2021/01/05 CalTrans Cooperative agreement I215 widening project
Agreement 08-1729
Project No. 0815000023
EA 1F700
08-RIV-215-R20.3/21.3
i
COOPERATIVE AGREEMENT COVER SHEET
Work Description
ON INTERSTATE 215 IN THE CITY OF MENIFEE, RECONSTRUCT AND WIDEN MCCALL
BOULEVARD, WIDEN THE NORTHBOUND AND SOUTHBOUND ON-RAMPS TO TWO
LANES, AND ADD RAMP METERING; AN ADDITIONAL TURN LANE WILL BE ADDED
AT THE NORTHBOUND AND SOUTHBOUND OFF-RAMPS
Contact Information
CALTRANS
Martha Santana, Sr. T.E.
464 West 4th Street
San Bernardino, CA 92401
Office Phone: 909-383-4971
Mobile Phone: (909) 665-3483
CITY OF MENIFEE
Carlos E. Geronimo, Principal Engineer
29844 Haun Road
Menifee, CA 92586
Office Phone: 951-723-3722
Email: CGeronimo@CityofMenifee.us
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COOPERATIVE AGREEMENT
This AGREEMENT, effective on _______________________________, is between the State of
California, acting through its Department of Transportation, referred to as CALTRANS, and:
City of Menifee, a body politic and municipal corporation or chartered city of the State of
California, referred to hereinafter as CITY.
An individual signatory agency in this AGREEMENT is referred to as a PARTY. Collectively, the
signatory agencies in this AGREEMENT are referred to as PARTIES.
RECITALS
1. PARTIES are authorized to enter into a cooperative agreement for improvements to the State
Highway System per the California Streets and Highways Code, Sections 114 and 130.
2. For the purpose of this AGREEMENT, On Interstate 215 in the city of Menifee, reconstruct
and widen McCall Boulevard, widen the northbound and southbound on-ramps to two lanes,
and add ramp metering; an additional turn lane will be added at the northbound and
southbound off-ramps will be referred to hereinafter as PROJECT. The PROJECT scope of
work is defined in the project initiation and approval documents (e.g. Project Study Report,
Permit Engineering Evaluation Report, or Project Report).
3. All obligations and responsibilities assigned in this AGREEMENT to complete the following
PROJECT COMPONENTS will be referred to hereinafter as WORK:
• PROJECT APPROVAL AND ENVIRONMENTAL DOCUMENT (PA&ED)
• PLANS, SPECIFICATIONS, AND ESTIMATE (PS&E)
• RIGHT-OF-WAY
Each PROJECT COMPONENT is defined in the CALTRANS Workplan Standards Guide as a
distinct group of activities/products in the project planning and development process.
January 5, 2021
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4. The term AGREEMENT, as used herein, includes this document and any attachments,
exhibits, and amendments.
This AGREEMENT is separate from and does not modify or replace any other cooperative
agreement or memorandum of understanding between the PARTIES regarding the PROJECT.
PARTIES intend this AGREEMENT to be their final expression that supersedes any oral
understanding or writings pertaining to the WORK. The requirements of this AGREEMENT
will preside over any conflicting requirements in any documents that are made an express part
of this AGREEMENT.
If any provisions in this AGREEMENT are found by a court of competent jurisdiction to be, or
are in fact, illegal, inoperative, or unenforceable, those provisions do not render any or all other
AGREEMENT provisions invalid, inoperative, or unenforceable, and those provisions will be
automatically severed from this AGREEMENT.
Except as otherwise provided in the AGREEMENT, PARTIES will execute a written
amendment if there are any changes to the terms of this AGREEMENT.
PARTIES agree to sign a CLOSURE STATEMENT to terminate this AGREEMENT.
However, all indemnification, document retention, audit, claims, environmental commitment,
legal challenge, maintenance and ownership articles will remain in effect until terminated or
modified in writing by mutual agreement or expire by the statute of limitations.
5. The following work associated with this PROJECT has been completed or is in progress:
• CITY completed the Project Initiation Document on January 23, 2017 (Cooperative
Agreement No. 1594).
6. In this AGREEMENT capitalized words represent defined terms, initialisms, or acronyms.
7. PARTIES hereby set forth the terms, covenants, and conditions of this AGREEMENT.
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RESPONSIBILITIES
Sponsorship
8. A SPONSOR is responsible for establishing the scope of the PROJECT and securing the
financial resources to fund the WORK. A SPONSOR is responsible for securing additional
funds when necessary or implementing PROJECT changes to ensure the WORK can be
completed with the funds obligated in this AGREEMENT.
PROJECT changes, as described in the CALTRANS Project Development Procedures Manual,
will be approved by CALTRANS as the owner/operator of the State Highway System.
9. CITY is the SPONSOR for the WORK in this AGREEMENT.
Implementing Agency
10. The IMPLEMENTING AGENCY is the PARTY responsible for managing the scope, cost,
schedule, and quality of the work activities and products of a PROJECT COMPONENT.
• CITY is the Project Approval and Environmental Document (PA&ED)
IMPLEMENTING AGENCY.
PA&ED includes the completion of the Final Environmental Document and the Project
Report (documenting the project alternative selection).
• CITY is the Plans, Specifications, and Estimate (PS&E) IMPLEMENTING AGENCY.
PS&E includes the development of the plans, specifications, and estimate; obtaining any
resource agency permits; and the advertisement/award of the construction contract.
• CITY is the RIGHT OF WAY IMPLEMENTING AGENCY
RIGHT OF WAY includes coordination with utility owners for the protection, removal,
or relocation of utilities; the acquisition of right-of-way interests; and post-construction
work such as right-of-way monumentation/recordation, relinquishments/vacations, and
excess land transactions. The RIGHT OF WAY component budget identifies the cost of
the capital costs of right-of-way acquisition (RIGHT-OF-WAY CAPITAL) and the cost
of the staff work in support of the acquisition (RIGHT-OF-WAY SUPPORT).
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11. The IMPLEMENTING AGENCY for a PROJECT COMPONENT will provide a Quality
Management Plan (QMP) for the WORK in that component. The QMP describes the
IMPLEMENTING AGENCY’s quality policy and how it will be used. The QMP will include
a process for resolving disputes between the PARTIES at the team level. The QMP is subject
to CALTRANS review and approval.
12. Any PARTY responsible for completing WORK will make its personnel and consultants that
prepare WORK available to help resolve WORK-related problems and changes for the entire
duration of the PROJECT including PROJECT work that may occur under separate
agreements.
Funding
13. The WORK does not use funds administered by CALTRANS. PARTIES will amend this
AGREEMENT should this condition change.
14. Each PARTY is responsible for the costs they incur in performing the WORK unless otherwise
stated in this AGREEMENT.
CALTRANS’ Quality Management
15. CALTRANS, as the owner/operator of the State Highway System (SHS), will perform quality
management work including Quality Management Assessment (QMA), environmental
document quality control, and owner/operator approvals for the portions of WORK within the
existing and proposed SHS right-of-way.
16. CALTRANS’ Quality Management Assessment (QMA) efforts are to ensure that CITY's
quality assurance results in WORK that is in accordance with the applicable standards and the
PROJECT’s quality management plan (QMP). QMA does not include any efforts necessary to
develop or deliver WORK or any validation by verifying or rechecking WORK.
When CALTRANS performs QMA, it does so for its own benefit. No one can assign liability
to CALTRANS due to its QMA.
17. CALTRANS, as the owner/operator of the State Highway System, will approve WORK
products in accordance with CALTRANS policies and guidance and as indicated in this
AGREEMENT.
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18. Per National Environmental Policy Act (NEPA) assignment and California Environmental
Quality Act (CEQA) statutes, CALTRANS will perform environmental document quality
control and NEPA assignment review procedures for environmental documentation.
CALTRANS quality control and quality assurance procedures for all environmental documents
are described in the NEPA Assignments memorandums, available at
https://dot.ca.gov/programs/environmental-analysis/standard-environmental-reference-
ser/policy-memos#LinkTarget_705. This also includes the independent judgement analysis
and determination under CEQA that the environmental documentation meets CEQA
requirements.
19. CITY will provide WORK-related products and supporting documentation upon CALTRANS’
request for the purpose of CALTRANS’ quality management work.
20. CITY, including any employee, agent, consultant or sub-consultant retained by the CITY, shall
implement uniform document control policies necessary to retain all records and electronically
stored information associated with the WORK, including but not limited to those records
identified in California Public Resources Code, Section 21167.6, and including email and
attachments, in a manner consistent with the CALTRANS Uniform Filing System and the
“Final Caltrans Environmental Records Retention Policy”, available at https://dot.ca.gov/-
/media/dot-media/programs/environmental-analysis/documents/nepa-recordretention-policy-
final-a11y.pdf. These records, along with an index of the records, shall be provided to
CALTRANS within 60 days of CALTRANS’ written request.
21. The cost of CALTRANS’ quality management work is to be borne by CALTRANS.
CEQA/NEPA Lead Agency
22. CALTRANS is the CEQA Lead Agency for the PROJECT.
23. CALTRANS is the NEPA Lead Agency for the PROJECT.
Environmental Permits, Approvals and Agreements
24. CITY will comply with the commitments and conditions set forth in the environmental
documentation, environmental permits, approvals, and applicable agreements as those
commitments and conditions apply to CITY's responsibilities in this AGREEMENT.
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25. Unless otherwise assigned in this AGREEMENT, the IMPLEMENTING AGENCY for a
PROJECT COMPONENT is responsible for all PROJECT COMPONENT WORK associated
with coordinating, obtaining, implementing, renewing, and amending the PROJECT permits,
agreements, and approvals whether they are identified in the planned project scope of work or
become necessary in the course of completing the PROJECT.
26. It is expected that the PROJECT will not require environmental permits/approvals.
Project Approval and Environmental Document (PA&ED)
27. As the PA&ED IMPLEMENTING AGENCY, CITY is responsible for all PA&ED WORK
except those activities and responsibilities that are assigned to another PARTY and those
activities that are excluded under this AGREEMENT.
28. CALTRANS will be responsible for completing the following PA&ED activities:
CALTRANS Work Breakdown Structure Identifier (If Applicable)
100.10.10.xx Quality Management
29. Any PARTY preparing environmental documentation, including studies and reports, will
ensure that qualified personnel remain available to help resolve environmental issues and
perform any necessary work to ensure that the PROJECT remains in environmental
compliance.
30. CITY will provide written notice of the initiation of environmental studies to the CEQA and
NEPA Lead Agencies prior to completing any other PA&ED phase work.
California Environmental Quality Act (CEQA)
31. Environmental documentation will be prepared in compliance with the California Public
Resources Code §§ 21080.3.1(d)(e). CALTRANS will provide, and CITY will use, a letter
template and a list of California Native American tribes requesting notification. CITY will
prepare consultation documentation for CALTRANS’ signature and transmittal in compliance
with the statutorily required time frames.
32. The CEQA Lead Agency will determine the type of CEQA documentation and will cause that
documentation to be prepared in accordance with CEQA requirements.
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33. Any PARTY involved in the preparation of CEQA documentation will prepare the
documentation to meet CEQA requirements and follow the CEQA Lead Agency’s standards
that apply to the CEQA process.
34. Any PARTY preparing any portion of the CEQA 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 of development prior to public availability.
35. CITY will submit CEQA-related public notices to CALTRANS for review, comment, and
approval prior to publication and circulation.
36. CITY will submit all CEQA-related public meeting materials to the CEQA Lead Agency for
review, comment, and approval at least ten (10) working days prior to the public meeting date.
If the CEQA Lead Agency makes any changes to the materials, then the CEQA Lead Agency
will allow CITY to review, comment, and concur on those changes at least three (3) working
days prior to the public meeting date.
37. The CEQA Lead Agency will attend all CEQA-related public meetings.
38. If a PARTY who is not the CEQA Lead Agency holds a public meeting about the PROJECT,
that PARTY must clearly state its role in the PROJECT and the identity of the CEQA Lead
Agency on all meeting publications. All meeting publications must also inform the attendees
that public comments collected at the meetings are not part of the CEQA public review
process.
That PARTY will submit all meeting advertisements, agendas, exhibits, handouts, and
materials to the CEQA Lead Agency for review, comment, and approval at least ten (10)
working days prior to publication or use. If that PARTY makes any changes to the materials, it
will allow the CEQA Lead Agency to review, comment on, and approve those changes at least
three (3) working days prior to the public meeting date.
The CEQA Lead Agency maintains final editorial control with respect to text or graphics that
could lead to public confusion over CEQA-related roles and responsibilities.
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National Environmental Policy Act (NEPA)
39. Pursuant to Chapter 3 of Title 23, United States Code (23 U.S.C. 326) and 23 U.S.C. 327,
CALTRANS is the NEPA Lead Agency for the PROJECT. CALTRANS is responsible for
NEPA compliance, will determine the type of NEPA documentation, and will cause that
documentation to be prepared in accordance with NEPA requirements.
CALTRANS, as the NEPA Lead Agency for PROJECT, will review, comment, and approve
all environmental documentation (including, but not limited to, studies, reports, public notices,
and public meeting materials, determinations, administrative drafts, and final environmental
documents) at appropriate stages of development prior to approval and public availability.
When required as NEPA Lead Agency, CALTRANS will conduct consultation and
coordination and obtain, renew, or amend approvals pursuant to the Federal Endangered
Species Act, and Essential Fish Habitat.
When required as NEPA Lead Agency, CALTRANS will conduct consultation and
coordination approvals pursuant to Section 106 of the National Historic Preservation Act.
40. Any PARTY involved in the preparation of NEPA documentation will follow FHWA and
CALTRANS standards that apply to the NEPA process including, but not limited to, the
guidance provided in the FHWA Environmental Guidebook (available at
http://environment.fhwa.dot.gov/index.asp) and the CALTRANS Standard Environmental
Reference.
41. Any PARTY preparing any portion of the NEPA documentation (including, but not limited to,
studies, reports, public notices, and public meeting materials, determinations, administrative
drafts, and final environmental documents) will submit that portion of the documentation to
CALTRANS for CALTRANS’ review, comment, and approval prior to public availability.
42. CITY will prepare, publicize, and circulate all NEPA-related public notices, except Federal
Register notices. CITY will submit all notices to CALTRANS for CALTRANS’ review,
comment, and approval prior to publication and circulation.
CALTRANS will work with the appropriate federal agency to publish notices in the Federal
Register.
43. The NEPA Lead Agency will attend all NEPA-related public meetings.
44. CITY will submit all NEPA-related public meeting materials to CALTRANS for CALTRANS’
review, comment, and approval at least ten (10) working days prior to the public meeting date.
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45. If a PARTY who is not the NEPA Lead Agency holds a public meeting about the PROJECT,
that PARTY must clearly state its role in the PROJECT and the identity of the NEPA Lead
Agency on all meeting publications. All meeting publications must also inform the attendees
that public comments collected at the meetings are not part of the NEPA public review process.
That PARTY will submit all meeting advertisements, agendas, exhibits, handouts, and
materials to the NEPA Lead Agency for review, comment, and approval at least ten (10)
working days prior to publication or use. If that PARTY makes any changes to the materials, it
will allow the NEPA Lead Agency to review, comment on, and approve those changes at least
three (3) working days prior to the public meeting date.
The NEPA Lead Agency has final approval authority with respect to text or graphics that could
lead to public confusion over NEPA-related roles and responsibilities.
46. CITY will ensure that the PROJECT is included in the approved Federal Statewide
Transportation Improvement Program (FSTIP) prior to the NEPA Lead Agency’s approval of
the environmental document.
Plans, Specifications, and Estimate (PS&E)
47. As the PS&E IMPLEMENTING AGENCY, CITY is responsible for all PS&E WORK except
those activities and responsibilities that are assigned to another PARTY and those activities
that are excluded under this AGREEMENT.
48. CALTRANS will be responsible for completing the following PS&E activities:
CALTRANS Work Breakdown Structure Identifier (If Applicable)
100.15.10.xx Quality Management
49. CITY will prepare Utility Conflict Maps identifying the accommodation, protection,
relocation, or removal of any existing utility facilities that conflict with construction of the
PROJECT or that violate CALTRANS’ encroachment policy.
CITY will provide CALTRANS a copy of Utility Conflict Maps for CALTRANS' concurrence
prior to issuing the Notices to Owner and executing the utility agreement. All utility conflicts
will be addressed in the PROJECT plans, specifications, and estimate.
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50. CITY will determine the cost to positively identify and locate, accommodate, protect, relocate,
or remove any utility facilities whether inside or outside the State Highway System right-of-
way in accordance with federal and California laws and regulations, and CALTRANS’
policies, procedures, standards, practices, and applicable agreements including but not limited
to Freeway Master Contracts.
51. CALTRANS will not issue the Acceptance of Final Plans, Specifications, and Estimate to
CITY until the following conditions are met:
• Any new or amended Maintenance Agreement required for the WORK are executed.
• Any new or amended Freeway Agreement required for the WORK are executed.
RIGHT-OF-WAY
52. As the RIGHT-OF-WAY IMPLEMENTING AGENCY, CITY is responsible for all RIGHT-
OF-WAY WORK except those activities and responsibilities that are assigned to another
PARTY and those activities that are excluded under this AGREEMENT.
53. CALTRANS will be responsible for completing the following RIGHT-OF-WAY activities:
CALTRANS Work Breakdown Structure Identifier (If Applicable)
100.25.10.xx Quality Management
54. The selection of personnel performing RIGHT-OF-WAY WORK will be in accordance with
federal and California laws and regulations, and CALTRANS’ policies, procedures, standards,
practices, and applicable agreements.
55. CITY will make all necessary arrangements with utility owners for the timely accommodation,
protection, relocation, or removal of any existing utility facilities that conflict with construction
of the PROJECT or that violate CALTRANS’ encroachment policy.
56. CITY will provide CALTRANS a copy of conflict maps, relocation plans, proposed notices to
owner, reports of investigation, and utility agreements (if applicable) for CALTRANS'
concurrence prior to issuing the notices to owner and executing the utility agreement. All
utility conflicts will be fully addressed prior to Right-of-Way Certification and all
arrangements for the protection, relocation, or removal of all conflicting facilities will be
completed prior to construction contract award and included in the PROJECT plans,
specifications, and estimate.
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57. CITY will provide a land surveyor licensed in the State of California to be responsible for
surveying and right-of-way engineering. All survey and right-of-way engineering documents
will bear the professional seal, certificate number, registration classification, expiration date of
certificate, and signature of the responsible surveyor.
58. Acquisition of right-of-way will not occur prior to the approval of the environmental document
without written approval from the CEQA Lead Agency.
59. CITY will hear and adopt Resolutions of Necessity when authorized to do so by law or will
work with local agencies having jurisdiction and authorized under the law to hear and adopt
Resolutions of Necessity.
CITY will conduct and document Condemnation Evaluation and Condemnation Panel Review
meetings as required in accordance with CALTRANS policy and guidance. CALTRANS will
be notified in advance of any Condemnation Panel Review meetings.
60. If CITY acquires any right-of-way to be incorporated into the State Highway System, CITY
will first acquire in its own name.
No right-of-way will be acquired in CALTRANS' name.
Title to the State Highway System right-of-way will ultimately be vested in the State.
CALTRANS’ acceptance of title will occur after the Right-of-Way Closeout activities are
complete.
61. CITY will utilize a public agency currently qualified by CALTRANS or a properly licensed
consultant for all RIGHT-OF-WAY activities. A qualified right-of-way agent will administer
all right-of-way consultant contracts.
CITY will submit a draft Right-of-Way Certification to CALTRANS six weeks prior to the
scheduled Right-of-Way Certification milestone date for review.
CITY will submit a final Right-of-Way Certification to CALTRANS for approval prior to the
advertising the construction contract.
62. Physical and legal possession of the right-of-way must be completed prior to advertising the
construction contract, unless PARTIES mutually agree to other arrangements in writing.
63. CALTRANS’ acceptance of right-of-way title is subject to review of an Updated Preliminary
Title Report provided by CITY verifying that the title is free of all encumbrances and liens.
Upon acceptance, CITY will provide CALTRANS with a Policy of Title Insurance in
CALTRANS’ name.
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64. Right-of-way conveyances must be completed prior to WORK completion unless PARTIES
mutually agree to other arrangements in writing.
Schedule
65. PARTIES will manage the WORK schedule to ensure the timely use of obligated funds and to
ensure compliance with any environmental permits, right-of-way agreements, construction
contracts, and any other commitments. PARTIES will communicate schedule risks or changes
as soon as they are identified and will actively manage and mitigate schedule risks.
Additional Provisions
Standards
66. PARTIES will perform all WORK in accordance with federal and California laws, regulations,
and standards; Federal Highway Administration (FHWA) standards; and CALTRANS
standards. CALTRANS standards include, but are not limited to, the guidance provided in the:
• CADD User’s Manual
• CALTRANS policies and directives
• Plans Preparation Manual
• Project Development Procedures Manual (PDPM)
• Workplan Standards Guide
• Standard Environmental Reference
• Highway Design Manual
• Right of Way Manual
Qualifications
67. Each PARTY will ensure that personnel participating in WORK are appropriately qualified or
licensed to perform the tasks assigned to them.
Consultant Selection
68. CITY will invite CALTRANS to participate in the selection of any consultants that participate
in the WORK.
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Encroachment Permits
69. CALTRANS will issue, upon proper application, the encroachment permits required for
WORK within State Highway System (SHS) right-of-way. CITY, their contractors,
consultants, agents and utility owners will not work within the SHS right-of-way without an
encroachment permit issued in their name. CALTRANS will provide encroachment permits to
CITY, their contractors, consultants, and agents at no cost. CALTRANS will provide
encroachment permits to utility owners at no cost. If the encroachment permit and this
AGREEMENT conflict, the requirements of this AGREEMENT will prevail.
70. The IMPLEMENTING AGENCY for a PROJECT COMPONENT will coordinate, prepare,
obtain, implement, renew, and amend any encroachment permits needed to complete the
WORK.
Protected Resources
71. If any PARTY discovers unanticipated cultural, archaeological, paleontological, or other
protected resources during WORK, all WORK in that area will stop and that PARTY will
notify all PARTIES within 24 hours of discovery. WORK may only resume after a qualified
professional has evaluated the nature and significance of the discovery and CALTRANS
approves a plan for its removal or protection.
Disclosures
72. PARTIES will hold all administrative drafts and administrative final reports, studies, materials,
and documentation relied upon, produced, created, or utilized for the WORK in confidence to
the extent permitted by law and where applicable, the provisions of California Government
Code, Section 6254.5(e) will protect the confidentiality of such documents in the event that
said documents are shared between PARTIES.
PARTIES will not distribute, release, or share said documents with anyone other than
employees, agents, and consultants who require access to complete the WORK without the
written consent of the PARTY authorized to release them, unless required or authorized to do
so by law.
73. If a PARTY receives a public records request pertaining to the WORK, that PARTY will
notify PARTIES within five (5) working days of receipt and make PARTIES aware of any
disclosed public records.
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Hazardous Materials
74. HM-1 is hazardous material (including, but not limited to, hazardous waste) that may require
removal and disposal pursuant to federal or state law, irrespective of whether it is disturbed by
the PROJECT or not.
HM-2 is hazardous material (including, but not limited to, hazardous waste) that may require
removal and disposal pursuant to federal or state law only if disturbed by the PROJECT.
The management activities related to HM-1 and HM-2, including and without limitation, any
necessary manifest requirements and disposal facility designations are referred to herein as
HM-1 MANAGEMENT and HM-2 MANAGEMENT respectively.
75. If HM-1 or HM-2 is found the discovering PARTY will immediately notify all other
PARTIES.
76. CALTRANS, independent of the PROJECT, is responsible for any HM-1 found within the
existing State Highway System right-of-way. CALTRANS will undertake, or cause to be
undertaken, HM-1 MANAGEMENT with minimum impact to the PROJECT schedule.
CALTRANS, independent of the PROJECT will pay, or cause to be paid, the cost of HM-1
MANAGEMENT related to HM-1 found within the existing State Highway System right-of-
way.
77. CITY, independent of the PROJECT, is responsible for any HM-1 found within the PROJECT
limits and outside the existing State Highway System right-of-way. CITY will undertake, or
cause to be undertaken, HM-1 MANAGEMENT with minimum impact to the PROJECT
schedule.
CITY, independent of the PROJECT, will pay, or cause to be paid, the cost of HM-1
MANAGEMENT for HM-1 found within the PROJECT limits and outside of the existing State
Highway System right-of-way.
78. The CONSTRUCTION IMPLEMENTING AGENCY is responsible for HM‑2
MANAGEMENT within the PROJECT limits.
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CITY and CALTRANS will comply with the Soil Management Agreement for Aerially
Deposited Lead Contaminated Soils (Soil Management Agreement) executed between
CALTRANS and the California Department of Toxic Substances Control (DTSC). Under
Section 3.2 of the Soil Management Agreement, CALTRANS and CITY each retain joint and
severable liability for noncompliance with the provisions of the Soil Management Agreement.
CITY will assume all responsibilities assigned to CALTRANS in the Soil Management
Agreement during PROJECT COMPONENTS for which they are the IMPLEMENTING
AGENCY except for final placement and burial of soil within the State right-of-way, per
Section 4.5 of the Soil Management Agreement, which is subject to CALTRANS concurrence
and reporting to DTSC which will be performed by CALTRANS.
79. CALTRANS’ acquisition or acceptance of title to any property on which any HM-1 or HM-2 is
found will proceed in accordance with CALTRANS’ policy on such acquisition.
Claims
80. CITY may accept, reject, compromise, settle, or litigate claims of any consultants or
contractors hired to complete WORK without concurrence from the other PARTY.
81. PARTIES will confer on any claim that may affect the WORK or PARTIES’ liability or
responsibility under this AGREEMENT in order to retain resolution possibilities for potential
future claims. No PARTY will prejudice the rights of another PARTY until after PARTIES
confer on the claim.
82. If the WORK expends state or federal funds, each PARTY will comply with the Federal
Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal
Awards of 2 CFR, Part 200. PARTIES will ensure that any for-profit consultant hired to
participate in the WORK will comply with the requirements in 48 CFR, Chapter 1, Part 31.
When state or federal funds are expended on the WORK these principles and requirements
apply to all funding types included in this AGREEMENT.
83. If the WORK expends state or federal funds, each PARTY will undergo an annual audit in
accordance with the Single Audit Act in the Federal Uniform Administrative Requirements,
Cost Principles, and Audit Requirements for Federal Awards as defined in 2 CFR, Part 200.
84. When a PARTY reimburses a consultant for WORK with state or federal funds, the
procurement of the consultant and the consultant overhead costs will be in accordance with the
Local Assistance Procedures Manual, Chapter 10.
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Interruption of Work
85. If WORK stops for any reason, IMPLEMENTING AGENCY will place the PROJECT right-
of-way in a safe and operable condition acceptable to CALTRANS.
86. If WORK stops for any reason, each PARTY will continue with environmental commitments
included in the environmental documentation, permits, agreements, or approvals that are in
effect at the time that WORK stops, and will keep the PROJECT in environmental compliance
until WORK resumes.
Penalties, Judgements and Settlements
87. Any PARTY whose action or lack of action causes the levy of fines, interest, or penalties will
indemnify and hold all other PARTIES harmless per the terms of this AGREEMENT.
Project Files
88. CITY will furnish CALTRANS with the Project History Files related to the PROJECT
facilities on State Highway System within sixty (60) days following the completion of each
PROJECT COMPONENT. CITY will prepare the Project History File in accordance with the
Project Development Procedures Manual, Chapter 7. All material will be submitted neatly in a
three-ring binder and on a CD ROM in PDF format.
GENERAL CONDITIONS
89. All portions of this AGREEMENT, including the Recitals Section, are enforceable.
Venue
90. PARTIES understand that this AGREEMENT is in accordance with and governed by the
Constitution and laws of the State of California. This AGREEMENT will be enforceable in the
State of California. Any PARTY initiating legal action arising from this AGREEMENT will
file and maintain that legal action in the Superior Court of the county in which the
CALTRANS district office that is signatory to this AGREEMENT resides, or in the Superior
Court of the county in which the PROJECT is physically located.
Exemptions
91. All CALTRANS’ obligations under this AGREEMENT are subject to the appropriation of
resources by the Legislature, the State Budget Act authority, programming and allocation of
funds by the California Transportation Commission (CTC).
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Indemnification
92. Neither CALTRANS nor any of their officers and employees, are responsible for any injury,
damage, or liability occurring by reason of anything done or omitted to be done by CITY, its
contractors, sub-contractors, and/or its agents under or in connection with any work, authority,
or jurisdiction conferred upon CITY under this AGREEMENT. It is understood and agreed
that CITY, to the extent permitted by law, will defend, indemnify, and save harmless
CALTRANS and all of their officers and employees from all claims, suits, or actions of every
name, kind, and description brought forth under, but not limited to, tortious, contractual,
inverse condemnation, or other theories and assertions of liability occurring by reason of
anything done or omitted to be done by CITY, its contractors, sub-contractors, and/or its agents
under this AGREEMENT.
93. Neither CITY nor any of their officers and employees, are responsible for any injury, damage,
or liability occurring by reason of anything done or omitted to be done by CALTRANS, its
contractors, sub-contractors, and/or its agents under or in connection with any work, authority,
or jurisdiction conferred upon CALTRANS under this AGREEMENT. It is understood and
agreed that CALTRANS, to the extent permitted by law, will defend, indemnify, and save
harmless CITY and all of their officers and employees from all claims, suits, or actions of
every name, kind, and description brought forth under, but not limited to, tortious, contractual,
inverse condemnation, or other theories and assertions of liability occurring by reason of
anything done or omitted to be done by CALTRANS, its contractors, sub-contractors, and/or
its agents under this AGREEMENT.
Non-parties
94. PARTIES do not intend this AGREEMENT to create a third party beneficiary or define duties,
obligations, or rights for entities not signatory to this AGREEMENT. PARTIES do not intend
this AGREEMENT to affect their legal liability by imposing any standard of care for fulfilling
the WORK different from the standards imposed by law.
95. PARTIES will not assign or attempt to assign obligations to entities not signatory to this
AGREEMENT without an amendment to this AGREEMENT.
Ambiguity and Performance
96. Neither PARTY will interpret any ambiguity contained in this AGREEMENT against the other
PARTY. PARTIES waive the provisions of California Civil Code, Section 1654.
A waiver of a PARTY’s performance under this AGREEMENT will not constitute a
continuous waiver of any other provision.
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97. A delay or omission to exercise a right or power due to a default does not negate the use of that
right or power in the future when deemed necessary.
Defaults
98. If any PARTY defaults in its performance of the WORK, a non-defaulting PARTY will request
in writing that the default be remedied within thirty (30) calendar days. If the defaulting
PARTY fails to do so, the non-defaulting PARTY may initiate dispute resolution.
Dispute Resolution
99. PARTIES will first attempt to resolve AGREEMENT disputes at the PROJECT team level as
described in the Quality Management Plan. If they cannot resolve the dispute themselves, the
CALTRANS District Director and the Executive Officer of CITY will attempt to negotiate a
resolution. If PARTIES do not reach a resolution, PARTIES’ legal counsel will initiate
mediation. PARTIES agree to participate in mediation in good faith and will share equally in
its costs.
Neither the dispute nor the mediation process relieves PARTIES from full and timely
performance of the WORK in accordance with the terms of this AGREEMENT. However, if
any PARTY stops fulfilling its obligations, any other PARTY may seek equitable relief to
ensure that the WORK continues.
Except for equitable relief, no PARTY may file a civil complaint until after mediation, or
forty-five (45) calendar days after filing the written mediation request, whichever occurs first.
PARTIES will file any civil complaints in the Superior Court of the county in which the
CALTRANS District Office signatory to this AGREEMENT resides or in the Superior Court
of the county in which the PROJECT is physically located.
100. PARTIES maintain the ability to pursue alternative or additional dispute remedies if a
previously selected remedy does not achieve resolution.
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Prevailing Wage
101. When WORK falls within the Labor Code § 1720(a)(1) definition of "public works" in that it is
construction, alteration, demolition, installation, or repair; or maintenance work under Labor
Code § 1771, PARTIES will conform to the provisions of Labor Code §§ 1720-1815, and all
applicable provisions of California Code of Regulations, Title 8, Division 1, Chapter 8,
Subchapter 3, Articles 1-7. PARTIES will include prevailing wage requirements in contracts
for public work and require contractors to include the same prevailing wage requirements in all
subcontracts.
Work performed by a PARTY’s own employees is exempt from the Labor Code's Prevailing
Wage requirements.
If WORK is paid for, in whole or part, with federal funds and is of the type of work subject to
federal prevailing wage requirements, PARTIES will conform to the provisions of the Davis-
Bacon and Related Acts, 40 U.S.C. §§ 3141-3148.
When applicable, PARTIES will include federal prevailing wage requirements in contracts for
public works. WORK performed by a PARTY’s employees is exempt from federal prevailing
wage requirements.
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