HomeMy WebLinkAbout07. Apprv a Master Cooperative Agrmt w-LA Metro Transportation Auth - West Santa Ana Brand Transit Corr Proj1=111 IV.
APPROVED By
CITY MANAGER
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
I III -A 11 ri, 1:14
That the City Council:
1. Approve the attached Master Cooperative Agreement with the Los Angeles Metropolitan
Transportation Authority for the design, construction, operation and maintenance of a
portion of the West Santa Ana Branch Transit Corridor project.
t. Authorize the City Manager to execute the agreement, subject to approval by the Los
Angeles Metropolitan Transportation Authority Board at a later date.
The Los Angeles Metropolitan Transportation Authority (Metro) is preparing for the development
of a new light rail transit line, the West Santa Ana Branch (WSAB) Transit Corridor project. The
main goals of the WSAB Project are to: 1. Provide mobility improvements, 2. Support local and
regional land -use plans and policies, 3. Minimize environmental impacts, 4. Ensure cost
effectiveness and financial feasibility, and 5. Promote equity.
The 19-mile WSAB Transit Corridor project intends to connect southeast Los Angeles County to
downtown Los Angeles, serving the cities and communities of downtown Los Angeles,
unincorporated Florence -Graham, Vernon, Huntington Park, Bell, Cudahy, South Gate,
Downey, Paramount, Bellflower, Cerritos and Artesia. Additionally, in the City of Downey, a new
park and ride station will be developed, The Gardendale Station. The Station is located within
the Ports -owned, UPRR-operated San Pedro Subdivision right-of-way (ROW) which runs
through the southwestern corner of Downey. The future station presents an opportunity to
provide convenient access for future Los Angeles County employees traveling to the planned
Rancho Los Amigos South Campus which is being developed to accommodate approximately
4,000 jobs. Attached is the current project map along with the four Local Preferred Alternative
(LPA) options being considered by Metro.
1 off
MASTER COOPERATIVE AGREEMENT - METRO
SEPTEMBER 22, 2020
PAGE 2
travel demand corridor by providing relief to the limited transportation systems currently
available to these communities. In addition, the project is expected to provide a direct
connection to Metro's Green and Blue lines.
The WSAB is being partially funded by Measure M. Per Measure M and Metro's Long Range
Transportation Plan (LRTP) financial forecast, as amended, the project has a $4 billion (B)
(2015$) allocation of funding (comprised of Measure M and other local, state, and federal
sources). Measure M funding becomes available in two cycles:
• FY 2028 - $1 B
• FY 2041
The current project cost is estimated to be $6.5-$6.6 billion (in 2018$), contingent upon further
project design, coordination with freight railroad and the Ports on Right -of -Way (ROW), and
development of First/Last Mile plans and costs.
Measure M indicates that an early project delivery may be made possible with a Public -Private
Partnership (P3) delivery method. A P3 with a comprehensive delivery approach is being
pursued as part of a strategy for accelerating a significantly increased project scope by 2028 in
preparation of the 2028 Summer Olympics being held in Los Angeles.
Currently the WSAB Project is undergoing an Environmental Impact Statement
(EIS)/Environmental Impact Report (EIR) process to prepare the corridor for Light Rail Transit.
The following is the current WSAB Project Schedule:
Draft EIS/R Release:
LPA Selection:
First/Last Mile (FLM) Planning.
P3 RFQ:
Final EIR Certification:
Record of Decision (ROD):
P3 RFP:
Groundbreaking:
Early 2021
Mid 20221
Followino LPA Selection
Late 2021
Late 2021
Following Final EIR
2023
The construction of the WSAB Light Rail Project will require extensive review by the City. As
such, a Master Cooperative Agreement (MCA) is needed between Metro and Corridor cities on
how they will work together to deliver the WSAB Project before groundbreaking in 2023. The
MCA establishes the:
Process for cities to be paid for project -related work
Basis to start construction of enabling works, which will expedite project construction and
reduce construction risk
0 Process to provide review and approval of design documents
MASTER COOPERATIVE AGREEMENT - METRO
SEPTEMBER 22, 2020
PAGE 3
Additionally, areas of the MCA address construction activities including'.
Project description
• Scope, phases and schedule
• Roles and responsibilities
Contractual packages
• City facility rearrangements
• Betterments
• Reimbursements and credits
• Resolution of disputes
• Metro and P3 roles and responsibilities
• Definitions and interpretations
It is important to note that the MCA does not relieve Metro or its contractor from the
requirements of submitting all plans, documents, and reports for review and comment before
obtaining City approval prior to the start of any construction activity within the public right-of-
way. Under this MCA, the City agrees to waive all permit fees, however, all costs incurred by
City staff and its consultants for design review and permit coordination among others, would be
reimbursed by Metro through a work plan authorization process specified in the MCA.
Metro staff met with City staff in April 2020 to review the MCA and discuss City concerns. The
attached final MCA for the City Council's approval has been reviewed by the City Manager, City
Attorney, Community Development Director/Deputy City Manager, Public Works Director/City
Engineer, and the Assistant to the City Manager.
To ensure we keep the project timeline, cities are being asked to agree to the terms of the MCA
by October 2020 in order to provide the Metro Board enough time to approve and execute the
MCAs by December 2020.
Fiscal Responsibility
Efficiency & Adaptability
There is no financial impact associated with this action.
ATTACHMENTS
Attachment A — WSAB Project Map
Attachment B — Master Cooperative Agreement
SantaWest
Ana Branch Transit Corridor
Project _ Overview
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Final: /11/220
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Final: 09/11/2020
ARTICLE PAGE
ARTICLE 1. SCOPE AND DURATION ...... ~......... ..--........ ___.__~_____............ ..__~~.~_..-..~_1
ARTICLE 2. GENERAL OBLIGATIONS ..................................... ....... _~�-~-.~__,___._^____~.-_.°�
ARTICLE 3. DESIGN .....
_____,7
ARTICLE 4` CONSTRUCTION ................................................... .......
9
ARTICLE 5. BETTERMENTS .... ............ ''..............................
10
ARTCLE6i OPERATION AND MAINTENANCE ..... _................. *_*���_���_^��n+�.......
.._��;_^11
ARTICLE 7. REIMBURSEMENT AND CREDITS ....... ....... -~~_/_........ ......
.-_~.........
ARTICLE 8. INDEMNITY, WARRANTIES AND
14
ARTICLE 8. RESOLUTION OFDISPUTES ......... .............. ......... ___ ......
....... .,-,'_=~.15
ART|CLE1O. MISCELLANEOUS_ .......................... -...... =_~.�....... _=
....... ............ .... `........... 16
ARTICLE 11. DEFINITIONS AND INTERPRETATION .............. ......
................ _........ 1B
EXHIBIT 1-PROJECT DESCR|PTIOW_.......... ............... ......... ......... ......
_____-2B
EXHIBIT 2-PROJECT PHASES AND PROJECT SCHEDULE ...... .___-,_-"_.-._.........
...... _^3O
EXHIBIT 3-PROJECT SITE .......................................... -........... ____ _°,'
32
EXHIBIT 4-ROLES AND REGpONS|B|LOnEG_-°_.--.
33
EXHIBIT 5-DESIGN REQUIREMENTS .............................................. ...... ..........
........,_,~~___~37
EXM|BITO-LACMTA SUBMITTAL REVIEW PROCEDURE --_................ _~-...
38
EXHIBIT 7-CONSTRUCTION REQUIREMENTS ...... ........... ,......
,=_...... .�........... 41
EXHIBIT 8-INSPECTION AND ACCEPTANCE PROCEDURE ....
EXHIBIT S-OPERATION AND MAINTENANCE PRINCIPLES ...... -^"�`........... ..............
...... _v_~........... __..46
EXHIBIT 1O-FORMS -_......... __~_.__.^,°___....... ____ .......
._~._,,_,.~47
EXHIBIT 11-GOVERNMENTAL AND LENDER REQUIREMENTS .... _____,.......
....... ,,_�",�°x__.___.51
Final: 09/ 1/2O20
This Agreement is entered into by and between the City of Downey (the ^Chy^), and the Los Angeles County
Metropolitan Transportation Authority (^\ACII
RECITALS
(A) LACMTA proposes 0odevelop and open e new light rail transit line known aothe West Santa Ana Branch
Transit Corridor Project (as more fully defined in the ^VuSAB
Project"). As at the date of this Agreement, the VV8AB Project is undergoing an Environmental Impact
Statement(BS)/Envimnmmn1a| Impact Report (E|R) process.
(B) TheVV0AB Project will serve various cities and communities including the City and the City intends, by this
Agreement, to facilitate the development and implementation of the WSAB Project and in particular the City
Portion of the VVSAB Project.
(C) LACMTA and the City wish to enter into this Agreement in order to identify the rights and obligations between
them in connection with the development and implementation of the VVGAB Project.
In consideration of the mutual covenants of the Parties as set out below, the Parties hereby agree as follows:
ARTICLE 1. SCOPE AND DURATION
1.1 Scope ofAgreement
(a) The City has acknowledged the WSAB Project as a high priority public works project to provide
LACMTA with expedited review and approval procedures in connection with design, design reviews,
permitting, property acquisition, and other authority to be exercised by the City relating to the WSAB
Project and/or this Agreement.
0) acknowledge the intended scope, schedule and site for the WSAB Project as set out in
respectively; and
(0) define the applicable procedures, manage the interfaces and regulate the roles and
responsibilities and allocation of costs between LACMTA and the City, in respect of the design,
construction, operation and maintenance of the WSAB Project as it relates to the City Portion
and any Rearrangements.
(c) LACMTA may procure the design, construction, operation and maintenance of the WSAB Project,
including the City Portion, under multiple procurements and contract packages and may self -perform
parts of the design, construction, operation and maintenance of the WSAB Project, including the City
Portion. As at the date of this Agreement, LACMTA contemplates:
(i) procuring the performance of the Enabling Works by one or more LACMTA Contractors under
one or more contractual packages-,
(ii) procuring the P3 Project Scope by a LACMTA Contractor under a design, build, finance,
operate and maintain agreement-, and
(iii) retaining responsibility for performance by LACMTA or LACMTA Contractors of the LACMTA
Retained Scope.
Final: 89/ 1/2020
provided that nothing in this Agreement will create any contractual relationship between the City and
any LACIVITA Contractor and in accordance with
Ben0eLic ��g� nothing contained in this Agreement is intended or will be construed as creating or
conferring any rights, benefits or remedies upon, or creating any obligations of the City toward, any
LACMTAContnsctor.
(e) The City acknowledges and agrees that LACIVITA may change the contracting and procurement
strategy and plan for the WSAB Project, including the City Portion, described in Section f,
Qt,8gMAgIqM in its sole discretion. The City further acknowledges that as at the date of this
Agreement, the WSAB Project is in the Planning and Procurement Phase and LACMTA may elect:
(i) not to proceed with the WSAB Project-, or (ii) to amend the scope of the WSAB Project, each in its
sole discretion.
(f) LACIVITA shall promptly notify the City of any changes to its contracting and procurement strategy ot
to the scope of the WSAB Project that has or is reasonably likely to have an impact on the scope,
schedule or roles and responsibilities for the City Portion or the provisions and procedures set out
under this Agreement. The Parties shall use good faith efforts to agree any amendments or
supplements to this Agreement necessary to be made as a result of any such change notified by
LACIVITA to the City.
12 Duration cfAgreement
This Agreement (and all of the rights and obligations under this Agreement) will come into effect on the
The roles and responsibilities of the City and LACIVITA are set out in EXHIB4T 4 M616 an
(b) The City and LACMTA shall each designate an individual or individuals who will be authorized to
make decisions and bind the Parties on matters relating to this Agreement (the "City
Representative" and "LACMTA Representative", respectively). EXHIBIT 4 fndies and
Eg�QW7ML_g] provides initial designations. Either Party may change its designated representative
by providing five Business Days' prior Notice to the other Party.
(c) LACIVITA may establish Working Groups in relation to the WSAB Project or particular aspects of the
WSAB Project for the purposes of providing a non -binding forum for LACMTA, the LACIVITA
Contractors and other attendees to monitor the progress of the WSAB Project, to consider issues, or
potential issues, and to present, understand and discuss proposed solutions with respect to the
WSAB Project. On LACIVITA's written request, the City shall ensure the attendance ((in person or via
videoconference or teleconference) of the City Representative (or a delegate) at any Working Group
meeting held with respect to the City Portion during normal business hours and upon reasonable
notice, Any Working Group meeting attended by the City Representative (or a delegate) is
consultative and advisory only and nothing which occurs during any such Working Group meeting
and no information that is presented during any such Working Group meeting will:
affect the rights or obligations of either Party under this Agreement-,
(ii) entitle a Party to make any claim against the other;
80 relieve a Party from, or alter or affect, a Party's liabilities or responsibilities whether under this
Final: 09111/2020
m0 prejudice eparty's rights against the other Party whether under this Agreement orotherwise
according to Applicable Law-, or
2,2 Annual Work Plan
(a) LACMTA and the City will cooperate to develop an agreed Annual Work Plan for each LACMTA Fiscal
Year during the Term, in accordance with the following provisions:
this Agreement), LACIVITA shall provide the City with information with respect to anticipated
Work Orders, including a list of each item of work or scope of activities or services that
Year, and the estimated start and finish dates for the item of work or scope of activities ol
services that LACIVITA anticipates to request or require from the City;
V0 within 8Qdays after the ofthe required information from LACIVITApursuant 0o
the City shall submit epreliminary annual work plan to
L*cIVI|*for the next uACIVIT*Fiscal Year, which will include onestimate ofthe Costs under
the anticipated Work Orders for which the City shall require reimbursement;
(iii) promptly and in any event within ten Business Days after LACIVITA receives the preliminary
annual work plan from the City pursuant to Section 2 _J_J , the City and
LACMTA will meet to review the preliminary work plan and negotiate in good faith such issues
as are necessary in order to finalize and agree the annual work plan for the next LACIVITA
Fiscal Year; and
(iv) not later than April 5Oof the then current LACIVITA Fiscal Year, LACIVITA shall notify the City
ofthe agreed annual work plan for the next L8CIVITAFiscal Year (each such agreed annual
work plan, an"Annual Work P|an^).
Z3 Work Orders
(e) Ifthe City is required to perform work and/or provide support and/or services under the provisions of
this Agreement or LACIVITA requests that the City perform wmdh and/or provide support and/or
eem|o*u under the provisions of this Agreement, the City uha|l submit a Fnmn 00 to LACIVITA to
estimate the total effort and Costs for which the City shall require reimbursement with respect to that
scope ofwork.
'�b) 11pon LACIVITA's approval of a Form 60 submitted to it by the City with respect to a scope of wom
under Section 2.8fa Mrk OtLe�:i LACIVITA will issue a Work Order to the City for such scope of
(d) The City shall accept a Work Order issued in accordance with the provisions ofthis Agreement
promptly and without delay (and in any case within ten days of issuance by LACMTA) by counter-
signing the Work Order orotherwise by written acceptance by the City Repreoenbativa, followed by
commencement ofthe work under the Work Order.
Final: 09/ 1/2020
(e) The City shall not be authorized to do any work and shall not be paid, credited or reimbursed for costs
or expenses associated with any work performed in connection with a Rearrangement or the City
Portion or otherwise under the terms of this Agreement, that is not expressly authorized by a Work
Order.
(f) Except in the case of a change required due to an emergency (which notification may be given orally
before being confirmed inwriting within one Business Ooy), the City may submit proposed changes
to a VVurh Order in writing to LACIVITA for approval, such approval to not be unreasonably withheld
or delayed,
(g) LACIVITA may terminate any Work Order at any time at its sole discretion, provided that the City will
be entitled to reimbursement in accordance with this Agreement for Costs, if any, already incurred.
(h) The City shall promptly notify LACIVITAifatany time i1anticipates:
(i) exceeding 75% of the total estimated Costs under any Work Order within the next 60 days;
(ii) that the total Costs under any Work Order will be in excess of 10% greater than previously
estimated Costs; or
2.4 Project Schedule
(a) The City agrees to cooperate and coordinate with LACIVITA in accordance with the provisions of this
Agreement in order for LACIVITA to achieve the Project Schedule and to allocate sufficient staff and
other resources necessary to provide the level of service required to meet the scope of work and
work schedules, review periods and timelines identified in this Agreement and any Work Orders.
(b) If the City fails to carry out any work or obligations for which it is responsible under the provisions of
this Agreement and/or any Work Order in accordance with the work schedules, review periods and
timelines identified in this Agreement and the applicable Work Order then, to the extent such delay
directly causes: (i) LACIVITA to incur additional costs; or (ii) a delay to the WSAB Project, the City
must reimburse LACIVITA for all actual and documented costs and expenses incurred or arising out
of such delay. The City shall pay such costs to LACIVITA within 90 days of receiving an invoice from
LACIVITA, If the Parties agree, LACIVITA may deduct the amount due from the City to LACIVITA
pursuant to this 5 from payment(s) due to the City.
(c) Without limiting any other rights under this Section 2.4, if: Nthe City fails tocarry out any work for
which it is responsible under the provisions of this Agreement in accord a nce with the work schedules,
review periods and timelines identified in this Agreement and the applicable Work Order; or (ii)
LACIVITA reasonably determines that the City will be unable to timely complete such work, LACIVITA
may by Notice to the City suspend the affected element of the City's work and LACIVITA may perform
the remaining work, |fLACIVITAtakes overwork inaccordance with this 5ection 2ALc
1, the City shall
cooperate and assist LACIVITA in accordance with the provisions of this Agreement.
(d) To the extent a failure by LACIVITA to perform its work and obligations in accordance with the work
schedules, review periods and timelines identified in this Agreement and/or any Work Order results
in a delay to the performance of the City's work under a Work Order, the City will be entitled to an
equivalent extension to the affected deadline and any other relief expressly contemplated under the
terms of the applicable Work Order,
Final:M9/1i/2028
Z5 Permits
(ii) for those permits and fees set out in the Permit Notification, the City will not exercise or
otherwise attempt to assert permitting authority over, and will not require the payment of fees
or the posting of bonds for or insurance by LACIVITA or any LACIVITA Contractor for, any work
contemplated in the City Portion or otherwise under the provisions of this Agreement;
(iii) any processing procedures or timelines specified in the Permit Notification will be aligned with
the procedures and timelines specified in this Agreement and will otherwise be streamlined
as necessary to assist in the timely delivery of the City Portion in accordance with the Project
Schedule-, and
(iv) except for Cost reimbursement expressly provided under a Work Order, the City waives the
payment of any permit Costs for permits identified in the Permit Notification,
(c1 To the extent any conflicts exist or aheo between the provisions of the Permit Notification and the
provisions of this Agreement, the provisions of this Agreement shall govern.
(d) If requested by LACIVITA, the City will provide reasonable assistance to LACIVITA and the LACIVITA
Contractors in relation to any application by LACIVITA or a LACIVITA Contractor for a Governmental
Approval or other Governmental Entity or third party approval relating to or arising from, the design,
construction, operation or maintenance of the City Portion.
(e) Without prejudice to the generality of agrees that
unless otherwise agreed between LACMTA and the Cdy. L8CIVIT8 may prepan*, subject to
concurrence by the City (which concurrence may not be unreasonably delayed or withheld), plans
and applications for the establishment of street and pedestrian crossings with LACIVITA's rail transit
tracks, their subsequent maintenance or alteration and their operation, for submission to the CPUC.
To the extent required by Applicable Law, the state fire marshal and the City fine department shall
review such plans and specifications and perform inspections as needed throughout the Construction
ofthe City Portion.
2,6 Coordination of work
(a) The City will promptly notify LACIVITA upon becoming aware of any proposed or planned Adjacent
Work and will coordinate the design and performance of any Adjacent Work with LACMTA en that
such Adjacent Work shall not interfere with, disrupt ordelay the design, nonetruotion, operation or
maintenance ofthe City Portion including by:
(i) complying with the provisions of this Section 2,6 and LACIVIl7va standard procedures for
Adjacent Works;
(i i) delivering copies of all designs and plans for the Adjacent Work to LACIVITA and giving
LACMTA the right to review and comment on the designs and plans for the Adjacent Work
and to approve the final designs and plans for the Adjacent Work; and
(iii) if LACIVITA reasonably determines and notifies the City that the Adjacent Work will, in whole
or in part, interfere with, disrupt ordelay the design, uonotruction, operation or maintenance
of the City Portion, suspending the Adjacent Work or the relevant part of the Adjacent Work
Final: 09/11/2020
(b) The City will, and will ensure that any City Contractor or third party performing any Adjacent Work,
City Construction Work or City Maintenance Work is obligated under contract and/or a permit process
to:
•i.:• W - , a I
(A) attending interface definition and coordination meetings upon reasonable request;
and
(B) providing any other interface data reasonably requested by LACMTA or the relevant
LACMTA Contractor and necessary to complete interface coordination;
2,7 Franchise Rights
(a) After receipt of a written request from LACMTA for the City to exercise its franchise rights with respect
to a utility whose facilities conflict with the City Portion, the City will:
0) within ten days of •. • such written request, coordinate with LACMTA to send written
notice to the applicable utility owner instructing it to relocate or remove the conflicting utility
at that utility owner's expense pursuant to the City's franchise rights;
(ii) within the time periods required under the applicable local, state and/or federal government
codes, send all such notices as are required to be submitted for each of the processing steps
required by local, state, and federal government codes in order for the City to exercise its
franchise rights with respect to that conflicting utility (including, at a minimum, a utility claim
letter, record of investigations, draft utility agreements and/or utility certifications); and
(iii) undertake subsequent enforcement actions to enforce its franchise rights with respect to that
conflicting utility in the event no action is taken by the applicable utility owner in response to
a notice issued under Section 23(g)aM
(b) LACMTA and the City shall co-operate and coordinate in executing the necessary documents for
each • set out in •
(c) Following the exercise of the City's franchise rights with respect to a conflicting utility pursuant ta
Sectigh the City will coordinate the design and performance of the utility
relocation or removal work performed by the utility owner with LACMTA so that such utility relocation
or removal work shall not interfere with, disrupt or delay the design, construction, operation or
maintenance of the City Portion including by:
(i) delivering copies of all designs and plans for the utility relocation or removal work to LACMTA
and giving LACMTA the right to review and comment on the designs and plans for the utility
relocation or removal work and to approve the final designs and plans for the utility relocation
•. removal work-, and
Final: 09/11/2020
(ii) otherwise complying with aection 2.6 (Cbotd0ai6on otwoi*) with respect to the coordination
of the utility relocation or removal work,
(d) LACIVITA's approval of a utility owner's design under Sedon,2,ZLc]fijjFranchise RighfsI will not
relieve the relevant utility owner or its contractors from professional liability (errors and omissions) as
the design engineer of record for any utility relocation or removal work performed by the utility owner
or its contractors.
2.8 Governmental and Lender Requirements
•
I Mil IN -1 . I 1 0 0 1 Z I
a�d Leh4gt as mg��) and any additional prescribed governmental and lender jy6L
requirements set out in a Work Order or otherwise under the applicable grant, funding or financing
agreements notified to the City.
low -
sufficient riahts, if necessw, to allow LACMTA to roceed with investWation of existiw conditions and the
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or affect public health and safety,- and provided further, that the City is permitted under Applicable Law to
,.wrant such right. M
ARTICLE 3. DESIGN
3,1 Design Responsibilities
(a) Except to the extent of any Construction work requested to be performed by the City under
Sgction 3MW �(Qq��7 RqgMnj6t6�� LACMTA will (directly or through LACIVITA Contractors)
design all Rearrangements and produce all Design Documentation relevant to those works in
accordance with the provisions of this Agreement. LACMTA shall be responsible for any errors and
omissions in the Design Documentation prepared by LACIVITA or a LACIVITA Contractor.
(b) LACMTA may request and authorize the City to perform Design work and/or provide support services
with respect to the Design of a Rearrangement pursuant to the procedures set out under Section 2,3
The City shall diligently perform and shall ensure that any City Contractor diligently
performs, such Design -related activities in accordance with the provisions of the applicable Work
Order and this Agreement. The City shall be responsible for any errors and omissions in any Design
Documentation prepared by the City or a City Contractor,
3,2 Design Requirements
The Designs of the Rearrangements shall comply with the requirements set out in EXHIBIT LLQesiqn
Be qLim Meents
______I.
Final: 09M1/2020
(a) LACMTA will submit, and will require that the LACIVITA Contractors submit, the Designs for any
Rearrangements to the City for review in accordance with the procedures set out in EXHfBIT 6
tLACMIA Si)brnft1 R6�46W Pe6cgdure) and otherwise in accordance with the terms of this
Agreement and any applicable Work Orders.
'�b) The City will carry out the review and approval of the Designs for the Rearrangements in accordance
with the procedures and the review periods set out in EX14180 6, tLAC�" �Lu�mft ge,)o
E�mqe��) and otherwise in accordance with the terms of this Agreement and any applicable Work
(c) LACIVITA shall be exempt from submitting any Design for Construction work within the City Rights -of -
Way
(i) LACIVITA, a LACIVITA Contractor, or a tenant or licensee of LACIVITA owns and maintains the
structure urphysical element; ur
(ii) the work is related to utility trenching and shoring within OSHA guidelines and the relevant
LACIVITA Contractor is OSHA certified,
The Parties acknowledge and agree that:
(b) the Design Documentation for any Rearrangements will be submitted for review progressively in
Packages and:
(i) with respect to the Design for any Rearrangements that are part of the Enabling Works,
LACMTA and the applicable LACIVITA Contractor will retain responsibility for defining 6%z
scope and timing of delivery of the Packages at each stage of Design-, and
(ii) with respect to the Design for any Rearrangements that are part of the P3 Project Scope, &Y;
P3 Developer will have responsibility for defining the Packages as part of its design
management plan for the P3 Project Scope.
(a) The City agrees that it shall not adopt any new City Standards or otherwise amend or supplement
any existing City Standards, for the sole or primary purpose of affecting the WSAB Project.
(c) Any changes or additions to the City Standards applicable to a Rearrangement after the
eatab|ishmen1of1heBaoisofDeeignfor1hetReamangemen1ehaUbeconaideredo^Bettemnent"for
the purposes ofthis Agreement,
(e) If LACIVITA wishes to amend the Final Design for a Rearrangement for which it is responsible prior to
completion of Construction of that Rearrangement, it must submit the amended Design
Documentation 0othe City and will apply moifthe
Design Documentation iafor the Final Design,
Final: 08/ i/2020
(b) LACMTA may use or may allow the relevant LACIVITA Contractor to use, the amended Final Design
for Construction prior toapproval bythe City if and only if the amendment bothe Final Design is: (i)
minor; (|i)does not adversely impact the relevant Rearrangement; and (iii)ionecessary toovercome
an issue which has arisen or become evident since the Final Design was initially approved.
ARTICLE 4. CONSTRUCTION
4.1 Construction Responsibilities
(e) Except to the extent of any Construction work requested to be performed by the City under
LACIVITA(directly orthrough the LACMTAContractors)
will be responsible for the Construction of all Rearrangements and shall diligently perform and shall
ensure that any LACIVITA Contractor diligently performs, all such Construction in accordance with the
provisions ofthis Agreement.
(b) LACMTA may request and authorize the City to perform Construction work with respect to a
Rearrangement and/or provide Construction support services pursuant to the procedures set out
underThe City shall diligently perform and shall ensure that any City
Contractor diligently performs, all such Construction work and/or support services in accordance with
the provisions afthe applicable Work Order and this Agreement.
4,2 Construction Requirements
The Construction of the Rearrangements and any other Construction work performed inthe City Rights*
Way in connection with the WSAB Project shall comply with the requirements set out in EXHIBIT 7
43 Rights -of -Way
(a) Replacement rights -of -way for the relocation of Conflicting Facilities shall be determined during the
Design Phase and, if needed, may be acquired by LACIVI7A or the City following approval by the
Parties of the location and typo of such replacement rights -of -way. When reasonably possible and
where the City Facilities being replaced are located in a public right-of-way, a Rearrangement shall
belocated inexisting public hghts- f-*ay. The required rights'of-wayehaUbeaoquinedeoeenot10
impair the Project Schedule. |fthe City cannot acquire necessary private hghts-of-waywithout out-
of-pocket expense to itself, such private rights -of -way may be acquired by LACMTA. Upon
acceptance of the applicable Replacement Facility, the City shall convey or relinquish to LACIVITA or
its designee, ifpermitted byApplicable Law and agreement, otnmcost, all City real property interests
being taken out of service by the Rearrangement, and for which replacement real property interests
are provided.
(b) Upon reasonable request byLACMTA.the City shall provide all such reasonable assistance aomay
be required for LACIVITA to obtain the right-of-way necessary to construct the City Portion, Without
prejudice to the generality of the foregoing, the City shall consider requests by LACMTA to convey to
LACIVITA, at no cost to LACMTA, any street crossings, o|iverm, surface easements and temporary
construction easements that may be required for Construction and/or operation of the WSAB Project
without requiring LACIVITA to go through the appnaiaa|, negoUatinne, oMer, closing and transfer
process, LACMTAwi|| prepare or cause to be prepared, the d1|* documents and documents of
conveyance and oho|| transmit such documents tothe City Representative who akaU process them
through the required departments for execution and return them to LACMT8within 90 days after
receipt, but inany event inaccordance with the Project Schedule.
(c) The City agrees and acknowledges that this Agreement satisfies any LACIVITAobligations hothe City
and otherwise relating to the certification of rights -of -way, and that the City shall cooperate with
LACMTA, and assist LACMTA, with any right-of-way certification processes involving other entities
or agencies.
10
Final: 09/11/2020
(d) If, following a Rearrangement, a City Facility is located within the Project Right -of -Way, LACMTA
shall provide the City with a license, in a form reasonably acceptable to the City, to operate, maintain,
and/or remove such City Facility,
4.4 Inspection and Acceptance
I Lf MWES"I
Its ^Yluunfull accoroallut: HIM Lilt! PIUUUUI
AgLcUtUM Effigq!Lure).
ARTICLE 5. BETTERMENTS
5.1 The City shall inform LACIVITA what Betterments, if any, the City requests be implemented as a
Rearrangement or a part of a Rearrangement by submitting a completed Potential Notice of Betterment Form
for LACMTA's review and approval, In addition:
(a) any Design furnished by the City under a Work Order shall specifically identify any Betterments
included in such Design and where Betterments are identified, shall be accompanied by a completed
Potential Notice of Betterment Form and submitted for LACMTA's review and approval; and
(b) if a City comment to a LACIVITA Submittal constitutes a Betterment, LACIVITA will notify the City and
within 10 days of delivery of that notice, the City will: (i) withdraw the relevant comment; or (i) submit
a request for the applicable Betterment by submitting a completed Potential Notice of Betterment
Form for LACMTA's review and approval. If the City fails to respond within 10 days of a notice
delivered by LACIVITA under this the comment will • deemed to be withdrawn
provided that such deemed withdrawal shall be without prejudice to the City's right to submit the
Betterment under a subsequent Potential Notice of Betterment under this Section 51.
f2 Subject to ��!ign �JJW (@gttgLTent�), the City shall submit any Potential Notice of Betterment Forms to
LACMTA promptly after identifying a potential Betterment and in any event shall, unless otherwise agreed by
LACMTA, deliver all Potential Notice of Betterment Forms to LACIVITA prior to the establishment of the Basis
of Design for the P3 Project Scope.
53 No Betterment shall be constructed and LACMTA shall have the right to refuse and withhold approval for any
Betterment, that:
(b) cannot be performed within the constraints of Applicable Law, any applicable Governmental
Approvals, and/or the Project Schedule; or
I I - a 6 0 - - I-r-411-QUIL I i 1111IT1111114111%
0—
(b) the City will be responsible for the cost of the Betterment.
5,5 LACMTA shall not be responsible for the cost of any Betterment, Such cost will be paid to LACIVITA or
credited to LACIVITA in accordance with Section 7,2 (Rehnbartoment and �2� to LAiCM7A).
EM
Final: 09M112020
ARTICLE 6. OPERATION AND MAINTENANCE
6,1 LACMTA may, at any time during the original Term, issue to the City a request to extend the Term to include
the Operation and Maintenance Phase or to enter into a new master cooperative agreement with respect to
the Operation and Maintenance Phase,
O.2 Following iaauenma of request by LACMTA under the Parties
shall use good faith efforts to agree an amendment or supplement to this Agreement or to agree a new master
cooperative agreement to address the Parties respective obligations during the operation and maintenance
of the VVSAB Project and the procedures and cost reimbursement principles that uhe|| apply to the
coordination and performance of their respective obligations during the operation and maintenance of the
VVSABPn4ect,
5.3 The Parties agree that any amendment or supplement to this Agreement or any new agreement entered into
in accordance with ahn|| be on terms that are substantially
consistent with:
(a) the provisions set out in this Agreement (to the extent applicable and subject to any necessary
amendments 0ureflect the different phase ufthe VV8ABPn4uct);and
(b) the agreed operation and maintenance principles set out in
84 Any amendment, or supplement or new agreement agreed by the parties in accordance with Section 6.2
shall be finalized and documented in accordance with SectignJ0,7
J6MLi7dmentsJ,
ARTICLE 7. REIMBURSEMENT AND CREDITS
7.1 Reimbursements tothe City
(a) Except with respect to Betterments, LACIVITA will reimburse the City for Costs incurred for work
performed by the City or the City Contractors under a Work Order in accordance with this Section 7. 1
and the provisions of the applicable Work Order.
(b) If a Rearrangement performed under a Work Order is limited to the removal or elimination of a City
Facility, LACMTA will only be responsible for any Costs incurred in Abandoning such City Facility and
will not be required to replace or compensate the City for the replacement of that City Facility,
(c) LACMTA will not be responsible for any costs relating to the presence or existence of any
environmental hazard on, in, under or about any City Facility, including but not limited to, any
"hazardous substance" as that term is defined under the Comprehensive Environmental Response,
Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), unless LACIVITA or any LACIVITA
Contractor caused the environmental hazard through its actions.
(d) The City shall use the following procedures for submission of its billings to LACIVITA, on a progress
basis, for work performed by the City under a Work Order:
(i) the City shall commence its monthly billing within no more than 60 days, following the
commencement of work under a specific Work Order and shall bill monthly thereafter
following the City's standard billing procedures;
(o) the City shall provide supporting documents to demonstrate the Costs incurred by the City
with respect to a Work Order, including City Contractor invoices, and other data, to LACMTA
upon request;
HE
Final: 09/11/2020
(iii) each billing statement shall: (A) be noted as either "progress" or "final,"; (B) be addressed to
the LACMTA Representative; (C) include a certification that the Costs identified in such billing
were appropriate and necessary to the performance of the work under the Work Order and
have not previously been billed or paid-, and (D) reflect any applicable credits due to LA
under this Article 7;
(iv) the final billing, with a notation that all work covered by a given Work Order has been
performed, shall be submitted to LACMTA within 60 days after completion of the work under
the applicable Work Order, and shall summarize prior progress billings, show inclusive dates
upon which work was performed, and include a certification that the Costs identified in such
billing were appropriate and necessary to the performance of the work under the Work Order
and have not previously been billed or paid; and
(v) after the expiration of the 60 day period described in Section 7, t _ I I I I - faiv (H harwMents
the City), LACMTA may notify the City in writing that the 60 day closing billing period has
expired, and upon the City's receipt of such Notice from LACMTA, the City shall have 30 days
to submit its final invoice. If the City fails to submit an invoice within such 30 day period, then
LACMTA shall have no further obligation for payment to the City with regard to any amounts
due or payable under the applicable closed out Work Order,
(e) On completion of the Construction of the City Portion, LACMTA will issue a Notice of closeout to thz
City. Within 90 days of receiving such Notice, the City must issue invoices to LACMTA for aK
outstanding work. If the City fails to submit an invoice not previously submitted within such 90 day
period, then LACMTA shall have no further obligation for payment to the City with regard to any
amounts due or payable under the applicable invoice,
T2 Reimbursements and Credits to LAC TA
(a) LACMTA shall receive a credit, or payment for:
salvage for items recovered from existing City Facilities that the City intends to re -use in the
performance of Construction work performed under the provisions of this Agreement where
the amount of salvage credit or payment, if any, shall equal the depreciated value of like or
similar materials as determined by agreement of the Parties, plus storage and transportation
costs of such materials salvaged for the City's use;
(ii) Betterments upon acceptance of physical work where:
the Expired Service Life Value of each Conflicting Facility being replaced if the Replacement
Facility will have an expected period of useful service greater than the period that the existing
Conflicting Facility would have had, had it remained in service and the Rearrangement not
been made, where:
,A) the "Expired Service Life Value" shall be equal to the depreciated value of the
Conflicting Facility, which value is calculated by multiplying the cost of the
Replacement Facility by a fraction, the numerator of which is the age of the Conflicting
Facility and the denominator of which is the estimated overall service life of the
Conflicting Facility-, and
IMA
Final: 09/11/2020
(B) the Expired Service Life Value shall •ba .,• in accordance with
�$g!gion T2(a)(iii R6imbu mants and CM to LAC prior to the
commencement of the applicable Rearrangement work and documented in the
applicable Work Order.
(b) LACMTA shall receive:
0) a credit (reflected on the applicable invoice(s) submitted by the City) for salvage, Betterments,
and Expired Service Life Value of the City Facilities against work performed by the City, where
the City performs the work under a Work Order; and
payment from the City for salvage, costs of Betterments, and Expired Service Life Value of
the City Facilities where LACMTA performs the work invoiced and paid in accordance with
this Article 7.
(c) The sum of credits and/or payments due to LACMTA for salvage shall be agreed by the Parties based
on applicable books, records, documents and other data. In addition, LACMTA and the City may
conduct an inspection survey of a Conflicting Facility during the Design Development process,
LACMTA may request and authorize the City to perform support services with respect to any such
inspection survey pursuant to the procedures set out under Section2.3 04� Orders
(d) Where LACMTA is due a payment under this Anil e 7:
(i) LACMTA shall commence its monthly billing within no more than 60 days, following the
commencement • the applicable work and shall bill •, thereafter following LACMTA's
standard billing procedures;
(i i) LACMTA shall provide supporting •• to demonstrate the costs incurred by LACMTA,
including LACMTA Contractor invoices, and other data, to the City upon request;
(Iii) each billing statement shall: (A) be noted as either "progress" or "final"; (B) be addressed to
the City Representative; and (C) include a certification that the Costs identified in such billing
were appropriate and necessary to the performance of the applicable work and have not
previously •'' billed or paid, -
(iv) the final billing, with a notation that all applicable work has •__ performed, shall be submitted
to the City within 60 days after completion of the applicable work, and shall summarize prior
progress billings, show inclusive dates upon which work was performed, and include a
certification that the costs identified in such billing were appropriate and necessary to the
performance of the applicable • and have •. previously been billed • paid; and
M after the expiration of the 60 day period described in Sedbn 7,11 Jdffiv) f butt6mant§
Cratfits W LAMM the City may notify LACMTA in writing that the 60 day closing •ng
period has expired, and upon LACMTA's receipt of such Notice from the City, LACMTA shall
have 30 days to its submit final invoice, If LACMTA fails to submit an invoice within such 30
day period, then the City shall have no further obligation for payment to LACMTA with regard
• any amounts due or payable •' the applicable work.
73 Payment of Billings
Payment of each invoice properly submitted pursuant to 5ggt�a��MQIbLursen or 7.2
shall be due within 40 Business Days of receipt; provided that:
(a) all such payments shall be conditional, subject to post -audit adjustments; (b) final payment for a
,&LOML, 05 1[811 WAMITA I F.191 10VAM, 1421111[om 1111=1grgo IKE ism 11 mr, 111 [Plg Ili Kean] figm K,740 1 14w 11 a Ic I... 9 rMA MWFAII
lim
Final: 09/11/2020
the City has not posted such credits within 40 Business Days after submittal of requests for the same by
LACMTA.
(a) Each Party shall release, defend, indemnify, and hold harmless the other Party and its respective
officers, agents, representatives, and employees from and against all liabilities, expenses (including
legal fees and costs), claims, losses, suits, and actions of any kind, and for damages • any nature,
including but not limited to, bodily injury, death, personal injury, or property damage arising from or
connected with its performance under this Agreement.
(b) In contemplation of the provisions of Section 895,2 of the California Government Code imposing
certain tort liability jointly upon public entities solely by reason of such entities being parties :• an
agreement as defined by Section 895 • the Government Code, the Parties, as between themselves,
pursuant to Sections 895,4 and 895.6 of the Government Code, each assume the full liability imposed
on them, or any of their officers, agents or employees, by law for injury caused by negligent or
wrongful act or omission occurring in the performance of this Agreement to the same extent that such
Party would be responsible underSection 8.1(�)IMLefflndy)� The provisions of California Civil Code
Section 2778 are made a part of this a•:__ as if fully set • in this Agreement.
UUMMEZ=
(a) In lieu of providing a bond, LACIVITA warrants that any work affecting the structural stability of City
Rights -of -Way shall be free from defect for a period of two years following City acceptance. Pursuant
to this warranty and for the warranty period only, LACIVITA, at its sole expense, shall remedy any
damage to City Rights -of -Way to the extent caused by a failure of such structural support installed by
LACMTA.
(b) Solely with respect to Rearrangements performed by LACIVITA or the LACIVITA Contractors and any
work performed by the City or the City Contractors, the City and LACIVITA each warrant to the other
for a period of one year from and after acceptance of the work that any work performed by them shall
be free from defect. Subject to Section tJ.2(@) JnLmnty) the limited warranty given under this
ggqj!q� is the sole warranty given by the City and/or LACIVITA, and, pursuant to this warranty,
and for the warranty period only, the City or LACIVITA, as the case may be, shall remedy any such
discovered defect at its sole expense.
,(c) In connection with Rearrangements performed by LACIVITA or the LACIVITA Contractors and any
work performed by the City or the City Contractors, warranties supplied by the LACIVITA Contractors
and City Contractors to LACIVITA or the City (as applicable) shall be made for the benefit of both
LACIVITA • the City,
8.3 Insurance
(a) The Parties must ensure that any contract entered into in connection with performance of the work
under this Agreement contains:
a provision requiring the general contractor, as part of the liability insurance requirements, to
provide an endorsement to each policy of general liability insurance naming the City and
LACIVITA as .•• insureds; and
(i i) unless otherwise mutually agreed by the Parties, the requirement for: (A) construction general
contractors to provide evidence • insurance in the following amounts: $5,000,000 in general
liability; $1,000,000 in workers' compensation/employer's liability-, and $1,000,000 in
combined single limit (CSL) in auto liability; and (B) design contractors to provide evidence of
insurance in the following amounts: $5,000,000 in general liability; $1,000,000 in workers'
ir
Final: 09/11/2020
compensation/employer's liability; $1,000,000 (CSL) in auto liability; and $1,000,000 in
professional liability.
(b) Each Party must:
give the other Party 20 days' Notice prior to any reduction in scope or cancellation or
expiration of any insurance procured by it under this §jggiori
(ii) give the other Party 20 days' Notice prior to it agreeing to a reduction in scope or the
cancellation or expiration of any insurance procured by a LACMTA Contractor or City
Contractor (as applicable) under this g§qt�; and
9.1 Attempt to Resolve
In the event of dispute or difference arising under, out of or in connection with or relating to this Agreement,
including any question regarding its existence, validity or termination ("Dispute"), the Parties shall make
good faith efforts to resolve the Dispute through negotiation.
9,2 Arbitration — No Work Stoppage
(a) If the Parties are unable to resolve a Dispute pursuant to SOdod 9A (AtfOMpt LO agklve), either
Party may serve the other Party a demand for arbitration. Within 15 Business Days (or such longer
period as agreed by the Parties) of receipt of such demand, the Parties shall agree on a sole arbitrator,
If the Parties are unable to agree to the appointment of a sole arbitrator within the 15 Business Days
(or any longer period as may be agreed), each Party shall select an arbitrator and those arbitrators
shall select a qualified neutral third party to arbitrate with regard to the Dispute ("Neutral Arbitrator")
to form a three -person panel. If either Party fails to designate its arbitrator within 15 Business Days
(or longer period as agreed) of delivery of the demand or if the two designated arbitrators are unable
to select the Neutral Arbitrator within five days of their appointment, a Neutral Arbitrator shall be
designated pursuant to Section 1281.6 of the California Code of Civil Procedure, who shall hear the
matter as the sole arbitrator.
(b) The Parties acknowledge that Section 1283.05 of the California Code of Civil Procedure is applicable
to those issues not involving work stoppage. A hearing date shall be set as promptly as possible
following selection of the arbitrator in accordance with �5��j 16ibitrafign — ft ftik
ftQadga The arbitrator's award shall follow promptly the hearing's conclusion, shall be supported
by law and substantial evidence and the issuance of written findings of fact and conclusions of law,
The making of an award that does not comply with such requirements shall be deemed to be in excess
of the arbitrator's power and the court shall vacate the award if after review it determines that the
award cannot be corrected without affecting the merits of the decision upon the controversy submitted.
93 Arbitration — Work Stoppage
(a) In the event of a Dispute, neither Party is permitted to stop work, except: (i) for reasons of public
health or safety; or (ii) where work is prevented from continuing pending resolution of the Dispute. In
the event that work is stopped, the provisions of this S_ shall apply. Upon stoppage of work,
either Party may serve the other Party a demand for arbitration, A Neutral Arbitrator who is able to
hear the Dispute and render a decision within five days after being selected shall be immediately
designated pursuant to Section 1281.6 of the California Code of Civil Procedure.
15
Final: 09/11/2020
postpone nor adjourn the hearing except upon the agreement of the Parties. The arbitration may
proceed in the absence of a Party who, after due Notice, fails to appear. In addition to all other issues,
the Neutral Arbitrator shall also determine whether it was absolutely necessary to stop and await
resolution of the Dispute in order to continue the work. If it is determined that the work stoppage was
-nat
the Neutral Arbitrator) arising out of such work stoppage, �fi��bn 9�2j§) (A�tkq!�� — �Lo MA
..pp
Any person who has any material financial or personal interest in the results of the arbitration shall be
prohibited from acting as Neutral Arbitrator. Failure to disclose any such interest or relation shall be grounds
Obik Atmagel.
Each Party shall pay the expenses and fees of the arbitrator it selects. The expenses and fees of the Neutral
Arbitrator shall be paid in accordance with the provisions of Section 1284.2 of the California Code of Civil
Procedure.
under this Article 9 shall be governed by the California Arbitration Act.
9.7 Incorporation of Subcontracts
The City must ensure that any contract entered into in connection with performance of the work under this
Agreement includes provisions equivalent to this Article 9.
No Party may bring a claim for a breach of obligations under this Agreement by the other Party or incur any
liability to the other Party for any losses or damages incurred by that other Party if a Force Majeure Event
occurs and the affected Party is prevented from carrying out its obligations by that Force Majeure Event.
During the continuation of any Force Majeure Event, the Affected Party shall be excused from performing
those of its obligations directly affected by such Force Majeure Event provided that the occurrence or
c#nt&6Yati#n#f &&f Firce Majeyre E-,fent shall nit excxs6 arg1larty fr#,-n A&-f4rrning an,"ayment iVigatitris
contemplated under this Agreement. If a Force Majeure Event occurs, the City agrees, if requested by
LACIVITA pursuant to and if deemed possible and feasible by the City (acting
for the incremental actual costs of such acceleration.
10,2 Existing Agreements
awa rM swc-J-.' Jm'-Z�VWCiNW-r-s VTl' I VCN"W vz-- W.TJ -.-N 9-- ZF-??'�rr rF?- qn-m -I
successor either by assignment or by operation of law,
im.
Final: 09/11/2020
10.3 Audit and Inspection; Maintenance of Records
(a) Audit and Inspection. For the period commencing on the Effective Date and ending •.: the date
falling three years after the end of the Term, each Party will have such rights to review and audit the
other Party and its books, records and documents as may be deemed necessary for the purposes of
verifying compliance with this Agreement, Applicable Law and the City Standards at all times during
normal business hours, without charge, Each Party represents and warrants the completeness and
accuracy in all material respects of all information it or its agents provides in connection with any audit
by the other Party. If an audit shows that a financial adjustment is required, the Parties will use good
faith efforts to agree such adjustment. The Parties must ensure that any contract entered into in
connection with performance of the work under this Agreement contains provisions acknowledging
the rights of the City or LACMTA (as applicable) under this §ggkq!j��
(b) Maintenance of Records. The City shall (and shall ensure that any City Contractor will) keep •.
maintain its books, records, and documents related to performance of the work under this Agreement
(including all Costs incurred) for three years after the end of the Term-, except that, all records that
relate to Disputes being processed or actions brought under this Agreement must be retained and
made available until any later date that such Disputes and actions are finally resolved, The City
reserves the right to assert exemptions from disclosure of information that would be exempt under
Applicable Law from disclosure or introduction into evidence in legal actions.
UMMUM
Gilbert A. Livas, City Manager
City of Downey
11111 Brookshire Avenue
Downey, CA 90241
Yvette M. Abich Garcia, City Attorney
City of Downey
11111 Brookshire Avenue
Downey, CA 90241
With a copy to:
Director of Public Works/ City Engineer,
City of Downey
11111 Brookshire Avenue
Downey, CA 90241
Mr. Richard Clarke, Chief Program Manager
Los Angeles County Metropolitan Transportation Authority
One Gateway Plaza, 16th Floor
Los Angeles, California 90012
Facsimile No.: (213) 922-7382
WA
Final: 09/ 1/2020
Attn: Eduardo Cervantes orJohn Nuu.Third Party Administration
With a copy to:
Deputy Executive Officer, Project Management
Engineering and Construction Division
Los Angeles County Metropolitan Transportation Authority
One Gateway Plaza
Los Angeles, CA9OO12
Facsimile No.:(213)922-7447
0TMIUM-M
Los Angeles County Metropolitan Transportation Authority
One Gateway Plaza, 24thFloor
Los Angeles, CABOO12
Facsimile Nn.:(218)922'7447
*ttnDeputy County Counsel
With acopy kz
Los Angeles County Metropolitan Transportation Authority
One Gateway Plaza, 22ndFloor — Real Estate
Los Angeles, CAgO012
Facsimile No:(213)822'T447
Attn: John Potts, Executive Officer, Metro Real Estate
(b) Any Notice sent personally will be deemed delivered upon receipt, and any notice sent by mail or
courier service will be deemed delivered on the date of receipt or on the date receipt at the appropriate
address is refused, as shown on the records of the U.S. Postal Service, courier service or other
person making the delivery, and any notice sent by email communication will be deemed delivered
on the date of receipt as shown on the received email transmission (provided the hard copy is also
delivered pursuant to All Notices (including by email communication)
delivered after 5:00 p.m. PST will be deemed delivered on the first Business Day following delivery,
10,5 Assignment; Successors and Assigns
A Party cannot aosign, nuvmte. or otherwise transfer any of its rights or obligations under this Agreement
without the prior consent of the other Party unless this Agreement expressly provides otherwise, This
Agreement is binding upon and will inure to the benefit of LACMTA and the City and their respective
successors and permitted assigns,
10`6 Waiver
(a) No waiver of any term, covenant, or condition of this Agreement will be valid unless in writing and
executed bythe obligee Party,
(b) Either Party's waiver of any breach or failure to enforce any of the terms, covenants, conditions, or
other provisions of this Agreement at any time will not in any way limit or waive that Party's right to
subsequently enforce or compel strict compliance with every 0arm, covenant, condiUon, or other
provision of this Agreement, despite any course of dealing or custom of the trade (other than the
waived breach orfailure inaccordance with the terms ofsuch waivene).
107 Amendments
This Agreement can only be amended or replaced by a written instrument duly executed by the Parties,
in
Final: 09/11/2020
Zf .
A I
E]ER%TATJMMJr* P or, INA I i IF Le Le nuej inteir i a -1 M IMI It A
Article, Section, subsection or part.
10,10 Counterparts
together will constitute one and the same instrument.
Aothing contained in this Agreement is intended or will be construed as creating or conferring any rights,
benefits or remedies upon, or creating any obligations of the Parties toward, any person not a party to this
Agreement.
MIIIfA�-Tn 77M.
The representations, warranties, indemnities, waivers and any express obligations of the Parties following
termination, set out in this Agreement shall survive the expiration or termination, for any reason, of this
Agreement.
11.1 Definitions
Unless the context otherwise requires, capitalized terms and acronyms used in this Agreement have thq
meanings given in this g�__
IwamurT e permanent termination OT service, or Me removal OT an exis Ing -iy aciityorportion
of
"Adjacent Work" means any removal, demolition, repair, restoration, relocation or reconstruction of existing
�as �zrftwr-mI ;tzffvmm:#
otherwise reasonably likely to conflict with the design, construction, operation or maintenance of the City
Portion; and (b) in the case of works performed or to be performed by a third party, of which the City is aware
or ought to be aware.
scope from a conceptual state to a level of schematic design that describes the project technical and
operational characteristics to support environmental approvals, The plan percentage complete ranges
generally from the initiation of Design (0%) to 15%.
"Annual Nork Plan" means an annual work plan prepared and agreed by LACIVITA and the City in
accordance with Section 22MM1W 0608BRA
M
Final: OS/ 1C2020
"Applicable Law" means any statute, law, code, regulation, ordinance, rule, common law, judgment, judicial
oradministrative order, decree, directive, orother requirement having the force uflaw urother governmental
restriction (including those resulting from the initiative or referendum process) or any similar form of decision
of or determination by, or any interpretation or administration of any of the foregoing by, any Governmental
Entity which is applicable to the City Portion, Rearrangements, any work performed under this Agreement or
any relevant pemon, whether taking effect bah/ne urafter the date of this Agreement. Applicable Law
excludes Governmental Appmva|e, oustoma, duties and tariffs.
"Basis of Design" means:
(e) for those Rearrangements that are identified byLACIVITAaybeing part ofthe Enabling Works (either
under the provisions ofthis Agreement or by a notice delivered under
Ag@0emeDtl), the approval (or deemed approval) by the City under the provisions of this Agreement
ufthe 6UY6Design Documentation for those Rearrangements; and
(b) for those Rearrangements that are identified by LACIVITA as being part of the P3 Project Scope (either
under the provisions of this Agreement or by a notice delivered under
A0reemgnt)), the uoope, specifications and requirements (including the requirements of the final
El R/EIS) that form the basis of the request for proposal issued by LACMTA for the P3 Project Scope.
"Beftermenr' means work performed in connection with any Rearrangement or as part of a Rearrangement:
(a) comprising an upgrade, change or addition to a City Facility (or a part of a City Facility) requested by
the City that provides for greater capacity, napabi|ity, dunebi|ity, oppemnanma, efficiency or function or
other betterments ofthat City Facility over that which was provided bythe City Facility prior tothe
Rearrangement; or
(b) for which the City Standards applicable to that Rearrangement are changed or added to after the
establishment ofthe Basis ofDesign for that Rearrangement,
provided that the term ^Be8snnenf'shall exclude:
@) anupgrade, which the Parties agree, will bmufdirect and principal benefit 0othe construction,
operation and/or maintenance ofthe VVSABProject;
(ii) an upgrade noou|dn9 from Design or Construction in accordance with the applicable City
Standards and ordinances aaset out in dany changes
or additions to those City Standards notified to LACIVITAprior 0o the establishment of the
Basis of Design for the Rearrangement and that have not been adopted by the City in breach
of �
.
(iii) measures to mitigate environmental impacts identified in the VV8AB Pn8eoCe Final
Environmental Impact Report orStatement and any supplemental environmental reports for
the VVGA8Project;
(iv) replacement of devices or materials no longer regularly manufactured with the next highest
grade orsize; and
(v) an upgrade that is the consequence of changes made by LACIVITA or a LACIVITA Contractor
after the establishment ufthe applicable Basis ofDesign,
"Business Day" means any day that ienot oSaturday, aSunday, orafederal public ho|iday-
^City^ is defined in the Preamble, ''Qty" shall also refer to any City owned or operated "water" and/or
"power" departments,
20
Fina|:D9/1i/2O2D
"City Construction Work" means any Construction work and activities performed or to be performed by the
City or a City Contractor pursuant to a Work Order.
"City Contractor" means any nnntractur, consultant, trmdeapenemn, supplier orother person engaged or
authorized by the City to perform any Adjacent Work, City Design Work, City Construction Work or any other
work to be performed by the City under the provisions of this Agreement or otherwise on or about the Project
Site but excluding LACMTA and the LACMTA Contractors.
"Ci19 Design VVorh" means any Design work and activities performed or to be performed by the City or
City Contractor pursuant toaWork Order,
"City Facility" means real or personal property located within or near the City Portion, such as structures,
improvements, and other properties, which are under the ownership or operating jurisdiction of the City, and
shall indude, but not be limited to, public streets (any o|eyeificedun), highwayo, bhdgea, retaining wa||o.
pedestrian/utility tunnels, alleys, storm drains, sanitary sewers, survey monuments, parking lots, parks, public
landscaping and trees, traffic control devices, lighting and communications equipment (oamenaa. oeneura.
LTE, microwave noceivem, etc.) and public buildings, police and fire department related impmvemento, as
well as any dams orwater storage tanks, mystema, and appurtenances, City -owned airport and harbour
facilities are not included inthis definition.
"City Maintenance Work" means any maintenance work and activities performed or to be performed by the
City or a City Contractor pursuant to a Work Order or under the terms of this Agreement.
"City Municipal Code" means the Downey Municipal Code.
~City Portion" means that portion of the VV88B Project that will pass in, on, under, over or along public
streets, highways, bridges, parks and other public right-of-way of the City, as shown in Part B of EXHIBIT 3
"City Rights -of -Way" means the public streets, high*myu, bhdgos, pedm and other public right-of-way of
the City osfurther defined inSection 71U0,24nfthe City Municipal Code,
"City Standards" means the City'e design standards and ordinances specified in
which govern the design ofall Rearrangements.
"Compliance Comment" means e comment on. objection to or the withholding of approval to o LACMTA
Submittal unthe basis ofone ormore nfthe following:
(a) the ILACMTA Submittal or Design work or Construction work that is the subject of the LACMTA
Submittal fails to comply with (or is reasonably likely to fail to comply if implemented in accordance
with the LACMTA Submittal) any applicable oovenant, condition, requirement, 8emn or provision of
this Agreement; or
(b) LACMTA (or the relevant LACMTA Contractor (ea applicable)) has not provided all content or
information required with respect to the LACMTA Submittal.
"Conflicting Facility" means anexisting City Facility, which the Parties determine requires Rearrangement
in order to construct, operate or maintain the WSAB Project,
"Construction" means all construction activities related Vothe City Portion that are necessary 0ocomplete
and operate and maintain the VVSA8 Project including the removal, demolition, replacement, ,nstoraUon,
alteration or realignment of existing facilities and the procurement, installation, inspection, and testing of new
facilities including temporary and permanent materials, equipment, eyoteme, sofware, and any components
nfsuch permanent materials, systems and software,
21
Final: /11/202
"Construction Phase" means the phase of the WSAB Project identified as such in EXHIBIT 2 fPro/ d
Phases and Pr
o%ct Scletlrrle):
"Construction Staging Plan" has the meaning given in EXHIBIT 7 (Construction eguir rnents)
"Cost" means all eligible direct and indirect costs actually incurred for activities or work performed or
materials acquired in accordance with the provisions of this Agreement, less (in respect of the City) credits to
LACMTA as provided inA icle 7 Re/rrabursegigntgna Oregi where:
(a) eligible direct costs includes allowable direct labor costs, materials costs, and storage and
transportation costs of materials salvaged for the City's use in performing the applicable work;
(b) eligible indirect costs shall be computed based upon the indirect cost rates approved annually for the
City by its cognizant agency, and as noted on the Form 60, for allocation to federally funded or state
funded contracts; and
(c) unless the Internal Revenue Service and the CPUC issue regulations or rulings to the contrary, the
eligible direct and indirect costs shall not include taxes purportedly arising or resulting from LACMTA's
payments to the City under this Agreement,
"CPUC" means the California Public Utilities Commission.
"days" means, unless otherwise stated and whether or not capitalized, calendar days.
"Design" means all activities related to the design, redesign, engineering or architecture of any Construction
work.
"Design Development' means the phase of the Design process that occurs after Advanced Conceptual
Engineering and that develops, on a progressive basis, a clear indication of the design solutions for the
applicable requirements and the major features of the architectural and structural design and third party
interfaces that are intended to form the basis for the Final Design.
"Design Documentation" means all drawings (including plans, profiles, cross -sections, notes, elevations,
typical sections, details and diagrams), specifications, reports, studies, working drawings, shop drawings,
calculations, electronic files, records and submittals necessary for, or related to, the design of the
Rearrangements.
"Design Phase" means the phase of the WSAB Project identified as such in EXHIBIT 2 (EM e t Phases a r
Ip ect Schedule1
"Dispute" is defined in Article Rosa/ration oaf QLs crte .
"Effective Date" means the date stated as such on the first page of this Agreement, which shall be the date
when this Agreement has been fully executed on behalf of the City and LACMTA.
"EIR/EIS" means the Environmental Impact Report/Environmental Impact Statement for the WSAB Project
completed pursuant to the California Environmental Quality Act and National Environmental Policy Act.
"Enabling Works" means those elements of the WSAB Project scope that LACMTA intends to procure under
separate contract package(s) to the P3 Project Scope, as described in Part B of EXHIBIT 1 t roaect
7escri tidrr
"Engineer of Record" means the individual, firm or entity that performs the Design, that imprints the
engineer's/architect's seal on the drawings, and is responsible and liable for the Final Design.
"Expired Service Life Value" is defined in Section 7,2 alReimbursements and Credits to LACMTA
W
Final: 09/ 1/202O
"Final Design" means the phase of the Design process which provides the detailed design for all temporary
and permanent project facilities and addresses and resolves all Design review Compliance Comments and
finalizes all engineehnQ, echUectoe{ and systems designs necessary for Construction. It ends with an
approved -for -construction plan status and with the Design being signed and sealed by the 'Engineer of
Record',
"Force Majeure Event" means the occurrence of any of the following events after the date of this Agreement
that directly causes either Party (the "affected Party^)0mbe unable to comply with all or material part ofits
obligations under this Agreement:
(a) war, civil war, invasion, violent act of foreign enemy or armed conflict or any act of terrorism;
(b) nuclear, chemical or biological contamination un|mao the source or cause of the contamination is
brought toornear the Project Site byaffected Party;
(o) ionizing radiation unless the source or cause of the ionizing radiation is brought to or near the Project
Site by the affected Party;
(d) any fina, emp|osiun, unusually adverse weather, flood or earthquakes;
(e) any named windstorm and ensuing storm surges, including the direct action of wind originating from
mnamed windstorm;
(f) any riot orcivil commotion;
(B) any blockade orembargo;
(h) epidemic, pandemicurquarantine; ur
(i) any official or unofficial strike, lockout, go-slow or other dispute, generally affecting the construction
industry orasignificant sector ofit,
except, ineach case, tuthe extent attributable 0oany breach ofthis Agreement orApplicable Law by, orany
negligent act ornegligent omission of, the affected Party.
"Form 60" means Fnnn OO (Professional Services Cost/Price Summary) in the form attached as part Auf
"Governmental Approval" means any appmva|, uuthorizadon, certification, coneent. Ucenoe, pennd,
registration or ruling, issued by any Governmental Entity required to oony out the Rearrangements, the City
Portion or any other work to be performed under the provisions of this Agreement.
"Gmwemnmenta! Entity" means any federal, staue, or local government and any political subdivision or any
govemmenbn|, quaai-gmvemmenta|, judioie|, public or statutory inotmmento|dy, administrative egency,
authority, body or entity (including the California Department of Transportation, CPUC and United States
Army Corps ofEngineers) other than LACMTAand the City.
^LACMTA^iedefined inthe Preamble,
"LAC08TA Contract" means any contmot, subcontract urother form of agreement between LACIVITA and a
LACIVITA Contractor or between a LACIVITA Contractor and its lower tier subcontractor.
%ACK8TA Contractor" means any contractor, cunou|tant, tredeopeneun, aupp|ier, private developer,
employee, member of staff, engineer, architect, agent, operator, or other person engaged or authorized by
LACIVITAtocarry out works with respect to the City Portion, any Rearrangement or otherwise contemplated
under the provisions of this Agreement and any other person with whom any LACIVITA Contractor has further
subcontracted part ofsuch works.
23
Final: 0911112020
^LACIVITA Fiscal Year~ means each one year period commencing on July 1 of a calendar year and
terminating unJune 30ufthe following calendar year.
"LACIVITARepmasentative^ iedefined in
^LACIVITA Retained Scope" means the WSAB Project scope elements for which LACMTA intends to retain
naeponeibi|hy, as described in Part of
^LACNMTA Submittal Review Period means, for each LACMTASubmittal, aperiod of3Odays from the date
of delivery of the LACMTA Submittal to the City under the provisions of this Agreement or such other period
aathe Parties may agree under the applicable Work Order.
^LACMTA Submittals" means:
(e) Design Documentation for e Rearrangement (other than any Design Documentation for which the
City is responsible under uWork Onder);
(b) Construction Management Plans for Construction mmrh performed by LACMTA or a L8CIVITA
Contractor within the City Rights -of -Way; and
(o) any other documents which LACMTA (or the LACIVITA Contractors) must submit tothe City in
accordance with this Agreement.
"Neutral Arbitrator" is defined in
"Non -conforming Work" means Design work or Construction work not in accordance with the requirements
ofthis Agreement.
"Notice" means any communication under this Agreement including any notice, consent, approval, request,
and demand,
' "Operation and Maintenance Phase" means the phase of the WSAB Project identified as such in EXHIBIT
�
"P3 Developer" means the LACMTA Contractor that is awarded the P3 Project Scope.
^P3 Project Soope" means those elements of the VV8AB Pn4eo1 scope that L8CMT4 intends to procure
under a design, build, finance, operate and maintain agreement, as described in Part Bnf
P_QS_C_ri2t_i0_n1-
^Pachage^ means each package of Design Documentation that submitted by LACMTA or a LACMTA
Contractor tothe City inaccordance with this Agreement.
"Pmrties" means collectively the City and LACMTA, and each e "Party",
"Permit Notification" means a blanket Permitting Process and Waiver of Certain Permit Fees issued by the
City.
"Planning and Procurement Phase" means the phase of the VVS8B Project identified as such in EXHIBIT
liedulel.
"Potential Notice ofBetterment Form" means the form set out in Part Bof
"PRight-of-Way" means the permanent right-of-way for the WSAB Project, as identified in Part A of
24
Final: 09/ 1C2020
"Project Schedule" means the schedule for the WSAB Project including the City Portion set out inPart B of
"Project Site" means, collectively, the Project Right -of -Way and each temporary construction easement for
the VVSAB Pn4eo1, as identified in Port A of
^Rearrangement'means the work of:
(u) removal, replacement, restoration, alteration, reconstruction, support, or relocation of all or a portion
of a Conflicting Facility, whether permanent or temporary, which LACIVITA and the City mutually agree
is necessary in order to construct, operate or maintain the WSAB Project; or
(b) the installation of new and required City Facilities which LACIVITA and the City mutually agree is
necessary as a result of the impact of the construction, operation or maintenance of the WSAB Project.
"Replacement Facility" means a facility, which may be constructed or provided under this Agreement as a
consequence ofthe Rearrangement ufaConflicting Facility oropart ofit.
"Temporary Facilities" means a facility constructed for the purpose of ensuring continued a*mica while e
City Facility is taken out of full or partial service for permanent Rearrangement and/or any work on a City
Faui|ity, which will be removed or restored to its original condition after such Construction activities are
completed,
^Tenn''isdefined in
"Traffic Control and Lighting Work" has the meaning given in
"Traffic Management Plan" means o plan that addresses traffic control requirements in construction areas
through awmrksi0mtraffic control plan and along detour routes through atraffic circulation plan.
^VVo,k Order" means a work request submitted by LACIVITA to the City authorizing the performance of any
work associated with the WSAB Project and the associated purchase of required materials,
"Working Group" means each working group established pursuant to
^VVSAB Project" means the dmoign, cunetruction, operation and maintenance of light rail transit system
known an the West 8mnbo Ana Branch Transit Corridor, as more fully described in EXHIBIT 1 (Project
Description
^.
11.2 Interpretation
(ii) a reference to this Agreement or any other agreement, instrument, or document is to this
Agreement or such other agreement, instrument, or document as amended or supplemented
from time to time;
(iii) a reference to this Agreement or any other agreement includes all exhibits, schedules, forms,
appendices, addenda, attachments, or other documents attached to or otherwise expressly
incorporated in this Agreement or any such other agreement (as applicable);
(iv) subject to Section 1 11(a)fv) Uh!=OgWt��g) � a reference to an Article, Section, subsection,
clause, Exhibit, schedule, form or appendix is to the Article, Section, subsection, clause,
Exhibit, schedule, form, or appendix in or attached to this Agreement;
Final: D9/ 1C2020
M e reference in the main body of this Agreement or in an Exhibit, to an Artioe. Section,
subsection, orclause is0othe Article, Section, subsection, urclause ofthe main body ofthis
Agreemmnt, orofthat Exhibit (as applicable);
(vi) a reference to a person includes such person's permitted successors and assigns;
(vii) a reference to a singular word includes the plural and vice versa (as the context may require);
(viii) the words "including", "includes" and "include" mean "including, without limitation", "includes,
without limitation" and "include.without |imitobun^.respectively;
(ix) on obligation to do something "promptly" means an obligation to du so as soon as the
circumstances permit, avoiding any delay; and
(x) in the computation of periods of time from a specified date to a later specified date, the word
"from" means "from and including" and the words "to" and "until" mean "to and including".
(b) This Agreement is not to be interpreted or construed against the interests of a Party merely because
that Party proposed this Agreement or some provision of it, or because that Party relies on a provision
of this Agreement to protect itself
99
Final: 09/11/2020
MARY C. WICKHAM, THE LOS ANGELES COUNTY METROPOLITAN
County Counsel TRANSPORTATION AUTHORITY, a California county
transportation authority existing under the Authority of
By: §§ 130050,2 et seq. of the California Public Utilities
Teddy Low Code
Senior Deputy County Counsel
By:
Name
Its:
* ■ •
YVETTE M. ABICH GARCIA, THE CITY OF ■•
City Attorney a California municipal corporation
By: By:
Yvette M. Abich Garcia Name: Gilbert A. Livas
City Attorney Its: City Manager
ATTEST
By:
City Clerk
27
Final: 09/11/2820
Part A:WNSAB Project
The VVGADProject is anew 18'milelight rail transit (LRT)line that will connect southeast LACounty Vndowntown Los
Angalee, serving the cities and communities ofArtesia, Cerritos, Bellflower, Paramount, Downey, South Gate, Cudahy,
Bell, Huntington Park, Vernon, unincorporated Florence -Graham community of LA County and downtown Los Angeles.
The project area is home to 1,2 million residents and is a job center to approximately 584,000 employees, Projections
show the resident population increasing to 1.5 million and ]uba increasing to 670.000 by 2040, Population and
employment densities are five times higher than the LA County average. This rail corridor is anticipated to serve
commuters in a high travel demand corridor by providing relief to the limited transportation systems currently available
to these communities. In mddidon, the project is expected to provide m direct connection to the Metro Green Line, Metro
Blue Line and the LA County regional transit network. The WSAB Project involves a shared corridor of approximately
10 miles of freight -owned ROW that runs o|un0 the Wilmington and La Habra Branches (owned by Union Pacific
Railroad, UPRR) and the San Pedro Subdivision (owned by the ports ufLAand Long Beach).
The main goals of the WSAB Project are to
1" Provide mobility improvements
2. Support local and regional land use plans and policies
J. Minimize environmental impacts
4, Ensure cost effectiveness and financial feasibility
5` Promote equity
Part B: Anticipated Contractual Packages
Aaekthe date ofthis Agreement, the Enabling Works, P3Project Scope and LACMTA Retained Scope are anticipated
to comprise of the following scope elements:
Enabling Works
LACMTA Retained Scope
P3 Project Scope
• Advanced utility relocation
0 Right-of-way acquisition
Design and construction of the
WSAB Project (including all
• Freight relocation
0 Supply and installation of fare
stations, vehicles, light rail
collection equipment and all fare
track, systems and
• Grade crossings
collection activities
maintenance storage
facilities), otherthan those
- Civil and Striping
a Security and enforcement
scope elements that are
activities, with limited exceptions
defined as part of the
- Drainage
(such as at maintenance storage
Enabling Works or that are
facilities)
LACMTA Retained Scope
- Utilities
0 Art installation
The operation of all train
- Traffic Control
services and performance of
a Bike hubs and/or lockers
all other operating functions
- Signal (Freight
for the WSAB Project during
Preemption only)
a Environmental site assessment
the term of the LACMTA
including identification of
Contract with the P3
potential or existing
Developer, other than those
contamination or hazardous
scope elements that are
materials through soil borings
LACMTA Retained Scope
41
Final: 09/1112020
and review of publicly available All asset management and
information maintenance activities for the
Geotechnical investigations WSAB Project during the term
of the LACIVITA Contract with
Remediation of hazardous the P3 Developer, other than
materials (if any) those scope elements that are
LACIVITA Retained Scope
97
Fina|:O9/111202U
Aoa1the date o{this Agreement, the phasing and time periods for the early phasing is anticipated to be as set out in
this Part A, The phases described in this Part A may overlap and the time periods are subject to change.
14
P|anning & Advanced Key activities include:
Conceptual
� Preparation ofthe draft BR/B8and the final BR/BS
Engineering
° Approval byLACMTABoard ofthe locally preferred alternative (LP8)
= Preparation o{Advanced Conceptual Engineering (15&)for the VVGABProject
• Certification of the final EIR by the LACMTA Board
0 FTA issuance of the Record of Decision
° Preparation of the Mitigation Monitoring and Reporting Plan(MMRP)
Enabling VVodm: Key activities include,
Engineering &
Procurement° Engineering and Design Development for the Enabling Works by LACMTA and
the LACMTAContractors (including any Rearrangements included within that
Enabling Works scope) through 0oFinal Design
• Working with third parties to obtain third party approvals for the Enabling Works,
inc|udingCPUC. United Pacific Railroad and Ca|tnens
° Procurement ofLACMTAContnector(o)toperform the Enabling Works
Enabling Works: Key activities include:
Construction 0 Construction of Enabling Works (including any related Rearrangements)
30
Final: 09/ 1/2020
P3 Project Scope: Key activities include:
Procurement
a Definition of the scope, specifications and requirements for the P3 Project Scope
a Procurement ofthe P3Developer 10perform the P3Project Scope (otwo-stage
procurement pmueua including a request for qualifications and o request for
proposal phase ieanticipated)
P3 Project Scope: Key activities include:
Design Build
" Design Development for the P3 Project Scope by the selected P3 Developer
through toFinal Design
° Construction of the P3 Project Scope (including any related Rearrangements) by
the P3Developer
• Performance ofany LACMT8Retained Responsibilities byLACMTA
• Testing, trial running and certification ofrevenue service availability
Operation and Key activities include:
Maintenance
0 Operation ofpassenger service unthe VVGABProject bythe P3Developer
• Maintenance ofthe VVSABProject bythe P3Developer
• Performance of any LACMTA Retained Responsibilities by LACMTA
Part B: Project Schedule
[Latest Project Schedule mb*inserted prior to execution]
ell,
Final: 09/1112020
1111meza -*— ---
Part A. WSAB Project Site
0
0 G
MONTEREY
PARK
RE160TS
AN J
LftANUUS;
MONTEBELLO
di
VERNON
MAYWOOD
PICO
RIMA
BELL
GAR"
CUDAW
pit""
SMU RE
SPRINGS
Usting
WATTS
mmmmmom Metro Rail Lines & Stations
0 0 v
0
OWN *
(WNW130
0 Metro Husway & Station
mw&u
400000 Regional Connector
PANAWAT
lunder construction)
�molmg AerW
Underground
Parki,,g
Part 13: City Portion
KIN
MTESI A
CERRITOS
Final: 09M1X2020
Port A: LACIVITARepresentative and City Representative
The initial designations of the LACIVITA Representative and City Representative are as follows:
LACMTA Representative LACMTA Program Management or such other person,
or the holder of a specified office or position, specified,
from time to time, by LACMTA's Chief Executive
Officer, or his/her designee
City Representative City Manager or his/her designee
Part B: Summary of Key Roles and Responsibilities
Performing its retained
During the term of its LACMTA
Performing all of City's
obligations and ensuring that
Contract with LACMTA,
obligations under this
the LACMTA Contractors
performing LACMTA's
Agreement and ensuring
(including the P3 Developer)
responsibilities under this
that all City Contractors
comply with the provisions of
Agreement other than Cost
comply with the provisions
this Agreement
reimbursement and those
of this Agreement
obligations specifically retained
by LACMTA and excluded from
the P3 Project Scope
Managing the planning
Not applicable
Providing support and
process and preparing all
assistance to LACMTA in
environmental documents
obtaining Governmental
including the EIR/EIS
Approvals and in dealing
Preparing Advanced
with other third parties with
Conceptual Engineering for
respect to the City Portion
the WSAB Project
Preparing and submitting the Not applicable
-- -
'
Reviewing and approving
Design for Enabling Works 0o
Designs submitted toitin
the City 10 the extent required
accordance with agreed
bythis Agreement, upVoand
procedures
including Final Design stage
Performing any other
Preparing the procurement
Deaiqn're|a0adob|igaUony
documents and managing the
under any Work Orders
procurement for the Enabling
Works
Providing assistance 10
LACMTAinprocuring any
hght-uf-waynecessary for
the City Portion
33
Final: 9/11/202
Phase
Enabling
Monitoring progress and
Interfacing and coordinating
Performing its
Works:
performance of the LACMTA
with the LACMTA Contractor(s)
Construction -related
Construction
Contractor(s) responsible for
responsible for the Enabling
obligations under any
Enabling Works
Works
Work Orders
Coordinating Adjacent
Work, City Construction
Work and City
Maintenance Work
"P3 Project
. Preparing the procurement
Submitting its proposal in
To the extent requested by
Scope:;
documents and managing the
accordance with the
LACMTA, reviewing the
Procurement
procurement for the P3 Project
procurement documents
scope, specifications and
Scope
requirements for any
Rearrangements included
within the P3 Project
Scope
P3 Project
Reviewing Designs prepared
Defining its design
Reviewing and approving
Scope: Design "
by the P3 Developer and
management plan for the
Designs submitted to it in
Build
ensuring that such Designs
design of the P3 Project Scope
accordance with agreed
are submitted to the City to the
Submitting Design Packages in
procedures
extent required by this
accordance with the terms of
Performing any other
Agreement
its LACMTA Contract with
Design -related obligations
Performing and/ or ensuring
LACMTA and its design
under any Work Orders
that LACMTA Contractors
management plan, and
Performing its
perform the LACMTA
submitting such Designs to the
Construction -related
Retained Scope
City to the extent required by
ligatisnran
obligations under any Work
Monitoring progress and
this Agreement, up to and
Orders
performance of the P3
including Final Design stage
Developer's Construction work
Performing the Construction
Coordinating Adjacent
work required to be performed
Work, City Construction
under the P3 Project Scope in
Work and City
accordance with the Final
Maintenance Work
Designs, approved plans, the
provisions of its LACMTA
Contract for the P3 Project
Scope and the provisions of
this Agreement
Operation and
Performing or ensuring that
Performing the operation and
Performing any operation
Maintenance
LACMTA Contractors perform,
maintenance work required to
and maintenance work
the LACMTA Retained Scope
be performed under the P3
allocated to the City under
Monitoring performance of the
Project Scope in accordance
the provisions of this
P3 Developer's operation and
, with the approved plans, the
Agreement (including any
maintenance work
provisions of its LACMTA
amendment or supplement
Contract for the P3 Project
or new agreement entered
Scope and the provisions of
into under Article 6
this Agreement (including any
(OperahM7 ar d
amendment or supplement or
Maintenance)) and
new agreement entered into
coordinating maintenance
34
Final: 09/11/2020
Pa-t C: Issue TesolutioT Ladder
=F 72 1 F ft'U--*VMT - - I �'#T -eFI-#7-UVTI#-rITrTCfITr Tgr�--Cdwf friff -=A t M3.1-R—k-7717e A-dT IrTTe-W,-
and divisions as necessary to make the designated decision or approval.
City Team
Partial List of Key Functions for Decision or Approval
LACMTA Team
City Manager,
Spearhead council approval of all work outside of normal
LACMTA Chief Program
Director of Public
working hours including any night work variances, holiday
Manager
Works, or
work restrictions, police & fire department requests, peak
Designated Project
hours exemptions, and other requests with potential short -
Manager
term impacts to the community (i.e, revised detours,
temporary full street closures, revised haul routes)
Director of Public
Approve all final Construction plans and related documents
LACMTA Senior
Works, City
as required by this Agreement.
Executive Officer over
Engineer, or
Provide overall leadership in timely resolution of Design,
Designated Project
Designated PE
Construction, plan review, and related administrative
Manager
Representative
matters,
CA Professional Engineer Registration
City Public Works
Provide Construction support as specified in this Agreement
LACMTA Designated
Construction
Manage assigned resources and coordinate interactions
Project Manager level
Department Head or
between the City and LACMTA and the LACMTA
(Executive Officer or
Designated
Contractors as it relates to Construction support.
Deputy Executive
Construction
Officer) or Designated
Administration
Provide independent quality assurance (IQA) functions
Construction Manager
Representative
where LACMTA performs work within City Right -of -Way
(Deputy Executive
such as street improvement, signal, lighting, and utility work,
Officer or Senior
Director)
City Public Works
Oversee and coordinate all plan reviews as specified in this
LACMTA Designated
Permit Division
Agreement
Project Engineer
Head or Designated
Manage and coordinate interaction of the City with LACMTA
(Deputy Executive
Representative
and the LACMTA Contractors as it relates to Design review
Director
Officer or Senior Dire
and comment resolution..levels),
consultant CM,
and LACMTA Third
Provide the necessary coordination in planning,
Party Admin Dept
engineering, technical, analytical and administrative support
Project Lead (Civil)
services with respect to design approval including fire/life
safety, police/public security, access, transportation
engineering, civil and structural engineering, street lighting
engineering, drainage, sanitation, landscaping, and related
maintenance requirements.
Skilled in change management and expedited approvals.
W
Final: 09/11/2020
City Traffic Engineer Approve all worksite traffic control plans and any final design
or Designated TE documents pertaining to both permanent and temporary
Representative traffic controls (signals, striping, WATCH lane closures,
MUTCD restrictions, lighting,
M.
IVIZIUA Designated
Project Engineer
(Deputy Executive
levels), consultant CM,
LACIVITA Third Party
(Civil) and TE
consultants.
Final: 09M1/2020
Any Design work for any Rearrangements shall be performed in accordance with-,
(a) the Design requirements set out in this EXHIBIT 5 or otherwise under the provisions of this Agreement
and the relevant Work Order (if applicable); and
(b) all Governmental Approvals, Applicable Law and, subject to of this
Agreement, the City Standards.
k$ [To agree with the City and insert prior toexecution]
31 Surface Openings. To the extent operationally and fiscally practical, LACIVITA shall locate surface openings,
if any 0omitigate: Va>the effect on existing features oflandscape and improvements; and (b)public disruption;
ineach case after taking account ufhealth and safety concerns. Placement ofgratings insidewalks will ba
avoided to the extent naoaonaU|y practicable; however, all other openinge, such as mechanical access
upmninge, shall beregularly permitted in oidewa|ko, provided such openings are enclosed.
32 Landscaping. Trees and landscaped areas under ownership or daily control of the City shall be preserved
whenever practical, Trees inthe Project Site, which are not being removed byLACMlA.shall beadequately
protected. Trees that must be removed due to Rearrangements shall be replaced by LACIVITA. if the City
elects and h8ht-of-wayieavailable. Replacement work shall beinaccordance with applicable City Standards
and shall be coordinated with the City. Landscaped areas removed due to Rearrangements shall be restored
to the original condition to the extent practical as agreed to by the City and LACMTA.
3,3 Traffic Control Devices and Lighting Systems. If a Rearrangement requires the removal and reinstallation,
or modification of existing or installation of new traffic control devices or lighting systems ("Traffic Control
and Lighting Work"), then LACIVITA must obtain the City's approval of LACIVITA's Design for the Traffic
Control and Lighting Work (which consent may not be unreasonably delayed or withheld),
34 Private Projections inPublic Ways. |fLACIVITAdetermines that aprivate projection in, over orunder any
City Facilities urthe City Rights -of -Way must be removed to accommodate the WSAB Project, LACIVITA will
issue a Work Order to the City and the City shall take all reasonable actions within its powers to require the
elimination ufsuch projections bythe time specified inthe Work Order. |fthe City isnot empowered 1oeffect
the removal of such projections, or if LACIVITA otherwise elects, LACIVITA will make its own arrangements for
removal ofsuch projections, The City will cooperate with LACMTA tominimize the cost 0oeliminate, move,
remove urotherwise terminate projections.
3.5 City Communications Facilities, The relocation of any conflicting underground City communications
facilities oUaU be done by employing intercept -style manholes at both ends of every conflicting
communications conduit segment in question, directly on the alignment of existing conduit segment(s), and
beyond the area of the conflicting communications facilities,
For those Rearrangements where LACMTA is responsible for the Design work under the provisions ofthis
Agreement, LACIVITA will, and will ensure that the LACIVITA Contractors will:
(a) prepare and submit all Design Documentation 0othe Chy
37
Final: 09/ 1/2020
(Q in Packages in accordance with the schedule under the applicable design management plan
defined by LACIVITA and/or the applicable LACMTA Contractor and notified to the City (as
may beupdated and notified 0othe City from time tu§me);and
V; inamanner and e1arate which, having regard 0othe quantum ofDesign Documentation
aubmitted, will give the City o reasonable opportunity to review the submitted Design
Documentation;
(b) ensure that the Design Documentation submitted for the Final Design is of a level of detail which is
sufficient to permit the City to determine whether the Design Documentation complies with this
Agreement and the Construction mmrh which will be performed in accordance with the Design
Documentation will comply with this Agreement and highlights any material amendments made since
any earlier submittal ufthat Design Documentation;
M invite the City to attend any pre -submittal workshops held where Design Documentation for a
Rearrangement is to be presented; and
(d) if reasonably requested bythe City, make available the appropriate design personnel buparticipate
in design review meetings after submittal of any Design Documentation for u Rearrangement to
explain the Design Documentation ureparticular element ofit and provide such information regarding
the Design Documentation eethe City may reasonably request.
�M
t GENERAL
1] The Parties agree that individuals undertaking Design review on behalf of the City under this Agreement shall
be consistent throughout the Design Phase and any new individuals proposed to undertake Design review
during the reviews of ongoing Packages shall be subject to LACMTA's approval.
1.2 The procedures set out in this EXHIBIT 6 will govern all LACMTA Submittals tothe City pursuant tothis
Agreement.
2` REVIEW PROCEDURE
21 The City shall notify LACMTA and the relevant LACMTA Contractor (if applicable) within ten days of receipt
of LACMTAGubmitta! from LACMTA or LACMT8 Contractor ifdconsiders (acting reasonably) that the
LACMlg\ Submittal submitted is incomplete or deficient for the City'o review purposes and requires re-
submission, together with a detailed description of the information that it deems to be missing or deficient, If
no such Notice is delivered bythe City within such ten-day period, the L8CMT8Submi*a| shall be deemed
complete and acceptable for review purposes.
22 The City shall within the LACMTA Submittal Review pehmdo
(e) review the LACMT8Submittal; and
(b) notify LACMTA and the relevant LACMT8Contractor (if applicable) that it:
(i) approves the LACMTA Submittal; or
2�3 All Compliance Comments shall betransmitted inthe form nfecomment matrix (provided byLACMTA and
shall be accompanied by an annotated LACMTA Submittal (if applicable),
24 If no comments are received within the LACMTAGubmitta| Review pmhod. the LACMTA Submittal shall be
deemed complete and approved by the City.
2,5 The Parties acknowledge that the LACMTA Submittal review process set out inthis EXHIBIT 6ieintended to
facilitate the LACM7A Submittal review process and be consistent (with necessary changes) with the
LACMTA Guidelines on Enhanced Partnered Coordination and shall supersede the submittal / shop drawing
review schedules specified in any standards referenced in this Agreement.
3] The City will only beentitled 1ureject uLACMTASubmittal of this EXHIBIT
6 ifsuch L8CMTA Submittal fails to comply with the requirements set out in this Agreement, as specified in
the Qty'oCompliance Comments.
3.2 If the City rejects a LACMTA Submittal in accordance with ofthis EMH 1B&T�,
LACMTAmust (or must require that the relevant LACMTAContnector):
(a) address the Compliance Comments and re -submit the LACMTA Submittal for review; or
(b) notify the City that itdoes not agree with the grounds for rejection. !fLACMTAdoes not agree with
the grounds for rejection on the basis that such grounds would constitute a Betterment, Article _5'
b@e0Lermentsj of this Agreement shall apply,
99
1� I 1�1 1 W
C3 The City agrees that during the Final Design stage, it shall not raise any new issues, or make any comments,
which are inconsistent with its comments on earlier submittals, or with any changes already agreed to by the
City.
C 4 The City's approval of the Final Design for any Rearrangement will not be withheld if the submittal is consistenI
with the most recent earlier submittal for such Rearrangement, modified as appropriate to respond to the
City's Compliance Comments on such earlier submittal (to the extent such comments were made in
accordance with the provisions of this Agreement) and to reflect any subsequent changes agreed to by the
City and LACMTA.
I- oil ad- a 0
(a) within five Business Days of receiving a Notice from LACIVITA (or the relevant LACIVITA Contractor
(as applicable)) that the City failed to respond to a LACMTA Submittal within the relevant LACMTA
Submittal Review Period, the City fails to respond to such LACIVITA Submittal; or
(b) the City has notified LACIVITA (and the relevant LACIVITA Contractor (as applicable)) that it approves
such LACMTA Submittal.
EUS
Final: 09M1/2020
Way shall be performed in accordance with:
(a) in the case of any Rearrangements, the approved Final Design (including any changes agreed under
ofthis Agreement;
(b) all Governmental Approvals, Applicable Law and, subject to of this
Agreement, the City Standards;
(c) the schedule for such Construction work agreed under the relevant Work Order (if applicable) or
otherwise under the Project Schedule; and
(d) all other Construction requirements set out in this EXHIBIT 7 or otherwise underthe provisions of this
Agreement and any relevant Work Order (if app|ivah|e).
City Portion. If a change is required to an agreed haulage route, the Parties will negotiate in good faith to
agree such change.
4 INTERRUPTIONS
(a) The Parties acknowledge that certain components of the work in the City Portion will require
interruption of the City services. The Parties will agree a plan for any such interruptions and, subject
to City approval of the plan, the City consents to scheduled interruption of services deemed necessary
by LACIVITA. LACIVITA must provide the City prior Notice before the City services are interrupted.
(b) LACIVITA will notify affected parties, including residents, businesses, Council office, and other elected
officials in advance of scheduled interruptions and will cooperate with the City to minimize interruption
of the City services and resulting disruptions, provided that notification may be delayed where
LACIVITA is required to interrupt services in the event of emergency. Where the City determines that
Temporary Facilities are necessary and appropriate, LACIVITA shall accommodate this request.
5] General Requirements
(b) The City acknowledges that the Construction work to be performed by LACIVITA or the LACIVITA
Contractors within the City Rights -of -Way is intended to be performed progressively under multiple
contractual packages and the Construction Staging Plans described in thisg2�� may, therefore,
be prepared for each contractual package or for a portion of such Construction work.
M
Final: 09/11/2020
MEM
(i) the handling of vehicular and pedestrian traffic on streets adjacent to the Construction with
the Construction phasing showing street closures, detours, warning devices and other
pertinent information specified on the plan (worksite traffic control plans);
(i i) actions to maintain access to businesses adjacent to the Construction areas, as possible,
and actions to ensure safe access and circulation for pedestrians and vehicular traffic as
described in the worksite traffic control plans;
elements of public awareness as well as mechanisms to assist affected parties in complain!
resolutions.
(d) The City understands that LACMTA requires flexibility in the execution of Construction phasing and
traffic management planning during Construction, and agrees to impose only the minimum
requirements for traffic management planning and Construction sequencing that are necessary in
order to provide for public health and safety (including pedestrian and vehicular safety), and
functionality (including public and business access and circulation).
52 Specific Requirements — Street Lighting Systems
LACMTA or the LACMTA Contractors shall develop street lighting Construction Staging Plans, which shall
provide, among otherthings, for:
(a) the safety and security at night time of vehicular and pedestrian traffic on streets adjacent to
Construction, with the street lighting Construction Staging Plans showing street closures, detours,
lighting devices, circuit and power service connections, and other pertinent information; and
(b) lighting levels to maintain safe access to businesses adjacent to the Construction areas, and to
ensure safe circulation for pedestrian and vehicular traffic.
5.3 Specific Requirements — Traffic Management Plan
(a) LACMTA and the City may agree that a street, highway, bridge or other the City Rights -of -Way shall
be temporarily or permanently closed for the necessity and convenience of the WSAB Project. If
agreed to, a Traffic Management Plan must be developed and submitted by LACMTA or the LACMTA
Contractors, which shall provide, among other things, for worksite traffic control plans, traffic
circulation plans, and temporary traffic signal plans.
(c) The City's traffic department staff involved in the review and approval process shall facilitate the City's
internal approvals regarding peak hour exemptions, holiday moratoriums, changes to existing parking
restrictions in the work zone, night work, and noise variances,
5A Review and Implementation of Construction Staging Plans
(a) LACMTA (or the relevant LACMTA Contractor (as applicable)) must submit each Construction
Staging Plan to the City for review in accordance with EXHIBIT 6 (LACMTA as Review
Procedure).
(b) LACMTA (or the relevant LACMTA Contractor (as applicable)) may update a Construction Staging
Plan after it has been approved by the City and must promptly submit each updated Construction
Staging Plan to the City for review in accordance with EXHIBIT 6 ILACMTA SO&MMI R6V�w
WA
Final: 09/ 1C2020
M LACMTA must, and must ensure that the LACIVIT8 Contrectora, implement and comply with each
Construction Staging Plan which has been submitted to the City and which has been either approved
(or deemed approved) under
(m) The Parties acknowledge that the City has the duties of supervising, maintaining and controlling
stnoeta, highwoyu, and other the City Rights -of -Way. Accordingly, LACIVITA shall give the City ten
days' advance written Notice where Construction work is to be performed in the City Rights -of -Way.
(b) LACMlA and the LACIVITA Contractors shall take all appropriate actions to ensure safe performance
of the Construction work within the City Rights -of -Way. The City reserves the right to stop work if
public health and safety isorwill becomprised bysuch work.
M If LACMTA or a LACMTA Contractor fails to perform any Construction work within the City Rights -of -
Way in accordance with the Final Design and/or Construction Staging Plans approved (or deemed
approved) by the City under this Agreement then upon written Notice of the non-compliance from the
City, LACMTA must cure or must ensure that the LACIVITA Contractor cures, the non-compliance.
6,2 Traffic Control and Lighting
LACMTAmust provide the City prior Notice before conducting the Traffic Control and Lighting Work that will
result in an interruption to service of traffic control devices or lighting systems and LACIVITA shall cooperate
with the City 10minimize such interruption.
Construction of replacement conduit segments, inner ducts, and manholes that bypass the conflicting conduit
segments shall bedone prior 0urelocation ufthe communications cables. |naddition, relocation/installation
*mMk of communications cables that carry live production traffic shall be scheduled during a maintenance
window, in order to minimize system downtime and minimize the City network traffic disruption.
Upon notification ofaproposed temporary orpermanent street closure, the City, aarequested byLACMTA
shall initiate the appropriate proceedings and shall establish the necessary conditions for the closures.
Temporary Facilities may be necessary to facilitate Construction of the VV8AD Project (including
Rearrangements), LACMTA or its designee may use, without cost, lands owned or controlled by the City for
any Construction related purpose, including, but not limited to, the erection and use of Temporary Facilities
thereon, provided that, the City shall first approve in writing the availability, location and duration of the
Temporary Facilities, with the City's approval not to be unreasonably withheld, Upon completion ofthe related
Construction and LACIVITA'y determination that the Temporary Facilities no longer are needed. LACIVITA
aheU remove all Temporary Facilities and restore the area ea nearly oapracticable 0o its original condition
unless LACK8TAand the City agree 0osome other arrangement.
&2 City Facilities
|nthe event that Temporary Facilities are necessary to effect a Rearrangement being constructed by the City,
the City orits designee may use, without cost, lands owned orcontrolled byLACIVITAfor the purpose ofusing
or erecting Temporary Facilities thereon; provided that, LACMTA shall first approve in writing the availability,
43
Final: U9/ 112020
location and duration of the Temporary Facilities, Upon completion of the Rearrangement in its permanent
|ooation, the City shall remove all Temporary Facilities and restore the area as nearly uapracticable 10 its
original condition unless the City and LACMTAagree 0usome other arrangement,
phorhoonyoummenoemanofundargmundwmrkbyedherPady.an^Undergmund8emicaAlert"uhaUbe
notified in accordance with California law by such Party or its contractor,
All Construction work performed by the City or City Contractors pursuant to this Agreement shall comply with
the environmental controls established by LACMTA in the LACIVITAContracts. including construction noise
and vibration control, pollution controls, archaeological coordination and paleontological coordination,
The Parties may agree 0usalvage certain materials belonging 10 the City during the course of ReananAememL
If materials belonging to the City are to be reused, LACIVITA's contractor shall exercise reasonable care in
removal and storage of such manaho!o. Materials shall be inspected and stored until such time as the
progress of work allows the reinstallation of such materials. Materials that are not to be reused in e
Rearrangement, but which the City desires to reclaim, may be recovered by the City staff within an agreed
time frame or shall be delivered by LACIVITA0o a |ooe8un proximate to the salvage site and suitable to the
City. Subject to acceptance by L8CMTA, if materials removed by LACMTA are not reused and are not
desired bythe City, such materials shall become the property nfLACK0TA.
1Z AS -BUILT DRAWINGS
121 LACMTAand the City shall each maintain a set mf"am-built'plans ofRearrangements performed byLACMl7\
and the Chy, naap*udv*ly. during Construction, Red line mark-ups for temporary lighting eyetemm, traffic
signal systems, and other the City Facilities shall be submitted to the City and LACIVITA within 1OBusiness
Days after completion of Construction. All Design changes ohmU be documented on RF|/RFC forms. Upon
completion of the Rearrangement work, the Party that performed the work shall furnish the other Party with
reproducible ''as-bui|t'drawings showing all Replacement Facilities installed by the performing Party, within
60Business Days after completion ufsuch work for each set ufplans.
12.2 LACIVITA and the City agree to provide the other with electronic files and full size paper hard copies of those
final contract documents that they have prepared, or caused to be prepared, to govern the Construction of a
given Rearrangement by their respective contractor so that each Party may compile a complete set of contract
documents. Each Party shall prepare or cause to be prepared the contract documents for which it is
responsible,
44
Final: U9/ 1C2020
t INSPECTION DURING CONSTRUCTION
1,1 Each Party shall give the other Party at least ten days' Notice prior to commencing e Rearrangement for
which it is responsible to enable such other Party to make arrangements for inspection of such work.
1,2 Any Construction of Rearrangements performed by LACIVITA (directly or through the LACIVITA Contractors)
under this Agreement shall besubject tuinspection and final acceptance bythe City provided that any such
inspection carried out by the City shall be solely for the purposes of assessing whether the Construction work
conforms with, subject ha this Agreement, the City Standards. Such inspection
services shall be authorized by LACIVIT8 under oWork Order issued in accordance
Orders) ofthis Agreement. If City inspection services are authorized under a Work Order, the City shall:
(m) provide inspectors mtLACIVITA'scost aeneeded tncomply with the schedule for such inspections set
out inthe Work Ordu�
(b) cooperate and coordinate with the LACIVITA Representative and the LACIVITA Contractors to observe
and inspect any Rearrangements or new City Facilities so that upon completion of Construction, the
City will have abasis for acceptance ofthe work;
(o) ensure that all City inspectors submit copies of daily written inspection reports to LACIVIT8. each
within 48hours after such inopection�and
(d) remove and replace any inspector five Business Days after LACIVITA's reasonable written request.
13 Any Construction nmdh performed by the City or City Contractor pursuant 10 e Work Order agreed under
the provisions of this Agreement shall be subject to LACIVITA inspection and final acceptance,
1,4 If, in carrying out an inapmobon, a Party identifies Non -conforming VVodk. the Party must provide the other
Party with immediate Notice with detailed reasons (and in any event, no later than 24 hours from discovery).
The Party that performed the relevant work must rectify any Non -conforming Work.
1^5 The City ohe|| not have any inspection rights with respect to any structures or physical elements that are
owned and maintained by LACIVITA, a LACIVITA Contractor, or a tenant or licensee of LACMTA.
2^ ACCEPTANCE PROCEDURE
2.1 Promptly following completion of any Rearrangement, the Party that performed the Construction shall notify
the other Party that the Rearrangement isready for final inspection.
22 The final inspection shall be carried out within seven Business Days of receipt of a Notice under
[Agj2Mtance Procedure) and within three Business Days of the completion of the final inopection, the
inepecdngPa�ysha||nodthe other Party ufany Non -conforming Work. |fnoNotice ioreceived, the relevant
work will be deemed accepted by the inspecting Party'
2.3 The City shall accept all Rearrangements that are inconformance with the City Standards.
3. INDEPENDENT ENGINEER
The City acknowledges and agrees that LACIVITAmay delegate its inspection and acceptance rights under
this EXHIBIT 8 to an independent engineer appointed under the terms of any LACMTA Contract,
19
Final: 09/ Y/202D
1 PRIMARY RESPONSIBILITIES
LACMTA (directly or through the LACMTA Contractors, including in particular the P3 Developer) will be
responsible for the operation and maintenance of the WSAB Project including the City Portion (and including
maintenance of any low impact development water and storm drain mitigation measures constructed outside
of the City Rights -of -Way as part of the WSAB Project and on the Project Site or otherwise on a Metro -owned
right of way).
(e) the maintenance of all City Facilities within the City Rights -of -Way including trees, gutters, sidewalks,
rampo, obreets, roudwoyu, uU|itiea, vouNo, pull boxes, lights, signals. City loope, striping. eignoge.
irrigation, bio swales and landscape;
(c) maintenance of all low impact development water and storm drain mitigation measures constructed
within the City Rights'f-VVay,
2 TRAFFIC SIGNALS
With respect toits responsibility for the operation of the traffic signal system within the jurisdiction and control
ofthe City, the City shall work cooperatively with LACMTAtofacilitate the safe and efficient operation ufthe
City Portion, The City shall not modify the traffic signal model controller software on the City Portion without
notification to and coordination with LACMTA.
LACMTA shall obtain appropriate permits from the City when performing maintenance work on or near the
City streets and conform to all of the City's permitting requirements for the submittal, review, and approval of
temporary traffic control p|ano, use ofpublic hgh1o*f-way, or any other activity requiring e permit orlicense
in accordance with the City Use of Public Property Permit Process and Application and Requirements For
Traffic Control Plans. All traffic control devices shall conform to accepted City practices and shall be installed
and maintained in accordance to the California Manual on Uniform Traffic Control Devices, All City staff costs
incurred for permitting such work shall be reimbursed by LACMTA through the Work Order process set forth
inthis Agreement.
In the event the City enters into econtract with private utility companies such as Southern California Edison
Yor1heprovision ufelectricity ond/orth*applicable waterdistrictfurtheprovision ofwater supply inconnection
with theVVGAB PnVeot. LACMTA shall similarly procure separate license and cooperative agreements with
such private uti|i§eo. Further, if the City owns and operates its own "power" department and the VVGAB
Project draws electricity from this ouurce, then such agreements shall include a "power restoration" priority
provision regarding outages resulting from emergencies whereby the VV8AB Project and future operations
shall beprovided with the highest level priority consistent with other state-wide designated essential facilities,
Et.
Final: 09/11/2020
Part A: Form 60
Name of Offeror/Contractor/Utility Company (Name of
Scope of Work/Deliverable (provide expanded
Preparer):
description on Form 60 page 2)
Home office address
Division(s) and Locations where Work is to be performed
LACMTA Solicitation/Proposal/Contract
Number/Work Order/Change Notice and/or
Change
Order Reference Number(s):
NOTE: Falculations of cost elements link additional
sheets to this summaage,
I,
Direct Labor
tit. -Rate Per Est. Cost
TOTAL
Hours Hour
2,
0.00 $0.00 KOO
3,
0,00 $0.00 $0.00
4,
0100 $0,00 $0.00
5.
TOTAL DIRECT LABOR HOURS
0.00 TOTAL DIRECT -LABOR
-1-0-.00
6,
Labor Overhead (O/H)
O/H Rate x Base Est. Cost
7,
1 0% $0.00
I.
TOTAL LABOR OVERHEAD
$0.00
9.
i Direct Material
Est. Cost
10.
a. Purchase Parts
$0.00
11,
b. Subcontracted items
$0.00
12.
c.§tj �e
$0.00
13.
TOTAL
DIRECTMATERIAL$0.00_
14.
Eguipmenu
Unit Cost- 7
Est. Cost
15.
$0.00
$0.00
16.
$0,0
17,
TOTAL EQUIPMENT
$0.00
18.
Subcontractors*
Est. Cost
19.
$0,00
20.
$0.00
21.
$0.00
22.
TOTAL SUBCONTRACTORS
$0.00
23,
TOTAL BURDENED COST (add Ines 6, 8,13,117and
0.00
24,
Other Direct Costs
Est. Cost
25,
$0,00
26.
$0.00
27,
$0,00
13,
TOTAL OTHER DIRECT COSTS
$0.00
29.
Travel
Est. Cost
30,
a. Transportation
$0,00
Diem or Subsistence
$0,00
32
TOTAL TRAVEL
$0.00
33
General and Administrative
Rate % % x Line 23
Expense
34,
0% $0,00
35,
TOTAL GENERAL AND ADMINISTRATIVE EXPENSE
$0.00
36,
TOTAL ESTIMATED COSTS (Total Lines 23, 28, 32 and 35)
$0.00
37.
Profit/Fee Total Labor and
Rate % % x Total Labor and Overhead I
Overhead
38,
0% $0.00
TOTAL
L FEE
$0.0
40.
TOTAL ESTIMATED PRICE (Total of Lines 36 and jt_L
$0.00
47
12MI111111H
NW�� Milestones/Tasks $0 1 '00
$0,00
$0.00
Attach Form 60 for all proposed subcontractors performing work under Form 60 Prime Contractor where
applicable. Transfer Est. Cost to this Section.
46Fill in applicable secti jn�yl
47 Has any Agency of the United States Government, State government, local public agency or the Los Angeles
County Metropolitan Transportation Authority (LACMTA) performed any review of your account or records,
overhead rates and general and administrative rates in connection with any public prime contract or subcontract
within the past twelve months? Yes No If yes, when? Reference Contract No.
48.a. Agency Name/Address to contact[Telephone Number
49. As required by LACMTA, firms not audited, as described above, shall submit financial data and calculations in
sufficient s
50. The proposal reflects our estimates and/or actual costs as of the date and by submitting this proposal,
Proposer/Consultant grants to LACIVITA Contracting Officer and authorized representative(s) the right to
examine, at any time before award, those records, which include books, documents, accounting procedures and
practices, and other supporting data, regardless of type and form or whether such supporting information is
specifically referenced or included in the proposal as the basis for pricing, that will permit an adequate evaluation
of such cost or pricing data, along with the computations and projections used therein, for the purpose of verifying
the cost or pricing data submitted. This right may also be exercised in connection with any
of s uch cost 0 r p nci n g d
he n data
ata a s u b it
ss 1 0 n s ri 0 r t cost or p nci
ne otiations/discussions rior to contract award or execution of contract modification.
I I is 51CERTIFICATE
The labor rates and overhead costs are current and other estimated costs have been determined by generally
accepted accounting principles. Proposer/Consultant represents: (a) that it has , has not , employed or
retained any company or person (other than a full time bona fide employee working solely for the
Proposer/Consultant) to solicit or secure a contract, and (b) that it has , has not , paid or agreed to pay to any
company or person (other than a full time bona fide employee working solely for the Proposer/Consultant) any
fee, commission, percentage or brokerage fee, contingent upon or resulting from the award of this contract, and
agrees to information relating to (a) and (b) above, as requested by the Contracting Officer,
lg��ICATE OF CURRENT COST OR PRICING DATA
This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as dOned 'in Sec�on 2 ' 101
of the Federal Acquisition Regulations (FAR) and required under subsection 15,403-4) submitted, either actually
or by specific identification in writing, to LACIVITA's Contracting Officer or to LACIVITA's Contracting Officer's
representative in support of * are accurate, complete and current as of
certification includes the cost or pricing data supporting any advance
agreements and forward pricing rate agreements between the Proposer/Consultant/Contractor and LACIVITA that
are a part of the proposal,
ppo resents our best estimates and/or actual costs as of this date.
54, Type Name and Title of Authorized Represen !2 ignature
55. Identify the proposal, quotation, request for price adjustment, or other submission involved,
giving appropriate identifying number (e.g, Information For Bid No., Work Order No., Request
for Proposal No.,.Pha nae_ Order NoModification No.,
Insert the day, month and year when price negotiations were concluded and price
_qqreementwas reached,
*** Insert the day, month and year of signing (i.e,, When price negotiations were concluded
"and mutual agreement was reached on contract price).
I-F orm 60 Attachments JApglicable if Box is checked)
Scope of Work Expanded Description for which Cost Estimate is based on:
Final: 09/11/2020
4—T,
Schedule in which Scope of Work is based on:
2
3
4
Non -Disclosure Agreement (NDA) Provisions as noted in Master Cooperative Agreement (MCA) Exhibit B
is a2plicable which the follow�n_ Form 60-sgecific items:
I
2
3
4
Track Allocation Request for Metro active rail right-of-way encroachment is anticipated per stated Scope of
Work. The followin information is rovided in advance to facilitate final Metro TAR a royal:
1
2
3
4
FORM 60 IS SIGNED AND EXECUTED WITH THE FOLLOWING ADDITIONAL ASSUMPTIONS:
1 CITY AS -BUILT RESEARCH BY CITY FOR METRO PROJECTS IN THE PLANNING PHASE SHALL BE
TREATED AS PART OF LABOR OVERHEAD PORTION OF COST
M
Fina|:O9/11C2O2O
Part B: LACIVITA"Potential Notice of Betterment" Form
The Word file of the latest version of this form is available upon request from LACMTAa assigned Third Party
Administration (TPA)Representative.
A!ternaUve|y, a written memorandum on Qty'a letterhead may be submitted to the TPA Representative with the
following required information:
1. Scope: Describe in detail with reference to applicable sections of this Master Cooperative Agreement, City
Standards, and Applicable Law including any relevant codes.
Mute the following common reasons for denial:
(a) Scope ianot per agreed City Standards urolegal requirement.
(b) Scope added after establishment ofthe applicable Basis ofDesign.
(u) Scope ianot endorsed byLACMTAeumVVGABProject requirement.
(d) Scope ionot identified inthe BRoramendments.
2. Detailed Justification: Why does City believe the scope is not o Betterment? Cite specific prior cases,
exceptions under Applicable Law including any relevant codes, project -specific reasons, etc.
3 Cost Estimate: Use Metro Form §O to provide a detailed cost breakdown as proposed for the Betterment in
question.
4. City's Agreement: City agrees that scope is a Betterment and provides separate funding. The source of funds
must be specified, City approved financial documents supporting validity and timing of funds must be provided,
and a determination regarding whether City will commit to provide adequate front funding for cash -flow must
be made.
5. Signatures: The form shall provide a signature block with 2 signatures from City Representatives agreeing to
the information provided.
tL LACMTA Signatures: The form signature block area shall provide for LACMTA to countersign with 2 LACMTA
Representative signatures with nhedhbuxoaindicating whether the Betterment proposal iedenied orapproved,
REG
Final: 09/ 1/2020
The City shall comply with all financial record keeping, reporting and such other requirements asmay be
imposed as a condition to or requirement of funding obtained by LACIVITH from third parties (provided that
LACIVIT8 gives reasonable Notice of such requirements to the City). The City shall permit the authorized
representatives of LACIVITA, the U.S, Department of Transportation, the Comptroller General of the United
States, any other government agency, and/or financial institution providing funding or oversight on the WSAB
Project to inapect, audit and nupy, during nunna| business hours and upon reasonable notioe, all cost and
other relevant records relating to performance by the City, its contractors and subcontractors under any Work
Order issued to the City for the VVSAB Project or Rearrangements of the City Facilities na|o1ed 1heneto, from
the date of this Agreement through and until not less than three years after the date of termination or expiration
of this Agreement, except (a) in the event of litigation or settlement of claims arising from performance of this
Agnaement, in which case records shall bemaintained until the disposition ofall such |irigobon, app*a|a,
claims or exceptions related thereto, and (b) such later date as is required by the rules and regulations of any
such government agency or financial institution (provided LACWYTA gives reasonable Notice of such later
date tothe Qty), Examination of a document or record on one occasion shall not preclude further examination
of such document or record on subsequent occasions. By providing any ofits records for examination
pursuant tuthis the City represents and warrants that such records are accurate and complete,
The City further agrees to permit the Federal Transit Administration and its contnuu1um anmaea to sites of
performance under this Agreement as reasonably may be required. The City shall insert into any contracts
itenters into for the performance uf work hereunder the above requirements and also aclause requiring the
contractors (or consultants) to include the above requirements in any subcontracts or purchase orders, In
the case of such oontnactom, oonsu!1unts, subcontractors and mupp|iano, any records subject to the above
requirements shall include, without limitation, any relevant records as to which a tax privilege might otherwise
be asserted.
No members of or delegates to the Congress of the United States shall be admitted to any share or part of
this Agreement ortoany benefit arising therefrom.
No member, officer or employee ofLACIVITA. ornfa local public bndy, during his or her tenure orfor one
year thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds theremf. To
LACIVITA's and the City's knowledge, no board member, officer or employee of LACMTA has any interest,
whether contractual, non -contractual, financial or otherwise in this transaction, or in the business of the City;
and if any such interest comes to the knowledge of either Party at any time, a full and complete disclosure of
all such information will be made in writing to the other Party, even if such interest would not be considered
a conflict under Article 4 of Division 4 (commencing with Section 1090) or Division 4,5 (commencing with
Section 3O8O)ofthe Government Code ofthe State ufCalifornia.
|nconnection with the performance ofthis Agreement, the Parties shall not discriminate against any employee
orapplicant for employment because of age, race, re|iQion, color, aex, sexual ohentaUun, national origin or
disability. The Parties ehoU take affirmative action to ensure that applicants are emp|oymd, and that
employees are treated during their employment, without regard to their age, race, religion, color, sex, sexual
ohentudon, national uhQin, or disability. Such action shall ino|ude, but not be limited to the following:
employment, up8rading, demotion or transfer; recruitment or recruitment advertising; layoff ortermination;
rates of pay or other forms of compensation; and selection for training, including apprenticeship.
M
Final: 09M1/2020
and will use its best efforts to ensure that disadvantaged business enterprises shall have the maximurr.
practicable opportunity to compete for subcontract work under this Agreement.
This Agreement and all amendments thereto are subject to U.S. Department of Transportation, Federal
Transit Administration review and approval,
NON-DISCRIMINATION
Without limiting any other provision ofthis EXHIBIT 11, the City agrees tocomply, and \ocause all ofits
contractors who work on projects subject to this Agreement to comply, with all applicable non-discrimination
laws, rules and regulations, whether imposed by federal, state or local authority.
BUY AMER|CA
53230) and 49 CFR Part 661 et seq., which provide that federal funds may not be obligated unless steel, iron,
has been granted by FTA or the product is subject to a general waiver. If the City performs any City
Construction Work under a Work Order, the City shall incovorate the Bw America conditions set forth in
?nd shall enforce such conditions.
52