RES-11507 MASTER AGREEMENT FOR STATE-FUNDED PROJECTS AND AUTHORIZATION TO EXECUTE SUPPLEMENT AGREEMENTSRESOLUTION NO. 11507
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF ORANGE APPROVING THE TERMS AND
CONDITIONS OF THE MASTER AGREEMENT
BETWEEN THE CITY AND THE STATE FOR STATE-
FUNDED PROJECTS FROM THE STATE
TRANSPORTATION IMPROVEMENT PROGRAM
OR OTHER STATE-FUNDED PROGRAMS AND
AUTHORIZING THE CITY MANAGER OR THE
DIRECTOR OF PUBLIC WORKS TO EXECUTE ANY
AND ALL PROGRAM SUPPLEMENT AGREEMENTS
TO IMPLEMENT THE MASTER AGREEMENT
WHEREAS, the City of Orange ("City") has applied to the State for funding from either
the State Transportation Improvement Program or other State-Funded programs (hereafter jointly
referred to as "State Funds") for use on eligible City transportation related projects; and
WHEREAS, in order to receive such funds the City Council is required to approve the
Master Agreement Administering Agency-State Agreement for State-Funded Projects" by and
between the City and the State of California, acting by and through its Department of
Transportation("Caltrans") (hereafter,the "Master Agreement"); and
WHEREAS, the Master Agreement anticipates that project specific Program Supplement
Agreements will be entered into by and between the City and Caltrans for the purpose of
identifying eligible transportation projects and the types and amounts of State Funds that could be
used to finance the project. A Program Supplement Agreement is the contractual basis for Caltrans
to pay the City for work done and includes special covenants or clauses defining the City's and
Caltrans' specific responsibilities in implementing and maintaining the project; and
WHEREAS, the Master Agreement requires that a Program Supplement Agreement be
approved by the City Council unless the City Council has delegated that responsibility to another
City officer; and
WHEREAS, the City Council desires to save time and work by authorizing the City
Manager and the Director of Public Works to execute Program Supplement Agreements and such
other and further documentation as they may deem necessary and appropriate for projects to be
constructed by the City under the Master Agreement.
NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of Orange as
follows:
Section 1. Approval of the Master Agreement. The terms and provisions of the Master
Agreement between the City of Orange and Caltrans in the form attached hereto as Exhibit "A"
are approved. Accordingly,the Public Works Director is hereby authorized and directed to execute
the Master Agreement on behalf of the City.
Section 2. Authorization for Officers to Act. The City Council authorizes and directs the
Director of Public Works or the City Manager,or their designees,to execute on behalf of the City
all Program Supplement Agreements as they occur under the Master Agreement and to do any and
all things and take any and all actions and execute any and all documents, which they, or any of
them,may deem necessary or advisable or that Caltrans requires relevant to the implementation of
the Master Agreement and to take any and all action deemed by any of them to be proper in
connection with the Master Agreement.
ADOPTED this 12th day of December 2023.
X,
DaEfel R. Slater, Mayor, City of Orange
ATTEST:
Pamela Coleman, City Clerk, City of Orange
APPROVED AS TO FORM:
Mike Vigliotta, City Attorney
Attachment: Exhibit A
Resolution No. 11507 2
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ORANGE
I, PAMELA COLEMAN, City Clerk of the City of Orange, California, do hereby certify
that the foregoing Resolution was duly and regularly adopted by the City Council of the City of
Orange at a regular meeting thereof held on the 12th day of December 2023,by the following vote:
AYES:COUNCILMEMBERS: Barrios, Dumitru, Tavoularis, Bilodeau, Gutierrez,
Gyllenhammer, and Slater
NOES:COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
ABSTAIN: COUNCILMEMBERS: None
Pamela Coleman, City Clerk, City of Orange
Resolution No. 11507 3
AaR 7 63*
MASTER AGREEMENT
ADMINISTERING AGENCY-STATE AGREEMENT
STATE-FUNDED PROJECTS
12 City of Orange
District Administering Agency
Agreement No. 12-5073S21
This AGREEMENT, is entered into effective this 8th day of January , 20?4, by and
between the City of Orange, hereinafter referred to as "ADMINISTERING AGENCY," and
the State of California, acting by and through its Department of Transportation
Caltrans), hereinafter referred to as "STATE", and together referred to as "PARTIES" or
individually as a "PARTY."
RECITALS:
1. WHEREAS, the Legislature of the State of California has enacted legislation by which
certain State funds are made available for use on local transportation related projects
of public entities qualified to act as recipients of these state funds; and
2. WHEREAS, ADMINISTERING AGENCY has applied to the California Transportation
Commission (CTC) and/or STATE for funding from a State-funded program (herein
referred to as STATE FUNDS), as defined in the Local Assistance Program Guidelines
LAPG) and/or in the respective CTC Guidelines, for use on local authorized
transportation related projects as a local administered project(s), hereinafter referred
to as "PROJECT"; and
3. WHEREAS, said PROJECT will not receive any federal funds; and
4. WHEREAS, before STATE FUNDS will be made available for PROJECT,
ADMINISTERING AGENCY and STATE are required to enter into an agreement to
establish terms and conditions applicable\ to the ADMINISTERING AGENCY when
receiving STATE FUNDS for a designated PROJECT facility and to the subsequent
operation and maintenance of that completed facility.
NOW, THEREFORE, the PARTIES agree as follows:
Page 1 of 15
ARTICLE I - PROJECT ADMINISTRATION
1. This AGREEMENT shall have no force or effect with respect to any program project
unless and until a project- specific Program Supplement to this AGREEMENT for state
funded projects, hereinafter referred to as "PROGRAM SUPPLEMENT", has been fully
executed by both STATE and ADMINISTERING AGENCY.
2. The State approved project-specific allocation notification letter and approved CTC
allocation documentation designate the party responsible for implementing PROJECT,
type of work, and location of PROJECT for projects requiring CTC allocation by PROJECT
component of work.
3. The PROGRAM SUPPLEMENT sets out special covenants as a condition for the
ADMINISTERING AGENCY to receive STATE FUNDS from/through STATE for designated
PROJECT. The PROGRAM SUPPLEMENT shall also show these STATE FUNDS that have
been initially encumbered for PROJECT along with the matching funds to be provided
by ADMINISTERING AGENCY and/or others. Execution of PROGRAM SUPPLEMENT by
the PARTIES shall cause ADMINISTERING AGENCY to adopt all the terms of this
AGREEMENT as though fully set forth therein in the PROGRAM SUPPLEMENT. Unless
otherwise expressly delegated in a resolution by the governing body of
ADMINISTERING AGENCY, and with written concurrence by STATE, the PROGRAM
SUPPLEMENT shall be approved and managed by the governing body of
ADMINISTERING AGENCY.
4. ADMINISTERING AGENCY agrees to execute and return each project-specific
PROGRAM SUPPLEMENT. The PARTIES agree that STATE may suspend future
allocations, encumbrances and invoice payments for any on- going or future STATE
FUNDED PROJECT performed by ADMINISTERING AGENCY if any project-specific
PROGRAM SUPPLEMENT is not returned, unless otherwise agreed by STATE in writing.
5. ADMINISTERING AGENCY further agrees, as a condition to the release and payment
of STATE FUNDS encumbered for the PROJECT described in each PROGRAM
SUPPLEMENT, to comply with the terms and conditions of this AGREEMENT and all the
agreed-upon Special Covenants or Remarks incorporated within the PROGRAM
SUPPLEMENT, and. Cooperative/Contribution Agreement where appropriate, defining
and identifying the nature of the specific PROJECT.
6. STATE FUNDS will not participate in any portion of PROJECT work performed in
advance of the effective date of allocation by CTC, or by STATE for allocations
delegated to STATE by CTC, for said PROJECT.
7. Projects allocated with STATE FUNDS will be administered in accordance with the
current CTC STIP Guidelines, applicable chapter(s) of the LAPG, LAPM and/or any other
instructions published by STATE.
8. ADMINISTERING AGENCY agrees to ensure compliance with all relevant State laws
and requirements for work related to PROJECT, including the California Environmental
Quality Act (CEQA).
9. ADMINISTERING AGENCY's eligible costs for preliminary engineering work includes
all preliminary work directly related to PROJECT up to contract award for construction,
including, but not limited to, environmental studies and permits (E&P), preliminary
surveys and reports, laboratory work, soil investigations, the preparation of plans,
specifications and estimates (PS&E), advertising for bids, awarding of a contract and
project development contract administration.
Page 2 of 15
10. ADMINISTERING AGENCY's eligible costs for construction engineering include
actual inspection and supervision of PROJECT construction work; construction staking;
laboratory and field testing; and the preparation and processing of field reports,
records, estimates, final reports, and allowable expenses of employees/consultants
engaged in such activities.
11. Unless the PARTIES agree otherwise in writing, ADMINISTERING AGENCY's
employees or its contracted engineering consultant shall be responsible for all
PROJECT engineering work.
12. ADMINISTERING AGENCY shall not proceed with final design of PROJECT until final
environmental approval of PROJECT. Final design entails the design work necessary to
complete the PS&E and other work necessary for a construction contract but not
required earlier for environmental clearance of that PROJECT.
13. If PROJECT is not on STATE-owned right-of-way, PROJECT shall be constructed in
accordance with Chapter 11 of the LAPM that describes minimum statewide design
standards for local agency streets and roads. The design standards for projects off the
National Highway System (NHS) allow STATE to accept either the current Caltrans
Highway Design Manual standards, the current FHWA-adopted American Association of
State Highway and Transportation Officials (AASHTO) A Policy on Geometric Design of
Highways and Streets standards, or the approved geometric design standards of
ADMINISTERING AGENCY. Additionally, for projects off the NHS, STATE will accept
ADMINISTERING AGENCY-approved standard specifications, standard plans, materials
sampling and testing quality assurance programs that meet the conditions described
in the then current Local Assistance Procedures Manual.
14. If PROJECT involves work within or partially within STATE-owned right-of-way, that
PROJECT shall also be subject to compliance with the policies, procedures and
standards of the STATE Project Development Procedures Manual and Highway Design
Manual and where appropriate, an executed cooperative agreement between STATE
and ADMINISTERING AGENCY that outlines the PROJECT responsibilities and respective
obligations of the PARTIES. ADMINISTERING AGENCY and its contractors shall each
obtain an encroachment permit through STATE prior to commencing any work within
STATE rights-of-way or work which affects STATE facilities.
15. When PROJECT is not on the State Highway System (SHS) but includes work to be
performed by a railroad, the contract for such work shall be prepared by
ADMINISTERING AGENCY or by STATE, as the PARTIES may hereafter agree. In either
event, ADMINISTERING AGENCY shall enter into an agreement with the railroad
providing for future maintenance of protective devices or other facilities installed
under the contract.
16. ADMINISTERING AGENCY shall comply with the provisions of sections 4450 and
4454 of the California Government Code, as well as other Department of General
Services guidance, if applicable, for the contract PS&E for the construction of
buildings, structures, sidewalks, curbs and related facilities for accessibility and
usability. Further requirements and guidance are provided in Title 24 of the California
Code of Regulations.
17. ADMINISTERING AGENCY shall provide a full-time public employee to be in
responsible charge of each PROJECT. ADMINISTERING AGENCY shall provide or arrange
for adequate supervision and inspection of each PROJECT. ADMINISTERING AGENCY
may utilize consultants to perform supervision and inspection work for PROJECT with a
Page 3 of 15
fully qualified and liceri ed engineer. Utilization of consu,Lu,lts does not relieve
ADMINISTERING AGENCY of its obligation to provide a full-time public employee to be
in responsible charge of each PROJECT.
18. Unless otherwise provided in the PROGRAM SUPPLEMENT, ADMINISTERING
AGENCY shall advertise, award, and administer the PROJECT construction contract or
contracts.
19. The cost of maintenance, security, or protection performed by ADMINISTERING
AGENCY or contractor forces during any temporary suspension of PROJECT or at any
other time may not be charged to the PROJECT.
20. ADMINISTERING AGENCY shall submit PROJECT-specific award information to
STATE's District Local Assistance Engineer, within sixty (60) days after contract award.
21. ADMINISTERING AGENCY shall submit the final report documents that collectively
constitute a "Final Project Expenditure Report", LAPM Exhibit 17-M, within one hundred
eighty (180) days of PROJECT completion. Failure by ADMINISTERING AGENCY to
submit a "Final Project Expenditure Report", within 180 days of project completion will
result in STATE imposing sanctions upon ADMINISTERING AGENCY in accordance with
the Local Assistance Procedures Manual.
22. ADMINISTERING AGENCY shall comply with the Americans with Disabilities Act
ADA) of 1990 that prohibits discrimination on the basis of disability and all applicable
regulations and guidelines issued pursuant to the ADA.
23. The Governor and the Legislature of the State of California, each within their
respective jurisdictions, have prescribed certain nondiscrimination requirements with
respect to contract and other work financed with public funds. ADMINISTERING
AGENCY agrees to comply with the requirements of the FAIR EMPLOYMENT PRACTICES
ADDENDUM, attached hereto as Exhibit A and further agrees that any agreement
entered into by ADMINISTERING AGENCY with a third party for performance of work
connected with PROJECT shall incorporate Exhibit A (with third party's name replacing
ADMINISTERING AGENCY) as parts of such agreement.
24. ADMINISTERING AGENCY shall include in all contracts and subcontracts awarded
when applicable, a clause that requires each subcontractor to comply with California
Labor Code requirements that all workers employed on public works aspects of any
project (as defined in California Labor Code sections 1720-1815) be paid not less than
the general prevailing wage rates predetermined by the Department of Industrial
Relations as effective at the date of contract award by the ADMINISTERING AGENCY.
ARTICLE II - RIGHTS-OF-WAY
1. No contract for the construction of a STATE FUNDED PROJECT shall be awarded until
all necessary rights of way have been secured. Prior to the advertising for construction
of PROJECT, ADMINISTERING AGENCY shall certify and, upon request, shall furnish
STATE with evidence that all necessary rights-of-way are available for construction
purposes or will be available by the time of award of the construction contract.
2. The furnishing of rights of way by ADMINISTERING AGENCY as provided for herein
includes, and is limited to, the following, unless the PROGRAM SUPPLEMENT provides
otherwise.
a) Expenditures of capital and support to purchase all real property required for
Page 4 of 15
PROJECT free and clear of liens, conflicting easemcI ics, obstructions and
encumbrances, after crediting PROJECT with the fair market value of any excess
property retained and not disposed of by ADMINISTERING AGENCY.
b) The cost of furnishing of right-of-way as provided for herein includes, in addition to
real property required for the PROJECT, title free and clear of obstructions and
encumbrances affecting PROJECT and the payment, as required by applicable law, of
damages to owners of remainder real property not actually taken but injuriously
affected by PROJECT.
c) The cost of relocation payments and services provided to owners and occupants
pursuant to Government Code sections 7260-7277 when PROJECT displaces an
individual, family, business, farm operation or nonprofit organization.
d) The cost of demolition and/or the sale of all improvements on the right-of-way after
credit is recorded for sale proceeds used to offset PROJECT costs.
e) The cost of all unavoidable utility relocation, protection or removal.
f) The cost of all necessary hazardous material and hazardous waste treatment,
encapsulation or removal and protective storage for which ADMINISTERING AGENCY
accepts responsibility and where the actual generator cannot be identified, and
recovery made.
3. ADMINISTERING AGENCY agrees to indemnify and hold STATE harmless from any
liability that may result in the event the right-of-way for a PROJECT is not clear as
certified by ADMINISTERING AGENCY, including, but not limited to, if said right-of-way
is found to contain hazardous materials requiring treatment or removal to remediate
in accordance with Federal and State laws. ADMINISTERING AGENCY shall pay, from its
own non- matching funds, any costs which arise out of delays to the construction of
PROJECT because utility facilities have not been timely removed or relocated, or
because rights-of-way were not available to ADMINISTERING AGENCY for the orderly
prosecution of PROJECT work.
ARTICLE III - MAINTENANCE AND MANAGEMENT
1. ADMINISTERING AGENCY will maintain and operate the property acquired,
developed, constructed, rehabilitated, or restored by PROJECT for its intended public
use until such time as the parties might amend this AGREEMENT to otherwise provide.
With the approval of STATE, ADMINISTERING AGENCY or its successors in interest in
the PROJECT property may transfer this obligation and responsibility to maintain and
operate PROJECT property for that intended public purpose to another public entity.
2. Upon ADMINISTERING AGENCY's acceptance of the completed construction contract
or upon contractor being relieved of the responsibility for maintaining and protecting
PROJECT, ADMINISTERING AGENCY will be responsible for the maintenance, ownership,
liability, and the expense thereof, for PROJECT in a manner satisfactory to the
authorized representatives of STATE and if PROJECT falls within the jurisdictional limits
of another Agency or Agencies, it is the duty of ADMINISTERING AGENCY to facilitate a
separate maintenance agreement(s) between itself and the other jurisdictional Agency
or Agencies providing for the operation, maintenance, ownership and liability of
PROJECT. Until those agreements are executed, ADMINISTERING AGENCY will be
responsible for all PROJECT operations, maintenance, ownership and liability in a
manner satisfactory to the authorized representatives of STATE. If, within ninety (90)
days after receipt of notice from STATE that a PROJECT, or any portion thereof, is not
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being properly operated and maintained and ADMINISTL,.,,JG AGENCY has not
satisfactorily remedied the conditions complained of, the approval of future STATE
FUNDED PROJECTS of ADMINISTERING AGENCY will be withheld until the PROJECT shall
have been put in a condition of operation and maintenance satisfactory to STATE. The
provisions of this section shall not apply to a PROJECT that has been vacated through
due process of law with STATE's concurrence.
3. PROJECT and its facilities shall be maintained by an adequate and well-trained staff
of engineers and/or such other professionals and technicians as PROJECT reasonably
requires. Said operations and maintenance staff may be employees of ADMINISTERING
AGENCY, another unit of government, or a contractor under agreement with
ADMINISTERING AGENCY. All maintenance will be performed at regular intervals or as
required for efficient operation of the complete PROJECT improvements.
4. ADMINISTERING AGENCY shall comply with all applicable law, including but not
limited to, all applicable legal authority regarding construction standards.
ARTICLE IV - FISCAL PROVISIONS
1. All contractual obligations of STATE are subject to the appropriation of resources by
the Legislature and the allocation of resources by the CTC.
2. STATE'S financial commitment of STATE FUNDS will occur only upon the execution
of this AGREEMENT, the execution of each project-specific PROGRAM SUPPLEMENT.
and/or STATE's approved finance letter.
3. ADMINISTERING AGENCY agrees, as a minimum, to submit invoices in arrears for
reimbursement of allowable PROJECT costs at least once every six months
commencing after the STATE FUNDS are encumbered on either the project-specific
PROGRAM SUPPLEMENT or through a project-specific finance letter approved by
STATE. STATE reserves the right to suspend future allocations and invoice payments
for any on-going or future STATE FUNDED project performed by ADMINISTERING
AGENCY if PROJECT costs have not been invoiced by ADMINISTERING AGENCY for a six-
month period
4. Invoices shall be submitted on a standardized billing summary template, in
accordance with Chapter 5 of the LAPM to claim reimbursement by ADMINISTERING
AGENCY. For construction invoices, pay estimates must be included.
5. ADMINISTERING AGENCY must retain at least one copy of supporting backup
documentation for allowable costs incurred and claimed for reimbursement by
ADMINISTERING AGENCY. ADMINISTERING AGENCY agrees to submit supporting
backup documentation with invoices if requested by State. Acceptable backup
documentation includes, but is not limited to, agency's progress payment to the
contractors, copies of cancelled checks showing amounts made payable to vendors
and contractors, and/or a computerized summary of PROJECT costs.
6. Payments to ADMINISTERING AGENCY can only be released by STATE as
reimbursements of actual allowable PROJECT costs already incurred and paid for by
the ADMINISTERING AGENCY.
7. Indirect Cost Allocation Plans/Indirect Cost Rate Proposals (ICAP/ICRP), Central
Service Cost Allocation Plans and related documentation are to be prepared and
provided to the Inspector General - Independent Office of Audits and Investigations for
review and approval prior to ADMINISTERING AGENCY seeking reimbursement of
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indirect cost incurred in each fiscal year being for reimbursement.
ICAPs/ICRPs must be prepared in accordance with the requirements set forth in 2 CFR,
Part 200, Chapter 5 of the LAPM, and the ICAP/ICRP approval procedures established
by STATE.
8. STATE will withhold the greater of either two (2) percent of the total of all STATE
FUNDS encumbered for each PROGRAM SUPPLEMENT or $40,000 until ADMINISTERING
AGENCY submits the Final Report of Expenditures for each completed PROGRAM
SUPPLEMENT PROJECT.
9. The estimated total cost of PROJECT, the amount of STATE FUNDS obligated, and
the required matching funds may be adjusted by mutual consent of the PARTIES with a
finance letter, and an allocation notification letter when applicable. STATE FUNDING
may be increased to cover PROJECT cost increases only if such additional funds are
available and the CTC and/or STATE concurs with that increase in the form of an
allocation and finance letter.
10. When such additional STATE FUNDS are not available, ADMINISTERING AGENCY
agrees that any increases in PROJECT costs must be defrayed with ADMINISTERING
AGENCY's own funds.
11. ADMINISTERING AGENCY shall use its own non-STATE FUNDS to finance the local
share of eligible costs and all PROJECT expenditures or contract items ruled ineligible
for financing with STATE FUNDS. STATE shall make the final determination of
ADMINISTERING AGENCY's cost eligibility for STATE FUNDED financing with respect to
claimed PROJECT costs.
12. ADMINISTERING AGENCY will reimburse STATE for STATE's share of costs for work
performed by STATE at the request of ADMINISTERING AGENCY. STATE's costs shall
include overhead assessments in accordance with section 8755.1 of the State
Administrative Manual.
13. STATE FUNDS allocated by the CTC and/or STATE are subject to the timely use of
funds provisions approved in CTC Guidelines and State procedures approved by the
CTC and STATE.
14. STATE FUNDS encumbered for PROJECT are available for liquidation only for a
limited period from the beginning of the State fiscal year when those funds were
appropriated in the State Budget. STATE FUNDS not liquidated within these periods
will be reverted unless a Cooperative Work Agreement (CWA) is submitted by
ADMINISTERING AGENCY and approved by the California Department of Finance in
accordance with Section 16304 of the Government Code. The exact date of fund
reversion will be reflected in the STATE signed PROJECT finance letter.
15. Payments to ADMINISTERING AGENCY for PROJECT-related travel and subsistence
per diem) expenses of ADMINISTERING AGENCY forces and its contractors and
subcontractors claimed for reimbursement or as local match credit shall not exceed
rates authorized to be paid to rank and file STATE employees under current California
Department of Human Resources (CaIHR) rules unless a Cooperative Work Agreement
CWA) is submitted by ADMINISTERING AGENCY and approved by the California
Department of Finance in accordance with Government Code section 16304. If the
rates invoiced by ADMINISTERING AGENCY are in excess of CaIHR rates,
ADMINISTERING AGENCY is responsible for the cost difference, and any overpayments
inadvertently paid by STATE shall be reimbursed to STATE by ADMINISTERING AGENCY
on demand.
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16. ADMINISTERING AGENCY agrees to comply with California Government Code 4525-
4529.14. Administering Agency shall undertake the procedures described in California
Government Code 4527(a) and 4528(a). Administering Agency shall also comply with
2 CFR Part 200 Uniform Administrative Requirements, Cost Principles and Audit
Requirement for Federal Awards, excluding 2 CFR Part 200.318-200.326.
17. ADMINISTERING AGENCY agrees and will assure that its contractors and
subcontractors will be obligated to agree that Contract Cost Principles and Procedures,
48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31, et seq., shall be
used to determine the allowability of individual PROJECT cost items. Every recipient
and sub-recipient receiving PROJECT funds under this AGREEMENT shall comply with
Federal administrative procedures in accordance with 2 CFR, Part 200, Uniform
Administrative Requirements, Cost Principles and Audit Requirement for Federal
Awards, excluding 2 CFR Part 200.318-200.326Governments. ADMINISTERING AGENCY
agrees to comply with the provisions set forth in 23 CFR Parts 140, 645 and 646 when
contracting with railroad and utility companies.
18. Every recipient and sub-recipient receiving PROJECT funds under this AGREEMENT
shall comply with 2 CFR 200 excluding 2 CFR Part 200.318-200.326, 48 CFR Chapter 1,
Part 31, LAPM, Public Contract Code (PCC) 10300- 10334 (procurement of goods), PCC
10335-10381 (non-A&E services), California Government Code 4525-4529.5 including
4527(a) and 4528(a), and other applicable STATE regulations.
19. Any PROJECT costs for which ADMINISTERING AGENCY has received payment or
credit that are determined by subsequent audit to be questioned; disallowed, or
unallowable under 2 CFR, Part 200, 48 CFR, Chapter 1, Part 31, 23 CFR Parts 140, 645
and 646, LAPM, Public Contract Code (PCC) 10300-10334 (procurement of goods), PCC
10335-10381 (non-A&E services), California Government Code 4525-4529.5 including
4527(a) and 4528(a), and other applicable STATE regulations are subject to repayment
by ADMINISTERING AGENCY to STATE and may result in STATE imposing sanctions on
ADMINISTERING AGENCY as described in Chapter 20 of the Local Assistance
Procedures Manual.
20. Should ADMINISTERING AGENCY fail to refund any moneys due upon written
demand by STATE as provided herein or should ADMINISTERING AGENCY breach this
AGREEMENT by failing to complete PROJECT without adequate justification and
approval by STATE, then, within thirty (30) days of demand, or within such other
period as may be agreed to in writing between the PARTIES hereto, STATE, acting
through the State Controller, the State Treasurer, the CTC or any other public entity or
agency, may intercept, withhold and demand the transfer of an amount equal to the
amount paid by or owed to STATE for each PROJECT, from future apportionments, or
any other funds due ADMINISTERING AGENCY from the Highway Users Tax Fund or any
other sources of funds, and/or may also withhold approval of future STATE FUNDED
projects proposed by ADMINISTERING AGENCY.
21. Should ADMINISTERING AGENCY be declared to be in breach of this AGREEMENT or
otherwise in default thereof by STATE, and if ADMINISTERING AGENCY is constituted as
a joint powers authority, special district, or any other public entity not directly
receiving funds through the State Controller, STATE is authorized to obtain
reimbursement from whatever sources of funding are available, including the
withholding or transfer of funds, from those constituent entities comprising a joint
powers authority or by bringing of an action against ADMINISTERING AGENCY or its
constituent member entities, to recover all funds provided by STATE hereunder.
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22. ADMINISTERING AGEI'JLY acknowledges that the signatui y party represents the
ADMINISTERING AGENCY and further warrants that there is nothing within a Joint
Powers Agreement, by which ADMINISTERING AGENCY was created, if any exists, that
would restrict or otherwise limit STATE's ability to recover STATE FUNDS improperly
spent by ADMINISTERING AGENCY in contravention of the terms of this AGREEMENT.
ARTICLE V
AUDITS, THIRD PARTY CONTRACTING, RECORDS RETENTION AND REPORTS
1. STATE reserves the right to conduct technical and financial audits of PROJECT work
and records and ADMINISTERING AGENCY agrees, and shall require its contractors and
subcontractors to agree, to cooperate with STATE by making all appropriate and
relevant PROJECT records available for audit and copying as required by paragraph
three (3) of Article V.
2. ADMINISTERING AGENCY, its contractors and subcontractors shall establish and
maintain a financial management system and records that properly accumulate and
segregate reasonable, allowable, and allocable incurred PROJECT costs and matching
funds by line item for the PROJECT. The financial management system of
ADMINISTERING AGENCY, its contractors and all subcontractors shall conform to
Generally Accepted Accounting Principles, enable the determination of incurred costs
at interim points of completion, and provide support for reimbursement payment
vouchers or invoices sent to or paid by STATE.
3. ADMINISTERING AGENCY, ADMINISTERING AGENCY's contractors and
subcontractors, and STATE shall each maintain and make available for inspection and
audit by STATE, the California State Auditor, or any duly authorized representative of
STATE or the United States, all books, documents, papers, accounting records, and
other evidence pertaining to the performance of such contracts, including, but not
limited to, the costs of administering those various contracts, and ADMINISTERING
AGENCY shall furnish copies thereof if requested. All of the above-referenced parties
shall make such AGREEMENT and PROGRAM SUPPLEMENT materials available at their
respective offices at all reasonable times during the entire PROJECT period and for
three (3) years, or 35 years for Prop 1B funds, from the date of final payment to
ADMINISTERING AGENCY.
4. ADMINISTERING AGENCY shall not award a construction contract over $25,000 on
the basis of a noncompetitive negotiation for work to be performed under this
AGREEMENT without the prior written approval of STATE. All contracts awarded by
ADMINISTERING AGENCY intended or used as local match credit must meet the
requirements set forth in this AGREEMENT regarding local match funds.
5. ADMINISTERING AGENCY shall comply with Chapter 10 (commencing with Section
4525) Division 5 of Title 1 of the Government Code and shall undertake the procedures
described in California Government Code 4527(a) and 4528(a). Administering Agency
shall comply with Chapter 10 of the LAPM for AE Consultant Contracts.
6. ADMINISTERING AGENCY shall comply with Government Code Division 5 Title 1
sections 4525-4529.5 and shall undertake the procedures described in California
Government Code 4527(a) and 4528(a) for procurement of professional service
contracts. Administering Agency shall follow Public Contract Code Section 10335-
10381 for other professional service contracts.
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7. Any subcontract entered into by ADMINISTERING AGENCY as a result of this
AGREEMENT shall contain all of the provisions of Article IV, FISCAL PROVISIONS, and
this ARTICLE V, AUDITS, THIRD-PARTY CONTRACTING, RECORDS RETENTION AND
REPORTS and shall mandate that travel and per diem reimbursements and third- party
contract reimbursements to subcontractors will be allowable as PROJECT costs only
after those costs are incurred and paid for by the subcontractors.
8. To be eligible for local match credit, ADMINISTERING AGENCY must ensure that local
match funds used for a PROJECT meet the fiscal provisions requirements outlined in
ARTICLE IV in the same manner that is required of all other PROJECT expenditures.
9. Except as provided in this Article, this AGREEMENT is solely between and for the
benefit of the PARTIES and there are no third-party beneficiaries.
ARTICLE VI MISCELLANEOUS PROVISIONS
1. ADMINISTERING AGENCY agrees to use all PROJECT funds reimbursed hereunder
only for transportation purposes that are in conformance with Article XIX of the
California State Constitution and other California laws.
2. ADMINISTERING AGENCY shall conform to all applicable State and Federal statutes
and regulations, and the Local Assistance Program Guidelines and Local Assistance
Procedures Manual as published by STATE and incorporated herein, including all
subsequent approved revisions thereto applicable to PROJECT unless otherwise
designated in the project-specific executed PROJECT SUPPLEMENT.
3. This AGREEMENT is subject to any additional restrictions, limitations, conditions, or
any statute enacted by the State Legislature or adopted by the CTC that may affect
the provisions, terms, or funding of this AGREEMENT in any manner.
4. ADMINISTERING AGENCY and the officers and employees of ADMINISTERING
AGENCY, when engaged in the performance of this AGREEMENT, shall act in an
independent capacity and not as officers, employees or agents of STATE.
5. Each project-specific PROGRAM SUPPLEMENT shall separately establish the terms
and funding limits for each described PROJECT funded under this AGREEMENT and that
PROGRAM SUPPLEMENT. No STATE FUNDS are obligated against this AGREEMENT.
6. ADMINISTERING AGENCY certifies that neither ADMINISTERING AGENCY nor its
principals are suspended or debarred at the time of the execution of this AGREEMENT,
and ADMINISTERING AGENCY agrees that it will notify STATE immediately in the event
a suspension or a debarment occurs after the execution of this AGREEMENT.
7. ADMINISTERING AGENCY certifies, by execution of this AGREEMENT, that no person
or selling agency has been employed or retained to solicit or secure this AGREEMENT
upon an agreement or understanding for a commission, percentage, brokerage, or
contingent fee, excepting bona fide employees or bona fide established commercial or
selling agencies maintained by ADMINISTERING AGENCY for the purpose of securing
business. For breach or violation of this warranty, STATE has the right to annul this
AGREEMENT without liability, pay only for the value of the PROJECT work actually
performed, or in STATE's discretion, to deduct from the price of PROGRAM
SUPPLEMENT consideration, or otherwise recover, the full amount of such commission,
percentage, brokerage, or contingent fee.
Page 10 of 15
8. In accordance with Pu me Contract Code section 10296, MINISTERING AGENCY
hereby certifies under penalty of perjury that no more than one final unappealable
finding of contempt of court by a federal court has been issued against
ADMINISTERING AGENCY within the immediate preceding two (2) year period because
of ADMINISTERING AGENCY's failure to comply with an order of a federal court that
orders ADMINISTERING AGENCY to comply with an order of the National Labor
Relations Board.
9. ADMINISTERING AGENCY shall disclose any financial, business, or other relationship
with STATE that may have an impact upon the outcome of this AGREEMENT or any
individual PROJECT encompassed within a PROGRAM SUPPLEMENT. ADMINISTERING
AGENCY shall also list current contractors who may have a financial interest in the
outcome of a PROJECT undertaken pursuant to this AGREEMENT. These disclosures
shall be delivered to STATE in a form deemed acceptable by the STATE prior to
execution of this AGREEMENT.
10. ADMINISTERING AGENCY hereby certifies that it does not have, nor shall it acquire,
any financial or business interest that would conflict with the performance of any
PROJECT initiated under this AGREEMENT.
11. ADMINISTERING AGENCY certifies that this AGREEMENT was not obtained or
secured through rebates, kickbacks or other unlawful consideration either promised or
paid to any STATE employee. For breach or violation of this warranty, STATE shall have
the right, in its sole discretion, to terminate this AGREEMENT without liability, to pay
only for PROJECT work actually performed, or to deduct from a PROGRAM SUPPLEMENT
price or otherwise recover the full amount of such rebate, kickback, or other unlawful
consideration.
12. Any dispute concerning a question of fact arising under this AGREEMENT that is
not disposed of by agreement shall be decided by the STATE's Contract Manager, who
shall be identified to ADMINISTERING AGENCY at the time of execution of this
AGREEMENT and, as applicable , any time that Contract Manager changes during the
duration of this AGREEMENT who may consider any written or verbal evidence
submitted by ADMINISTERING AGENCY. The decision of the Contract Manager, issued
in writing, shall be conclusive and binding on the PARTIES on all questions of fact
considered and determined by the Contract Manager.
13. Neither the pendency of a dispute nor its consideration by the Contract Manager
will excuse the ADMINISTERING AGENCY from full and timely performance in
accordance with the terms of this AGREEMENT and each PROGRAM SUPPLEMENT.
14. Neither STATE nor any officer or employee thereof is responsible for any injury,
damage or liability occurring by reason of anything done or omitted to be done by
ADMINISTERING AGENCY under or in connection with any work, authority or
jurisdiction of ADMINISTERING AGENCY arising under this AGREEMENT. It is understood
and agreed that ADMINISTERING AGENCY shall fully defend, indemnify and save
harmless STATE and all of its officers and employees from all claims and suits or
actions of every name, kind and description brought forth under, including but not
limited to, tortious, contractual, inverse condemnation or other theories or assertions
of liability occurring by reason of anything done or omitted to be done by
ADMINISTERING AGENCY under this AGREEMENT.
15. Neither ADMINISTERING AGENCY nor any officer or employee thereof is responsible
for any injury, damage or liability occurring by reason of anything done or omitted to
be done by STATE, under or in connection with any work, authority or
Page 11 of 15
jurisdiction arising under tnis AGREEMENT. It is understooa aiid agreed that STATE
shall fully defend, indemnify and save harmless the ADMINISTERING AGENCY and all of
its officers and employees from all claims, suits or actions of every name, kind and
description brought forth under, including but not limited to, tortious, contractual,
inverse condemnation and other theories or assertions of liability occurring by reason
of anything done or omitted to be done by STATE under this AGREEMENT.
16. In the event of (a) ADMINISTERING AGENCY failing to timely proceed with effective
PROJECT work in accordance with the project-specific PROGRAM SUPPLEMENT; (b)
failing to maintain any applicable bonding requirements; and (c) otherwise materially
violating the terms and conditions of this AGREEMENT and/or any PROGRAM
SUPPLEMENT, STATE reserves the right to terminate funding for that PROJECT upon
thirty (30) days' written notice to ADMINISTERING AGENCY.
17. No termination notice shall become effective if, within thirty (30) days after receipt
of a Notice of Termination, ADMINISTERING AGENCY either cures the default involved
or, if the default is not reasonably susceptible of cure within said thirty (30) day period
the ADMINISTERING AGENCY proceeds thereafter to complete that cure in a manner
and time line acceptable to STATE.
18. Any such termination shall be accomplished by delivery to ADMINISTERING
AGENCY of a Notice of Termination, which notice shall become effective not less than
thirty (30) days after receipt, specifying the reason for the termination, the extent to
which funding of work under this AGREEMENT and the applicable PROGRAM
SUPPLEMENT is terminated and the date upon which such termination becomes
effective, if beyond thirty (30) days after receipt. During the period before the
effective termination date, ADMINISTERING AGENCY and STATE shall meet to attempt
to resolve any dispute. In the event of such termination, STATE may proceed with the
PROJECT work in a manner deemed proper by STATE. If STATE terminates funding for
PROJECT with ADMINISTERING AGENCY for the reasons stated in paragraph sixteen
16) of ARTICLE VI, STATE shall pay ADMINISTERING AGENCY the sum due
ADMINISTERING AGENCY under the PROGRAM SUPPLEMENT and/or STATE-approved
finance letter prior to termination, provided, however, ADMINISTERING AGENCY is not
in default of the terms and conditions of this AGREEMENT or the project-specific
PROGRAM SUPPLEMENT and that the cost of any PROJECT completion to STATE shall
first be deducted from any sum due ADMINISTERING AGENCY.
19. In the case of inconsistency or conflicts with the terms of this AGREEMENT and
that of a project-specific PROGRAM SUPPLEMENT and/or Cooperative Agreement, the
terms stated in that PROGRAM SUPPLEMENT and/or Cooperative Agreement shall
prevail over those in this AGREEMENT.
20. Without the written consent of STATE, this AGREEMENT is not assignable by
ADMINISTERING AGENCY either in whole or in part.
21. No alteration or variation of the terms of this AGREEMENT shall be valid unless
made in writing and signed by the PARTIES, and no oral understanding or agreement
not incorporated herein shall be binding on any of the PARTIES.
Page 12 of 15
IN WITNESS WHEREOF, the parties have executed this AGREEMENT by their duly
authorized officer.
STATE OF CALIFORNIA City of Orange
DEPARTMENT OF TRANSPORTATION
By Ferdinand A. Batatan By
at-1S )er a C.Gts ,
cL Chi ,/Office of Project Management i irccor 04- Pub JO S
Ov sight City of Orange
Di ision of Local Assistance
Representative Name & Title
Authorized Governing Body
Representative)
Date 01/08/2024 Date 17)101
APPROVED AS TO FORM
Ci‘CAC 141‘a
NATHALIE ADOURIAN
Senior Assistant City Attorney
City of Orange
Page 13 of 15
EXHIBIT A - FAIR EMPLO) VT PRACTICES ADDENDUM
1. In the performance of this Agreement, ADMINISTERING AGENCY will not discriminate
against any employee for employment on account of race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical condition,
genetic information, marital status, sex, gender, gender identity, gender expression,
age, sexual orientation, or military and veteran status. ADMINISTERING AGENCY will
take affirmative action to ensure that employees are treated during employment
without regard to their race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, genetic information, marital status, sex,
gender, gender identity, gender expression, age, sexual orientation, or military and
veteran status. Such action shall include, but not be limited to, the following:
employment; upgrading; demotion or transfer; recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compensation; and selection for
training, including apprenticeship. ADMINISTERING AGENCY shall post in conspicuous
places, available to employees for employment, notices to be provided by STATE
setting forth the provisions of this Fair Employment section.
2. ADMINISTERING AGENCY, its contractor(s) and all subcontractors shall comply with
the provisions of the Fair Employment and Housing Act (Gov. Code, 12900 et seq.),
and the applicable regulations promulgated thereunder (Cal. Code Regs., Title 2,
11000, et seq.). The applicable regulations of the Fair Employment and Housing
Commission implementing Government Code section 12900(a-f), set forth in Chapter 5
of Division 4 of Title 2 of the California Code of Regulations are incorporated into
this AGREEMENT by reference and made a part hereof as if set forth in full. Each of the
ADMINISTERING AGENCY'S contractors and all subcontractors shall give written notice
of their obligations under this clause to labor organizations with which they have a
collective bargaining or other agreements, as appropriate.
3. ADMINISTERING AGENCY shall include the nondiscrimination and compliance
provisions of this clause in all contracts and subcontracts to perform work under this
AGREEMENT.
4. ADMINISTERING AGENCY will permit access to the records of employment,
employment advertisements, application forms, and other pertinent data and records
by STATE, the State Fair Employment and Housing Commission, or any other agency
of the State of California designated by STATE, for the purposes of investigation to
ascertain compliance with the Fair Employment section of this Agreement.
5. Remedies for Willful Violation:
a) STATE may determine a willful violation of the Fair Employment provision to have
occurred upon receipt of a final judgment to that effect from a court in an action to
which ADMINISTERING AGENCY was a party, or upon receipt of a written notice from
the Fair Employment and Housing Commission that it has investigated and determined
that ADMINISTERING AGENCY has violated the Fair Employment Practices Act.
b) For willful violation of this Fair Employment Provision, STATE shall have the right to
terminate this Agreement either in whole or in part, and any loss or damage sustained
by STATE in securing the goods or services thereunder shall be borne and paid for by
ADMINISTERING AGENCY and by the surety under the performance bond, if any, and
STATE may deduct from any moneys due or thereafter may become due to
ADMINISTERING AGENCY, the difference between the price named in the Agreement
Page 14 of 15
and the actual cost thereor to STATE to cure ADMINISTERING ,.,ENCY's breach of this
Agreement.
Page 15 of 15
PROGRAM SUPPLEMENT NO. 00000A346 Adv. Project ID Date: November 07, 2023
to 1224000032 Location: 12-ORA-0-ORA
ADMINISTERING AGENCY-STATE AGREEMENT Project Number: HSIPSL-5073(097)
FOR STATE FUNDED PROJECTS NO 12-5073S21
E.A. Number:
Locode: 5073
This Program Supplement, effective9-28-2o2.1 hereby adopts and incorporates into the Administering Agency-State
Agreement No. 12-5073521 for State Funded Projects which was entered into between the ADMINISTERING AGENCY
and the STATE with an effective date of 1/8/2024and is subject to all the terms and conditions thereof. This PROGRAM
SUPPLEMENT is executed in accordance with Article I of the aforementioned Master Agreement under authority of
Resolution No. 11507 approved by the ADMINISTERING AGENCY on 12-12-2023 (See copy attached).
The ADMINISTERING AGENCY further stipulates that as a condition to the payment by the.State of any funds derived
from sources noted below encumbered to this project,Administering Agency accepts and will comply with the Special
Covenants and remarks set forth on the following pages.
PROJECT LOCATION: Existing crossing at Collins Avenue at California Street/Lynn Drive, Jordan Avenue at Esplanade
Street, and La Veta Avenue at Malena Drive.
TYPE OF WORK: Upgrade Signals -Replace existing beacons with Rectangular LENGTH: 0.0(MILES)
Rapid Flashing Beacons near schools.
Estimated Cost State Funds Matching Funds
STATE 18,900.00 LOCAL OTHER
21,000.00 2,100.00 0.00
CITY OF ORANGE STATE OF CALIFORNI
Departme of T nsp rtation
By 44e S/ By
Title •C P4ana,S3r f oIt Chie i ffice of Project Implementation
Date l Z lf z
I Divi on of Local Assistance
Attest Date 01/08/2024
I hereby certify upon my personal knowledge that budgeted funds are available for this encumbrance:
Accounting Officer Date 11/8/2023 18,900.00
APPROVED As To tA
CStpr.
Szhtor p65,9- + City P1'orY1R/
NctYktVG vourtar.
Program Supplement 12--507-A346-SERIAL Page 1 of 3
12-O RA-O-O RA
HSIPSL-5073(097)
SPECIAL COVENANTS OR REMARKS
1.A. This PROJECT has received STATE funds from Highway Safety Improvement Program
HSIP). The ADMINISTERING AGENCY agrees to administer the PROJECT in accordance
with the Highway Safety Improvement Program (HSIP) Guidelines, the Local Assistance
Procedures Manual (LAPM), the Local Assistance Program Guidelines (LAPG), and this
PROGRAM SUPPLEMENT.
B. The STATE funds for this PROJECT may be provided under one or more phases, which
are Preliminary Engineering (PE), Right-of-Way (R/W) and Construction (Con).
A phase-specific fund allocation is required, in addition to other requirements, before
reimbursable work can occur for the phase identified. Each allocation will be assigned an
effective date and identify the amount of funds allocated per phase. Unless otherwise
determined, the effective date of the phase-specific allocation will constitute the start of
reimbursable expenditures for the phase. The STATE funds available for reimbursement will
be limited to the amount allocated by the STATE for the phase.
C. At the time of the first fund allocation approval for the Project, this PROGRAM
SUPPLEMENT, a STATE-approved Allocation Letter and STATE Finance Letter are prepared
to allow reimbursement of eligible PROJECT expenditures for the phase allocated.
D. STATE and ADMINISTERING AGENCY agree that any additional fund allocations made
after the execution of this PROGRAM SUPPLEMENT, for the phase that has been authorized
in the first fund allocation approval or for a new phase, will be encumbered on this PROJECT
by use of a STATE-approved Allocation Letter and a STATE Finance Letter and are subject to
the terms and conditions thereof.
E. This PROJECT is subject to the delivery requirements enacted by the HSIP guidelines. The
delivery requirements may be accessed at: https://dot.ca.gov/programs/local-assistance/fed-
and-state-programs/highway-safety-improvement-program/delivery-requirements-status-
approved-projects.
F. Award information shall be submitted by the ADMINISTERING AGENCY to the District
Local Assistance Engineer immediately after project contract award and prior to the submittal
of the ADMINISTERING AGENCY'S first invoice for the construction contract. Failure to do so
will cause a delay in the State processing of invoices for the construction phase.
G. The ADMINISTERING AGENCY shall invoice STATE for PE, R/W and CON costs no later
than 180 days after the end of expenditure the phase. For construction costs, the
ADMINISTERING AGENCY has 180 days after project completion or contract acceptance to
make the final payment to the contractor, prepare the final Report of Expenditures and final
invoice, and submit to STATE for verification and
Program Supplement 12--507-A346- SERIAL Page 2 of 3
12-O RA-O-ORA
HSIPSL-5073(097)
SPECIAL COVENANTS OR REMARKS
payment.
H. ADMINISTERING AGENCY agrees to submit the final report documents that collectively
constitute a "Report of Expenditures" within one hundred eighty (180) days of PROJECT
completion. Failure of ADMINISTERING AGENCY to submit a "Final Report of Expenditures"
within 180 days of PROJECT completion will result in STATE imposing sanctions upon
ADMINISTERING AGENCY in accordance with the current LAPM provisions.
I. ADMINISTERING AGENCY agrees to comply with the requirements in 2 CFR Part 200,
Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal
Awards (applicable to Federal and State Funded Projects).
J. By executing this PROGRAM SUPPLEMENT, ADMINISTERING AGENCY agrees to
provide the STATE, upon request, with the information related to the PROJECT for the
purpose of project evaluation or other purposes.
K. The ADMINISTERING AGENCY shall construct the PROJECT in accordance with the
scope of work presented in the application and approved by the State. Any changes to the
approved PROJECT scope without the prior expressed approval of the State are ineligible for
reimbursement and may result in the entire PROJECT becoming ineligible for reimbursement.
Program Supplement 12--507-A346-SERIAL Page 3 of 3