AGR-6972 - ORANGE COUNTY TRANSPORTATION AUTHORITY - OPERATIONS AND MAINTENANCE OF VIDEO SURVELLIANCE SYSTEM AT ORANGE TRANSPORTATION CENTERCOOPERATIVE AGREEMENT N0. C-0-2185
1 WHEREAS, on May 6, 2015 AUTHORITY and CITY entered into a Cooperative Agreement for
2 the installation of a VSS at the OTC; and
3 WHEREAS, CITY was the lead for the design and installation of the VSS and will operate and
4 maintain the system as construction of the VSS is complete.
5 NOW,THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as follows:
6 ARTICLE 1. COMPLETE AGREEMENT
7 A. This Agreement, including any attachments incorporated herein and made applicable by
8 reference, constitutes the complete and exclusive statement of the term(s) and condition(s) of this
9 Agreement between AUTHORITY and CI71'and it supersedes all prior representations, understandings,
10 and communications. The invalidiry in whole or in part of any term or condition of this Agreement shall
11 not affect the validity of other term(s) or condition(s) of this Agreement. The above referenced Recitals
12 are true a d correct and are incorporated by reference herein.
13 B. AUTHORITI"S failure to insist on any instance(s) of CITY's perfortnance of any term(s)
14 or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of AUTHORITY's
15 right to such performance or to future performance of such term(s) or condition(s), and CITY's obligation
16 in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall
17 not be binding upon AUTHORI7'Y except when specifically confirmed in v riting by an authorized
18 representative of AUTHORITY by way of a written amendment to this Agreement and issued in
19 accordance with the provisions of this Agreement.
20 C. CITY's failure to insist on any instance(s)of AUTHORITY's performance of any term(s)or
21 condition(s)of this Agreement shall not be construed as a waiver or relinquishment of CITI^s right to such
22 pertormance or to future pertormance of such term(s) or condition(s), and AUTHORITY's obligation in
23 respect thereto shall continue in full force and effect. Changes to any portio of this Agreement shall not
24 be binding upon CITY except when specifically co firmed in writing by an authorized representative of
25 CITY by way of a written amendment to this Agreement and issued in accordance with the provisions of
26 this Agreement.
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COOPERATIVE AGREEMENT N0. C-0-2185
1 ARTICLE 2. SCOPE OF AGREEMENT
2 This Agreement specifies the roles and responsibilities of the Parties as they pertain to the
3 subjects and projects addressed he2in. Bolh AUTHORI7Y and CITY agree that each will cooperate and
4 coordinate with the other in all activifies covered by this Agreement and any other supplemental
5 agreements that may be required to facllitate purposes thereof.
6 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
7 AUTHORITY agrees to the following responsibllities for PROJECT:
8 A. Designate the AUTHORITY's Rail Operations Department(Rail Operalions)as Project
9 Manager for the project.
10 B. As a direct grant recipient of federal funds from the FTA, the AUTHORITY is responsible
11 Tor ensuring that the VSS is being utilized in compliance with federal requirements in accordance wilh the
12 FTA's Circular 5010.1 E Award Management Requirements and the Office of Management and BudgeYs
13 2 Code of Federal Regulations (CFR) 200 Uniform Administrative Requfrements, Cost Principles and
14 Audit Requirements for Federel Awards, as described in Exhibit A, "OCTA Procedures for Monitoring
15 Federally Funded Subrecipient Facilities'.
16 ARTICLE 4. RESPONSIBILITIES OF CITY
17 CITY agrees to the following responsibilities for PROJECT:
18 A. Maintenance and Reoair: CITY agrees, at no cost to AUTHORITY,to maintain the VSS
19 for the benefit of the public in a state of good epair, for the manufacturer's suggested useful life or
20 seven (7)years,whichever comes first,for all components of the VSS.
21 B. Federal Fund Procedures:Adhere to procedures outlined in Exhibit A,"OCTA Procedures
22 for Monitoring Federally Funded Subrecipient Facilities".
23 ARTICLE 5. DELEGATED AUTHORITY
24 The actions required to be taken by CITY in the implementation of this Agreement are delegated
25 to its Mayor,or designee, and the actions required to be taken by AUTHORITY in the implementatfon of
26 thls Agreement are delegated to AUTHORIi'Y's Chief Executive Officer or designee.
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COOPERATIVE AGREEMENT NO.C-0-2185
1 ARTICLE 6. AUDIT AND INSPECTION
2 AUTHORIN and CITY shall maintain a complete set of records in accordance with generally
3 accepted accounting principles. Upon reasonable notice, CITY shall pertnit the authorized
4 representatives of the AUTHORITY to inspect and audit all work, materials,payroll,books,accounts,and
5 other data and records of CITY,for a period of four(4)years from the latter date of either completion,or
6 any on-going audit. Either Party shall have the right to reproduce any books, records, and accounts.The
7 above provision with respect to audits shall extend to any contract issued in connection with or arising
8 out of the performance of this Agreement.
9 ARTICLE 7. INDEMNIFICATION
10 A. To the fullest eMent permitted by law, CITY shall defend(at CIIY's sole cost and expense
11 with legal counsel reasonably acceptable to AUTHORITY), indemnify, protect, and hold harmless
12 AUTHORIN, its officers, directors, employees, and agents (collectively the "Indemnified Parties")from
13 and against any and all liabilities, actions, suits, claims, demands, losses, costs,judgments, arbitration
14 awards, settlements, damages, demands, orders, penalties (collectively "claims"), including but not
15 limited to claims arising from injuries to or death of persons(Cffl^s employees included),for damage to
16 property, including property owned by AUTHORITY, or from any violalion of any federal, state, or local
17 law or ordinance, alleged to be caused by lhe negligent acis, omissions or willful misconduct of CIN, its
18 officers, directors, employees or agents in connection with or arising out of the performance of this
19 Agreement and any related expenses, including legal costs and attorney fees.
20 B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole
2'I cost and expense with legal counsel reasonably acceptable to CITY), indemnify, protect, and hold
22 harmless CITY, its officers,directors,employees,and agents(collectively the"Indemnified Parties"),from
23 and against any and all Ilabilities, actions, suits, claims, demands, losses, costs,judgments, arbitration
24 awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and
25 altomey fees (collecGvely"Claims"), including but not limited to Claims arising from injuries to or death of
26 persons(AUTHORITY's employees included),for damage to property,including property owned by CITY,
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COOPERATIVE AGREEMENT NO.C-0-2185
1 orfrom any violation of any federal,state,or local law or ordinance,alleged to be caused by the negligent
2 acts, omissions or willful misconduct of AUTHORITY, its o cers, directors, employees or agents In
3 connection with or arising out of the perfortnance of lhis Agreement.
4 C. The indemnification and defense obligations of this Agreement shall survive its expiratlon
5 ortermination.
6 ARTICLE 8. ADDITIONAL PROVISIONS
7 A. Term ofAareement:This Agreement shall be in full force and eifectfrom the effective date
8 through the manufacturers suggested useful life of the VSS or seven (7) years, whichever comes first,
9 or until tertninated by either Party,
10 B. Amendments: This Agreement may be amended in writing at any time by the mutual
11 consent of both Parties. No amendment shall have any force or effect unless executed in writlng by both
12 Parties.
13 C. Leqal AuthoriN: AUTHORITY and CITY hereto consent that they are authorized to
14 execute this Agreement on behalf of said Parties and that, by so executing this agreement,the Parties
15 hereto are fortnally bound to ihe provisions of this Agreement.
16 D. Severabilitv: IPany term, provision, covenant or condition of this Agreement is held to be
17 invalid, void or othenvise unenforceable, to any extent, by any court of competent jurisdiction, the
18 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or
19 condition of this Agreement shall be valid and enforceable to the fullest eMent permitted by law.
20 E. Countemarts of Aareement: This Agreement may be executed and delivered in any
21 number of counterparts,each of which,when executed and delivered shall be deemed an original and all
22 of which together shall constitute the same agreement. Facsimile signatures will be permitted.
23 F. Force Mafeure: Either Party shall be excused from performing its obligations unde thfs
24 Agreement during the time and to the extent that It is prevented from perForming by an unforeseeable
25 cause beyond its control, including but not limited to: any incidence of fire; flood; acts of God;
26 commandeering of material,pmducts,plants orfacilities by the federal,state or local government;national
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COOPERATIVE AGREEMENT N0. C-0-2185
1 fuel shortage;or a material act or omission by the other Party;when satisfactory evidence of such cause
2 is presented to the other Party,and provided further that such nonperformance is unforeseeable, beyond
3 the control and is not due to the fault or negligence of the Party not performing.
4 G. Assianment: Neither this Agreement, nor any of the Parties rights, obligations,duties, or
5 authority hereunder may be asslgned in whole or in part by eilher Party without the prtor written consent
6 of the other Party in Its sole and absolute discretion. My such attempt of assignment shall he deemed
7 void and of no force and effect. Consent to one assignment shall not be deemed consent to any
8 subsequent assignment, nor the waiver of any right to consent to such subsequent assignment.
9 H. Governina Law: The laws of the State of Califomia and applicable local and federal laws,
10 regulations and guidelines shall govem this Agreement.
11 i.Litioation fees: Should litigat(on arise out of this Agreement for the performance thereof,
12 the court shall award costs and expenses, including attorney's fees, to the prevailing Party.
13 J. Notices: Any notfces, requests, or demands made belween the Parties pursuant to this
14 Agreement are to be directed as follows:
15 TO CITY: TO AUTHORITY:
s City of Orange Orange County Transportation Authority
1 300 East Chapman Avenue 550 Soulh Main Street
1 S Orange, CA 92866 P. O. Box 141 B4
19 Orange, CA 92863-1584
20 Attention: Christopher Cash Attention: Michael Le
2 Public Works Director Contract Administrator
zz Tel : (714)744-5525 Tel: (714)560-5314
z3 Emaii:ccash(a cilvoforanqe.orq E-mail: mlel(a octa.nel
24 CC: Megan LeMaster
25
Senior Transportation Analyst
26 Tel : (714)560-5601; E-mail: mlemaster(c octa.nel
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COOPERATIVE AGREEMENT NO. C-0-2185
EXHIBIT A
Grent Compliance & Progrem Controls Office
ocra Procedures for Monitoring Federally Funded Subrecipient Facilities
Rationale: As a direct grent recipient of federal funds from the Federal Transit Administration
FTA), Orange County Transportation Authority (OCTA) is responsible for ensuring compliance
with federal requirements in accordance with the Federel Trensit Administretion's Circular
5010.1E Award Management Requirements and the Office of Management and BudgeYs 2 CFR
200 Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federel
Awards. These requirements flow down to other public agencies and non-profit organizations
that receive federal funds from OCTA or own and operete a federally funded facility as an OCTA
Subrecipient of FTA funds.
Purpose: The purpose of these procedures is to provfde guldance for the oversight and
monitoring of federelly funded trensit facilities ihat are owned and operated by federal
Subrecipients of the OCTA. These oversight and monitoring activities are undertaken after the
facility's construction to ensure a Subrecipient is utilizing the federallyfunded facility as intended
by the original grant award and fn compliance with applicable federal regulations.
Organizational Units Affected: The Grant Compliance Office within the 6cternal Affairs Division
is responsible for the maintenance and implementation of these procedutes as part of its overell
effort to ensure compliance of Subrecipient agencies. The Trensit Operations Division and all
divisions that utllize and manage federally funded assets are affected by these procedures and
will work cooperatively to implement them as part of their responsibility in managing the use of
the federal asset as part of the countywide transit system.
Procedures: Following the construction close-out of the facility, Rail Operations will notifyContractsAdminfstration & Materials Management (CAMM) to prepare and execute an
agreement between OCTA and the Subrecipient agency to ensure the responsible operation and
maintenance of the federally funded transit facility as required by the FTA.
The FTA requirements that are to be included in the agreement will be determined by CAMM
and the Grant Compliance Office based on current federel requirements and their applicability
to the project. An example Article of Responsibilities for Subrecipients is provided below.
Article: Responsibilities of Subrecipients
1. Maintenance SUBRECIPIENT agrees to provide OCTA a copy of the facility maintenance
plan for OCTA approval. The CITY agrees to conduct preventive maintenance (PM) and
warranty tasks contained in the approved CITY facility maintenance plan. At least 80% of
scheduled preventive maintenance Inspections will be completed on time. Records of the
pursuit of warranty claims wlll be provided to OCTA upon request. ALL PM activities and
records will include ADA features such as escalators, elevators,and automatic doors.
2.Satisfactory Continuing Control SUBRECIPIENT agrees to implement an effective properry
management system that would include:
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COOPERATIVE AGREEMENT NO. C-0-2185
EXHIBIT A
Grant Compliance & Program Controls Office
OCTA Procedures for Monitoring Federally Funded Subrecipient Facilities
a)Adequate insurance coverage
b)An updated Iist of FTA funded assets to Include description,purchased value, useful life,
use, and condition
c) Completion of biennial inventory of assets with values over $5,000 with evidence of
reconciliation to records. Equipment records must include:
Description of asset Acquisition date
Identification number or serial number Acquisition cost
Title holder Federal participation percentage
Federal Award Information Number Location
FAIN)/Grant Number Useful Ilfe(per FTA C.SOlO.lE)
d) An updated list of(ncidental uses, and requests to OCTA for approvals when lessees or
agreements change prior to execution of an agreement
e)An updated list of real property for land and building to include description, purchased
value, useful Iffe, use, and condition.
3.Title VI SUBRECIPIENT will provide OC7A a copy of its current Title VI progrem as updated
on a three-year basis and will ensure Title VI public notices are posted in the facility in
accordance with the SUBRECIPIENT'S Title VI program.
4. Progrem Income SUBRECIPIENT will report program income on an annual basis to
AUTHORITY and will provide documentation that the income is used towards the operations
and maintenance costs of the facility.
5. Transit Asset Management (TAM) SUBRECIPIENT agrees to cooperate with and assist in
the implementation of AUTHORITY's TAM plan as required by the Federal Transit
Administration.
6. Single Audits SUBRECIPIENT agrees to complete single audits on an annual basis and
provide results to OCTA.
7.Civil Rights Complaints SUBRECIPIENT agrees to publicize its complaint process,Investigate
complaints and provide OCTA a summary of any America ns with Disabilities Act(ADA)or Title
VI complaints relating to the operation of the facility on a quarterly basis.
Rail Operations shall arrange a meeting with the Subrecipient and Grant Compliance to provide
an opportunity to review and discuss the requfrements of the agreement prior to execution. At
the time of agreement execution, the Subrecipient will agree to comply with all applicable FTA
requirements and to be subject to ongoing monitoring by OCTA.
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COOPERATIVE AGREEMENT NO. C-0•2185
EXHIBIT A
Grant Compliance & Program Controls Office
ocra Procedures for Monitoring Federally Funded Subrecipient Facilities
Ongoing Su6recfpient Oversight&Monitoring
With the assistance of Rail Operations acting as the Project Manager,the Grant Compliance shall
conduct the following monitoring activities to ensure that the above federal requirements are
met.
1. Annual Compliance Self-Certification and Site Visit: The Annual Compliance Self-
Certification is a questionnaire that is updated each year by the Grent Compliance Office and
completed by the Subrecipient. The questions span all appllcable review areas and are
designed to uncover any areas of concern. Once completed, a Site Visit is arranged wlth the
Subrecipient to allow an opportunity to discuss compliance and the current status of the
federally funded facility. Should issues or complications arise, the Grant Compliance Office
shall request the assfstance of OCTA's Subject Matter Experts as needed (e.g. Title VI,ADA,
EEO etc.J
2. Full Desk and On-Site Compliance Reviews: More stringent desktop and on-site
compliance reviews are conducted bythe Grant Compliance Office based on risk assessments
completed each year with Subrecipient ProJect Managers. Please refer to the OCTA FfA
Subrecipient Monitoring Procedures Guide for more detailed information regardingthfs more
formal review.
3. SAM.GOV Registry Checks: In keeping with 2 CFR Part 200, the Grant Compliance Office
will ensure that Subrecipients maintain an active System for Award Management (SAM)
registretion w(th current information. SAM registration checks are to be conducted every six
months and on an as-needed basis to ensure active SAM registrations are mafntained and
free of issues, suspensions or debarments. The Grent Compliance Office will maintain a
database of entity information and registration expiration dates and notify Subrecipients of
inactive or expiring registrations through the Project Manager.
The above monitoring activities are to be undertaken throughout the useful life of the federal
asset as defined by FTA Circular 5010.1E.
References:
Federal Transit Administration Circular 5010 lE Award Mam ement Reauirements
Office of Mana emen[ and 6udret 2 CFR 200 Uniform Administrative Requirements Cos[
Pnnaoles and Audit Reouirements for Federal Awards
30/02/19
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