R 3417
RESOLUTION NO. 3417
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ARROYO GRANDE APPROVING MASTER AGREEMENT,
ADMINISTERING AGENCY-5TA TE AGREEMENT FOR
STATE FUNDED PROJECTS NO. 000199
WHEREAS, the Legislature of the State of California has enacted legislation by which
certain State funds are made available for use on local transportation facilities; and,
WHEREAS, the State is required to enter into an agreement with the Administering Agency
to delineate those certain obligations placed upon the Administering Agency relative to
State funding; and,
WHEREAS, the City of Arroyo Grande is eligible to receive State funds through the State
Transportation Improvement Program (STIP) funds; and,
WHEREAS, the City and the State desire to enter into Master Agreement, Administering
Agency-State Agreement for State Funded Projects No. 000199.
NOW, THEREFORE, BE IT RESOLVED, the City Council of the City of Arroyo Grande
hereby:
1. Approves Exhibit "A" attached, entitled "Master Agreement, Administering Agency-
State Agreement for State Funded Projects No. 000199",
2. Appoints the Mayor as the official representative authorized to sign Master
Agreement, Administering Agency-State Agreement for State Funded Projects No.
000199.
On motion of Council Member Tolley, seconded by Council Member Runels, and on the
following roll call vote, to wit:
AYES: Council Members Tolley, Runels, Dickens, Ferrara, and Mayor Lady
NOES: None
ABSENT: None
the foregoing Resolution was passed and adopted this 14th day of December 1999.
RESOLUTION NO. 3417
PAGE 2
M~i:~YOR
ATTEST:
V.JifliOl
ORE, DIRECTOR OF ADMINISTRATIVE SERVICESI
DEPUTY CITY CLERK
.
APPROVED AS TO CONTENT:
tlUIL. ~
ROBERT L. HUNT, CITY MANAGER
APPROVED AS TO FORM:
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MASTER AGREEMENT
ADMINISTERING AGENCY - STATE AGREEMENT
FOR
STA TE FUNDED PROJECTS
District 05
Agreement No. 000199
City of Arroyo Grande
Adminstering Agency
THIS AGREEMENT, made effective this Z- n1ay of A~\A~t , 1999, is by and
between the City of Arroyo Grande, a city, county, or other public entity, hereinafter referred to
as 'ADMINISTERING AGENCY,' the State of California, acting by and through its Department
of Transportation, herinafter referred to as 'ST ATE.'
WITNESSETH
WHEREAS, the Legislature of the State of California has enacted legislation by which
certain State funds are made available for use on local transportation facilities and
ADMINISTERING AGENCY has applied to the California Transportation Commission (CTC)
and/or STATE for funding from the State Transportation Improvement Program (STIP) or other
programs as defined in the Local Assistance Program Guidelines for use on those local
transportation facilities as local administered PROJECT(s), hereinafter referred to as
"PROJECT"; and
WHEREAS, as provided by STATE policy, said PROJECT will not receive any federal
funds; and
WHEREAS, STATE is required to enter into an AGREEMENT with ADMINISTERING
AGENCY to delineate those certain obligations placed upon ADMINISTERING AGENCY
relative to said State funding and the prosecution of said PROJECT by ADMINISTERING
AGENCY.
NOW, THEREFORE, the parties agree as follows:
ARTICLE I - PROJECT ADMINISTRATION
1. This AGREEMENT shall have no force or effect with respect to any programmed
PROJECT unless and until a PROJECT-specific program supplement, adopting the terms of this
AGREEMENT, hereinafter referred to as "PROGRAM SUPPLEMENT," has been fully executed
by the parties.
2. The Financial commitment of STATE funds will occur only following the execution of
this AGREEMENT and the subsequest execution of each applicable PROJECT-specific
PROGRAM SUPPLEMENT.
3. ADMINISTERING AGENCY further agrees, as a condition to the release and payment of
State funds encumbered to the PROJECT described in the PROGRAM SUPPLEMENT, to
comply with the terms of this AGREEMENT and all of the agreed-upon Special Covenants and
Conditions attached to or made a part of the PROGRAM SUPPLEMENT, identifying and
defining the nature of that specific PROJECT.
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4. The PROGRAM SUPPLEMENT shall designate the ADMINISTERING AGENCY
responsible for implementing the various phases of the PROJECT, the State funding program,
and the matching funds to be provided by ADMINISTERING AGENCY and/or STATE.
Adoption and execution of the PROGRAM SUPPLEMENT by ADMINISTERING AGENCY
and STATE, incorporating the terms and conditions of this AGREEMENT into the PROGRAM
SUPPLEMENT as though fully set forth therein, shall be sufficient to bind the
ADMINISTERING AGENCY to these terms and conditions when performing the PROJECT.
Unless otherwise expressly delegated in a resolution by the ADMINISTERING AGENCY'S
governing body and concurred in by STATE, the PROGRAM SUPPLEMENT shall be managed
by the ADMINISTERING AGENCY'S governing body.
5. PROJECT shall be acquired, designed, and constructed as required in..theLocal
Assistance Program Guidelines, such other ST A TE procedures as are. identified in the
PROGRAM SUPPLEMENT, and as is specified in this AGREEMENT.
6. Unless otherwise provided in the PROGRAM SUPPLEMENT, the ADMINISTERING
AGENCY shall advertise, award, and administer the PROJECT construction contract or
contracts.
7. The estimated cost and scope of PROJECT will be. as described in ,the ,PROGRAM
SUPPLEMENT and State funding participation is limited to the amounts "established by cST ATE.
A contract for an amount in excess of said approved estimate may be awarded-and expenditures
may exceed said estimate provided ADMINISTERING AGENCY provides the necessary
additional funding or a PROJECT cost increase in State funding is first requested by 1
ADMINISTERING AGENCY and is approved by ST A TEin the form of an amended
PROGRAM SUPPLEMENT or a STATE approved encumbrance document adding or deleting
PROJECT funds.
8. Subsequent to the inclusion of the PROJECT in a plan or program approved by STATE
and the ADMINISTERING AGENCY entering into this AGREEMENT and the PROJECT
specific PROGRAM SUPPLEMENT, the ADMINISTERING AGENCY may request and
receive payment for eligible work as follows:
(a) STATE will reimburse the STATE's share of eligible participating PROJECT costs
monthly in arrears upon ADMINISTERING AGENCY'S submittal of signed acceptable
monthly progress pay invoices (in duplicate) for expenditures actually made by
ADMINISTERING AGENCY.
(b) If PROJECT involves work on the STATE highway system, that PROJECT shall also
be the subject of separate standard forms of STATE issued encroachment permits issued to
ADMINISTERING AGENCY and any contractors and, where appropriate, an executed
cooperative agreement between STATE and ADMINISTERING AGENCY to determine how
PROJECT is to be acquired, designed, or constructed and to establish ownership and future
maintenance obligations.
(c) State funds will not participate in any portion of PROJECT work performed in
advance of either the effective date of the executed PROGRAM SUPPLEMENT for said
PROJECT or the effective date of this AGREEMENT.
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9. The total of all ADMINISTERING AGENCY invoices (submitted monthly or quarterly in
arrears) for reimbursement of participating PROJECT costs, including all required
ADMINISTERING AGENCY matching funds, must not exceed the actual total allowable
PROJECT costs, including, but not limited to, all completed preliminary engineering work, right
of way acquisition, design and construction included within the PROJECT description contained
in the PROGRAM SUPPLEMENT.
10. Invoices shall be submitted on ADMINISTERING AGENCY letterhead and shall
reference this AGREEMENT number, PROJECT number, and progress billing number for the
PROJECT, and shall be formatted and costs reported in accordance with the ,current version of
Chapter 5, "Accounting/Invoices," of the Local Assistance Procedures_Manual . published by
STATE.
11. STATE programmed amounts may be increased to cover PROJECT cost.jncreases only if
such funds are available, STATE concurs with that proposed increase, and STATE executes an
amending PROGRAM SUPPLEMENT or a STATE approved encumbrance document
encumbering those funds.
12. When additional State funds are not available, the ADMINISTERING ,AGENCY agrees
that the payment of State funds will be limited to the amounts approved in.the..PROGRAM
SUPPLEMENT, and agrees that any increases in PROJECT costs must be defrayed with
ADMINISTERING AGENCY funds.
13. The legislature of the State of California and the Governor of the State. of California, each
within their respective jurisdictions, have prescribed certain employment practices with respect I
to contract and other work financed with State funds. ADMINISTERINGAGENGY:shalLensure 1
that work performed under this AGREEMENT is done in conformance with the rules and
regulations embodying such requirements where they are applicable.
14. ADMINISTERING AGENCY and its subcontractors shall establish and maintain an
accounting system conforming to Generally Accepted Accounting Principles (GAAP) to support
reimbursement payment vouchers or invoices which segregate and accumulate costs of
PROJECT work elements and produce monthly reports which clearly identify reimbursable costs,
matching costs, and other expenditures by ADMINISTERING AGENCY.
15. After completion of all work under this AGREEMENT, and after all PROJECT costs are
known, ADMINISTERING AGENCY shall contract for a financial audit of PROJECT costs if
those costs are in excess of $300,000. This Audit, to be accomplished at the ADMINISTERING
AGENCY'S expense, may be done on an individual PROJECT basis, or PROJECT may be
included in the ADMINISTERING AGENCY'S annual Single Audit. If an individual audit of
PROJECT is done, the auditor must prepare a Final Audit Report. If ADMINISTERING
AGENCY chooses the Single Audit option, an audit report is required for the State funding
share. This report should be prepared in accordance with the guidelines set forth in OMB
Circular A-B3. Compliance testing performed for this audit should determine whether the
ADMINISTERING AGENCY has a system that is adequate to accumulate and segregate
reasonable, allowable and allocable costs to assure that:
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(a) Reimbursement claims submitted to STATE for the PROJECT are supported by
payment vouchers and canceled checks.
(b) Charges for the various categories of eligible PROJECT costs incurred by the
ADMINISTERING AGENCY are fully supported and recorded in the ADMINISTERING
AGENCY'S accounting records in accordance with generally accepted accounting principles.
(c) The ADMINISTERING AGENCY complied with CFR 49 Part 18, Uniform
Administrative Requirements for State and Local Governments and OMB A-87, Cost Principles
for State and Local Governments. Any instances of noncompliance or costs determined
ineligible in accordance with these regulations but claimed for reimbursement should be
identified and set forth in the auditor's report.
16. ADMINISTERING AGENCY and all subcontractors shall comply :with : the Uniform
Administrative Requirements for State and Local Governments set forth in the Code oEFederal
Regulations, Title 49, Part 18. In addition, the ADMINISTERING AGENCY agrees to comply
with the cost principles and procedures set forth in Office of Management and Budget Circular
A-87. The ADMINISTERING AGENCY agrees that a reference to either Office of Management
and Budget Circular A-87 or the Code of Federal Regulations, Title 49, Chapter 1, Part 31,
whichever is applicable and the code of Federal Regulations, Title 49,PartJ.8,will:bedncluded
in any subcontracts entered into as a result of this AGREEMENT.
17. The "State Report of Expenditures" must be completed by ADMINISTERING AGENCY
within one hundred eighty (180) days of PROJECT completion in the format described for State
funded projects in Chapter 17, "Project Completion" of the Local Assistance Procedures
Manual. The Final Invoice must be submitted with the "State Report of Expenditures". The
Audit 'must be. completed by the December 30th following the fiscal'-year-'of PROIECT.
completion. Project completion is defined as when all work identified in the approved
PROJECT Application and PROGRAM SUPPLEMENT has been completed and final costs are
known. The report documents (State Report of Expenditures and Final Audit Report) will be
sent to the appropriate STATE office. Failure to comply with these reporting requirements may
result in the withholding of future allocations for other projects.
18. STATE reserves the right to conduct technical and financial audits if it is determined to
be necessary. After any financial audit, ADMINISTERING AGENCY shall promptly refund any
excess State funds erroneously reimbursed to ADMINISTERING AGENCY.
19. Should ADMINISTERING AGENCY fail to refund all moneys due STATE as provided
hereunder or should ADMINISTERING AGENCY breach this AGREEMENT by failing to
complete PROJECT, then, within thirty (30) days of demand, or within such other period as may
be agreed to in writing between the parties hereto, STATE, acting through the State Controller,
the State Treasurer, the California Transportation Commission (CTC), or any other public
agency, may withhold or demand a transfer of an amount equal to the PROJECT amount paid by
STATE from future apportionments or any other funds due ADMINISTERING AGENCY from
the Highway Users Tax Fund or any other funds and/or may withhold approval of future
ADMINISTERING AGENCY projects.
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20. When PROJECT is not on the STATE highway system but includes work to be performed
by a railroad, the contract for such work shall be prepared and administered by
ADMINISTERING AGENCY or by STATE, as the parties may hereafter agree. In either event,
ADMINISTERING AGENCY shall enter into an AGREEMENT with the railroad providing for
future maintenance of protective devices or other facilities installed or constructed under that
contract.
ARTICLE II - ENGINEERING
1. "Project Development Costs" includes all preliminary work up to contract award for
construction and directly related to the PROJECT, including, but notIimitedtoj:.environmental
studies, preliminary surveys al}d reports, laboratory work, soil investigation, preparation of plans,
specifications and estimates, advertising for bids, awarding contract, as . well as . Project
Development Contract Administration.
2. "Construction Engineering" eligible costs include actual inspection and supervision of
construction work, construction staking, laboratory and fieldJesting;.preparation.and"processing
of field reports, and records, estimates, final reports, and allowable . expenses of
employees/consultants engaged in such activities.
3. Unless the parties shall otherwise agree in writing, ADMINISTERING AGENCY'S
employees or its subcontractor engineering consultant shall be responsible for all PROJECT
engineering work. When construction engineering is performed by STATE, charges by STATE
invoiced to ADMINISTERING AGENCY shall include an assessment on direct labor costs in
'accordance with Section 8755.1 of the State Administrative Manual. The 'portion 'ofsuch
STATE charges not contractually absorbed by STATE shall be paid from PROJECT or other
funds of ADMINISTERING AGENCY.
4. No reimbursable or matching costs incurred by ADMINISTERING AGENCY in the
period prior to the effective date of this AGREEMENT or a later date specified in a PROGRAM
SUPPLEMENT are allowable by STATE.
ARTICLE III - RIGHT -OF- WAY
1. All related rights-of-way as are necessary for the construction of PROJECT shall be
acquired by ADMINISTERING AGENCY, and no contract for construction of PROJECT or any
portion thereof shall be advertised until those necessary rights-of-way have been secured.
2. The furnishing of rights-of-way as provided for herein includes, and is limited to, the
following, unless the PROGRAM SUPPLEMENT provides otherwise:
(a) expenditures to purchase all real property required for PROJECT free and clear of
liens, conflicting easements, obstructions and encumbrances, after crediting PROJECT with the
fair market value of any excess property retained and not disposed of by ADMINISTERING
AGENCY.
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(b) the payment o.f damages to. real property no.t actually taken but injurio.usly affected
by the propo.sed improvement
(c) the Co.st o.f relo.cating o.wners and o.ccupants pursuant to. Go.vernment Co.de
Sectio.ns 7260-7277
(d) the Co.st o.f demo.litio.n and sales o.f all improvements o.n the right o.f way
(e) the Co.st o.f all unavo.idable utility relo.catio.n, protectio.n o.r remo.val
(f) the Co.st o.f all necessary hazardo.us material and hazardo.uswaste clean up fo.r
which ADMINISTERING AGENCY is no.t respo.nsibleand .the actual ..generato.r .canno.t be
identified o.r reco.very made.
3. Sho.uld ADMINISTERING AGENCY, in acquiring right-o.f-way fo.r PROJECT, displace
an individual, family, business, fann o.peratio.n o.r no.nprofit o.rganizatio.n, the ADMINISTERING
AGENCY shall provide relo.catio.n payments and services as required by Califo.rniaGovernment
Co.de, Sectio.ns 7260-7277.
4. State funds will no.t participate in any PROJECT Co.sts arising cut o.f'delays to. 1
co.nstructio.n o.r demo.litio.n co.ntracto.r's o.rderly prosecutio.n o.fthe wo.rk because utilities .have no.t
been timely remo.ved o.r relo.cated o.r due to. the unavailability o.f rights-o.f-way.
I
5. If any protectio.n, relo.catio.n o.r remo.val o.f utilities is required within STATE'S 1
right-o.f-way, such wo.rkshall. be perfo.nned inacco.rdance .with STATHpo.1:icy:.and"pr:ocedure.
ADMINISTERING AGENCY shall require any utility co.mpany perfo.nning relocatio.n wo.rk in
the STATE'S right-o.f-way to. o.btain a STATE Encroachment Pennit prio.r to. the perfo.nnance o.f
said relo.catio.n wo.rk. Any relo.cated utilities shall be co.rrectly lo.cated and identified o.n the
PROJECT as-built plans.
ARTICLE IV - MISCELLANEOUS PROVISIONS
1. The Co.st o.f security, protectio.n, o.r maintenance perfo.nned by ADMINISTERING
AGENCY o.r co.ntractor fo.rces during any tempo.rary suspensio.n o.f the wo.rk o.r at any o.ther time
may no.t be charged to. the PROJECT.
2. Neither STATE no.r any o.fficer o.r emplo.yee thereo.f shall be respo.nsible fo.r any damage
o.r liability o.ccurring by reaso.n o.f anything do.ne o.r o.mitted to. be do.ne by ADMINISTERING
AGENCY under or in co.nnectio.n with any wo.rk, autho.rity, o.r jurisdictio.n delegated to.
ADMINISTERING AGENCY under this AGREEMENT. It is also. understood and agreed that,
pursuant to. Go.vernment Co.de Sectio.n 895.4, ADMINISTERING AGENCY shall fully defend,
indemnify and ho.ld STATE, its o.fficers and emplo.yees harmless fro.m any liability impo.sed for
injury (as defined be Go.vernment Co.de Sectio.n 810.8) o.ccurring by reaso.n o.f anything do.ne o.r
o.mitted to. be do.ne by ADMINISTERING AGENCY under o.r in co.nnectio.n with any wo.rk,
autho.rity, o.r jurisdictio.n delegated to. ADMINISTERING AGENCY under this AGREEMENT.
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3. Neither ADMINISTERING AGENCY nor any officer or employee thereof, shall be
responsible for any damage or liability occurring by reasons of anything done or omitted to be
done by STATE under or in connection with any work, authority, or jurisdiction delegated to
STATE under this AGREEMENT. It is also understood and agreed that pursuant to Government
Code Section 895.4, STATE shall fully defend, indemnify and hold ADMINISTERING
AGENCY hannless from any liability imposed for injury (as defined be Government Code
Section 810.8) occurring by reason of anything done or omitted to be done by STATE under or in
connection with any work, authority, or jurisdiction delegated to STATE under this
AGREEMENT.
4. Auditors of STATE shall be given access to books and records of ADMINISTERING
AGENCY and its contractors and subcontractors for the purpose of verifying PROJECT costs
and share to be paid. ADMINISTERING AGENCY shall include clauses in its contracts for
PROJECT obligating contractors and subcontractors to conform and cooperate in any audit of
their PROJECT costs.
5. ADMINISTERING AGENCY will maintain and operate the PROJECT .. .property
. acquired, developed, rehabilitated, or restored for its intended public use untibsuchtime./as the
parties might amend this AGREEMENT to otherwise provide. With the' approvaL of STATE,
ADMINISTERING AGENCY or its successors in interest in the property may. transfer this
obligation and responsibility to maintain and operate the property to another public entity.
6. Upon ADMINISTERING AGENCY acceptance of the completed PROJECT construction
contract or upon contractor being relieved of the responsibility for maintaining and. protecting a
portion of the work, the ADMINISTERING. AGENCY having jurisdiction over the>PROJECT
shall maintain, repair and restore any damaged portions of the completed work in a manner
satisfactory to the authorized representatives of STATE. If, within ninety (90) days after receipt
of notice from STATE that a PROJECT, or any portion thereof, under ADMINISTERING
AGENCY'S jurisdiction IS not being properly maintained, repaired or restored and
ADMINISTERING AGENCY has not satisfactorily remedied the conditions complained of, the
approval of future projects of ADMINISTERING AGENCY will be withheld until the PROJECT
shall have been put in a condition satisfactory to STATE. The provisions of this section shall not
apply to a PROJECT which has been vacated, as preapproved by STATE, through due process of
law.
7. The ADMINISTERING AGENCY obligation to maintain, referred to in paragraph 6
above, includes not only the physical condition of the PROJECT but its continued operation as
well. PROJECT shall be maintained by an adequate and well-trained staff of engineers and/or
such other professionals and technicians as the PROJECT requires. Said maintenance staff may
be employees of ADMINISTERING AGENCY, another unit of government, or a contractor
under an agreement with ADMINISTERING AGENCY. All maintenance will be performed at
regular intervals or as required for efficient operation of the complete PROJECT improvements.
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8. Without the written consent of STATE, this AGREEMENT is not assignable by
ADMINISTERING AGENCY, either in whole or in part.
9. No alteration or variation of the terms of this AGREEMENT or the PROGRAM
SUPPLEMENT shall be valid unless made in writing and signed by the parties hereto, and no
oral understanding or agreement not incorporated herein shall be binding on any of the parties
hereto.
10. This Agreement is subject to any additional restrictions, limitations, conditions, or any
statute enacted by the State Legislature or adopted by the CTC that may affect the provisions,
terms, or funding of this AGREEMENT in any manner.
11. ADMINISTERING AGENCY agrees to use all PROJECT funds reimbursed hereunder
only for transportation purposes that are in conformance with Article XIX of the California State
Constitution.
ARTICLE V - CONDITION OF ACCEPTANCE
ADMINISTERING AGENCY shall conform to all State. statutes, regulations,and the
Local Assistance Program Guidelines and Local Assistance Procedures Manual including all
subsequent approved revisions thereto. hereafter collectively referred to as PROCEDURES,
applicable to PROJECT unless otherwise designated 10 the approved PROGRAM
SUPPLEMENT.
This AGREEMENT and any PROGRAM SUPPLEMENT(s) executed under this
.
AGREEMENT shall terminate upon sixty (60) days' prior written notice by STATE.
IN WITNESS WHEREOF, the parties have executed this AGREEMENT by their duly
authorized officers.
STATE OF CALIFORNIA City of Arroyo Grande
Department of Transportation
By
Chief, Office of. Local Programs
Project Implementation
Date Date IZ-/7-CJ9
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RESOLUTION NO. 3417
OFFICIAL CERTIFICATION
I, KELLY WETMORE, Director of Administrative Services/Deputy City Clerk of
the City of Arroyo Gr~nde, County of San Luis Obispo, State of California, do
hereby certify under penalty of perjury, that Resolution No. 3417 is a true, full,
and correct copy of said Resolution passed and adopted at a regular meeting of
the City Council of the City of Arroyo Grande on the 14th day of December, 1999.
WITNESS my hand and the Seal of the City of Arroyo Grande affixed this 17th
day of December, 1999.
...
j, I l@ualvC
ORE, DIRECTOR OF ADMINISTRATIVE SERVICES/
DEPUTY CITY CLERK