANS' name. 62. All Resolutions of Necessity(RONs) will be heed by the California Transportation Commission (CTC). COST Con: General 63. SPONSORTSI will secure fares for au WORK including any additional fiends beyond the FUNDING PARTNERS' existing cntmminumas in this agreement Any change to the funding cownumems outlined in this agreement roquure an amendment to this agreement. 64. The cost of any award, judgments, or settlements generate by WORK u a WORK cost. 65. CALTRANS, independent ofPROJECf, will pay all costs for NM MANAGEMENT AC 1 V TIES related to HM -I bud within existing SHS right ofway. 66. CITY, independent ofPROJECf, will pay all costs for HM MANAGEMENT AC1MT1ES relaid to my HM -I fount umdde of existing SHS right ofway. 67. HM MANAGEMENT ACTIVITIES costs related to HM -2 ere a PROJECT CONSTRUCTION we. 68. The cast ofvmrdinatmg,obtaining, complying with, implameming, said if nerwasry, reatwing and amending resource ageory permits, egomots, armor approvals a a WORK cost. 0. The cast to comply with and implement the conmiitmmts so forth in the environmental documentation a a WORK cost. 70. The cost to moue that PROJECT remems in environmental compliance is a WORK cost. 71. The cast of my legal challenges to the CEQA environmental process or documotanun is a WORK cost. 72. Independent of WORK costs, CALTRANS will final the cost ofi s own IQA for WORK done within existing or proposd future SHS right of way. 73. Independent of WORK costs, CITY will fund thews of its own IQA 8rr WORK done outside existing or pmposd future SHS right ofway. 74. Pines, Micron, Or penalties levied against any partner will be paid, independent of WORK costs, by the partner whose actions or lack of action owned the lavy. That partner Will indemnify and defend all other partners. 75. Thecarotoplace right ofwayma safe and operablewndmanall meet all environmental commitments is a WORK cam. 76. Because IMPLEMENTING AGENCY is rapowble for managing the scope, coat, atm schedule of a PROJECT wmponem, if there are matifficient fulls available in Wu agreement to place the right of way in a safe wi operable condition, the appropriate IMPLEMENTING AGENCY accepts responsibility to final these activaits until such time in PARTNERS amend this egreernaa. That IMPLEMENTING AGENCY my request reimbursement for these costs during the amendment process. 77. 1f there ere insufficient funds N 1118 agrmmad to implement applicable commitments and conditions included in the PROJECT environmental documentation, permits, ageemems, oral approvals that are in eR ct at a time than WORK stops, the partner implementing the commitments or conditions accepts msponsbilay, to full these amiv0ies until such time are PARTNERS amend this agreement. That partner may request reimbwaement for these costs during the amendment process. 78. PARTNERS will pay invoices within 30 calendar days of receipt of invoice. ]y. FUNDING PARTNERS accept responsibility to provide the fulls identified on the FUNDNG SUMMARY. 80. SPONSOR(S) accepts responsibility to ensure full funding for the identified scope of work Cosh PRMFECT Approval and Environmental Document (PA&ED) 81. The cost to prepare, publicae, and cfculate all CEQA related public indica is a WORK east. 82. The cost to plan, sohelule, prepare, nationals for, and bast all CEQA related public hearings is a WORK cos. Coat. Planes, Speelfreaoons, and Estitoates (PS&E) 83. The cost o positively identify aul locate, protect, relocate, or repave any utility facilities whether inside at outside SHS right of way will be determined in accordance with federal all California laws and regulations. and CALTRANS' policies, procMtues..sdandaril . Practices, and applicable agreements including, but not limited W. Freeway Master Contracts. SCHEDULE 84. PARTNERS will manage the schedule far WORK through the work Plot includel in the PROJECT MANAGEMENT PLAN. GENERAL CONOTTIONS 85. This agreemat will be understood in accordance with and govemal by the Constitution and laws of the State ofCahfomia This ageducto will be i n and able in the State of Califomia Any legal action arising firm this agreement will be filed and announced in the Superior Count of be coumy in which the CALTRANS district office signatory to this agreement resides. 86. All obligations eFCALTRANS under the tarns ofthis agreement are subject to the appropriation of resources by the Legislature, the State Budget An authority, and the allocation of funds by the Califnmia Transportation Commission. 87. All obligatans of the CITY under the lens of this agreement are subject to the appropriatan of funds by the City. Should funds not be appropriabed, this agreement may be terminated by City upon prior weird notice to CALTRANS. 88. Any PARTNER who performs IQA does so Por its own benefit, fiuther, that PARTNER carrot be assigned lability due to its TEA activities. 89. Neither CITY we any officer or employee thereof 0 responsible for my injury,damage or liability occurring by reason of anything done or omittd to be done by CALTRANS under or in connection with any work, autbority, intermittent iann dinfntod upon CALTRANS or arising under this agrament. Itis understood and agreed that CALTRANS will fury defied, indenmify, and save handless CITY and all of its officers and emp iyees from all claims, suits, or actions of every come, kind, and description brought forth under, but rut gmhed to, actions, contras e. inverse eoMemwtioa orother theories or assertions of liability occurring by reason of"hing done or omitted to be done by CALTRANS muter this moderarnt. 90. Neither CALTRANS nor any officer or empbyee thereof is responsible far my injury, damage, or liability occurring by ounce of anything done or omitted to be done by CITY under or in eonneclion with any work atvbwrity, orjurisdickin anfmd upon CITY or arising miler this agreement. It is understood and agreed that CITY will Polly defend, indemnify, and save harmless CALTRANS and all of its Offices aha employees Gam all claims, suits, or act is of every name, kind, arM description brought forth under, but not limited to, tonurus, wntredusl, invme condeadatan, or other theories or assertions Of liability occurring by reason of anything done or omitted to be done by CITY under this agramem. 91. This agreement is ad indeedto creme a third party beneficiary or define duties, Obligations, or rights in parties not signatory to the agreement. This egreemett 6 not intioded to affxt the legal Holiday of PARTNERS by imposing any standard of me for completing WORK diff d fiom the standards imposed by law. 92. PARTNERS will not assign or attempt to assign agreement obligations to parties act signatory to this agreement. 98. Any ambiguity contained in Otis agreement wild not he inlerpraW against PARTNERS. PARTNERS waive the provisions of California Civil Code section 1654. 94, A waiver of partner's perfonronce order this agreement will int emanate a continuous waiver of my other provision. An amendment name to any article or section of this agreement does not constitute an amendment to or negate all other articles or sections of this agreement. 95. A delay or omission to exorcise a right or power due to a default does not negate the use of that right or powerin the future when deemed necessary. 96. If my partner defaults in their agreement obligatiom, the nondefsuhing Protests) will natant in writing that the default be remedial within 70 calendar days. Ifthe defaulting partner fads to do so, the non-defiulting p ower(s) may initiate dispute resolution. 97. PARTNERS will first attempt to resolve agreement disputes at the PROJECT team level. Ifthey, cavort resolve the dispute themselves, the CALTRANS district director and the executive ofHcerofCITV will attempt to negotiate a resolution. Iftw resolution is reached, PARTNERS' legal contend will ivaiate radiation. PARTNERS agree to participate in mediation in good faith and will share equally in its costs. Neither the dispute Our the mediation process relieves PARTNERS fiam full anal lonely performence of WORK in accordance with the term of des egreerneta. However, if my partner stops WORK Ne other partner(s) troy seek equitable relief to emure that WORK continues. Except for equitable relief, to partner may file a civil complaint nmol after mot iazim, or 45 calendar days after filing the written mediation request, whichever occurs firs, t. Any civil complaints will he filed in the Superior Court of the county in which the CALTRANS district office signatory to this agreement resides. The prevailing partner will tie entitled to an award of all casts, fm, and expenses, toluding reasonable atto rcy fees as a result of litigating a dispute under this agreement or in en6rce the provisions of this article including equitable relief. 98. PARTNERS maintain the ability to pursue aherwEve or additional dispute rowdies if pmioesty selected mmedy da® Out achieve resolution. 99. If my provisions in this agreement are damned in bs, or are in fent, illegal awpmtivc, or unenforceable, those provisions do not fender any or all other agreement provisions fiinvalid, nwperative, or unenforceahle, ad those pvisiowill be automatically sever mre ed firm this agreement. 100. This agreement is intended to be PARTNERS' final expression and supersedes all prior Orel understanding or writings pertaining to WORK 101. If during performance of WORK additional activities or environmental documentation is necessary to keep PROJECT in environmental compliance, PARTNERS will amend this agreement to include completion ofmuse additional tasks. 102. PARTNERS will execute a formal writien amendment if them are any changes to the commitments made N this agreemrnt. 103. This agreement will terminate upon COMPLETION OF WORK Or upon 30 calendar days' written notification to terminate and acceptance between PARTNERS, whichever occurs fust. However, all indemnification, document reminum add, claims, environmental commitment, legal challenge, ad ownership anicies will remain in efft until terminal magnified in writing by mutual agreement. 104. The following dorwtLLs are attached to, and made an express part ofthis agreement: SCOPE SUMMARY, FUNDING SUMMARY. 105. Signatories may execute this agreement through individual signature pages pre"dd that each signature is an original. This agrmrtmt is not Polly executed unfit. all original signatures are Wariest. CONTACT BVFORMATION The information Provided below indicates the primary contact data for each partner to this egreemamt. PARTNERS will notify each other in writing of my personnel or locelion change. These changes do not tryu re an amendment to this agreement. The primary ag ernenl contact person for CALTRANS is: Steven Milto , Project Manager 2015 East Shields Avenue, Suite 100 Fresco, California 93726 Office Phone: (559) 243-3456 Email: steven_mikon@dm.ca.gov The primary agreement contact person for CITY is: Bryan Jones, Traffic Engineer Manager 26M Fresim Street Fresno, California 93721 Office Phone: (559) 621-8792 Email: bryan.jones@Essm.mv SIGNATURES PARTNERS declare tient: I. Each partner is an auffaa d legal entity uler California state law. 2. Each partner has the authority to alta into this agreement. 3. The paeplesigning this agreanete have theautlnrity todo so onbehalfofthev public agencies. 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