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HomeMy WebLinkAboutC-2607Gubernatorial Appointee Daniel M. Evans Member, Non-Voting City of South Pasadena Appointee, City of South Pasadena Executive Officer: Habib F. Balian Chief Executive Officer 1160-go G -2 &U'� February 23, 2011 Mr. Donald Penman City Manager City of Arcadia 240 West Huntington Drive Arcadia, California 91007 RE: City of Arcadia Santa Anita Grade Separation Agreement Dear Mr. Penman: Metro Gold line Foothill Extension Constmdion Authority 406 E. Huntington Drive, Suite202 Monrovia, CA 91016 -3633 626 - 471 -9050 ph 626 - 471 -9049 fx www.foothillextension.org BLCA -ARC- 078 This letter serves as an agreement between the Metro Gold Line Foothill Extension Construction Authority (Authority) and the City of Arcadia (City) for the design and construction of the Santa Anita Avenue Grade Separation (Overpass). It is the intent of this agreement that the items set forth below establish the responsibilities of each party. In general terms, the Authority shall be responsible for the design, construction and administration of the Overpass and the City shall be responsible to pay all costs associated with the Overpass. The existing track crossing at the intersection of Santa Anita Avenue and Metro Gold Line Foothill Extension's Right -of -Way is at- grade. It is the City's desire to up- grade this intersection to a grade separated crossing, as part of the Metro Gold Line Foothill Extension project. In 2006 the voters of the City of Arcadia passed Bond Measure A authorizing issuance of general obligation bonds by the City to help pay for the grade separation. The dual -track profile will start to climb just east of the LRT /Colorado Blvd overpass and crest on the Overpass. The structure is required to have a 15 foot vertical clearance above Santa Anita Avenue. The profile will descend back to existing grade just west of the intersection of Santa Clara and First Avenue. For purposes of this agreement, the term "Overpass" refers to a bridge structure with abutments, approach retaining walls, excavation /backfill, utility rearrangements, required improvements to support the bridge structure, and any enhancements authorized by the City pursuant to paragraph 3 below. By this letter of agreement, the parties intend the following: The Authority has provided the City with a cost estimate for a baseline overpass. "Baseline" is defined as a functional bridge structure with: abutments, approach retaining walls, excavation /backfill, utility rearrangements, and required improvements to support the overpass. Mr. Donald Penman February 23, 2011 Page 2of5 2. The Authority, based on a City supplied rendering that includes enhancements to the aesthetic treatments of the baseline structure, has provided to the City a cost estimate for those treatments. 3. The City has determined which enhancements are to be included in the design and construction, and approved the additional cost associated with the enhancements. 4. The City and Authority have agreed on a cost for the Overpass, with enhancements. That cost estimate includes a credit to the City for the reasonably estimated cost of at -grade crossing improvements that would have been required without a grade separation, but not required with the Overpass. 5. The City also desires to change the profile of Santa Anita Avenue during the design and construction of the Overpass. The Authority has provided a conceptual plan, profile and cost estimate for the revised roadway. 6. The agreed upon Overpass and enhancements, and the change in profile of Santa Anita Avenue, are referred to herein as the "City Requested Improvements." 7. The cost estimates identified above include costs for: design, construction, contingencies, Authority's project management and contract administration and necessary supporting improvements. 8. City shall pay the Authority the cost for the City Requested Improvements, minus the at -grade crossing improvement credits. The amount to be paid by the City to the Authority is: $ 11,974,254 (City Contribution). 9. Additionally, a sum of $ 500,000 shall be provided to the Authority by the City, to be held in reserve (Contingency Reserve), to pay for any claims from the design -build contractor due to unforeseen conditions during construction. a. The Authority shall place the Contingency Reserve in an interest bearing account, and all interest applicable thereto shall be credited to the City. Any amount left in the Contingency Reserve after the contract has been closed -out will be promptly returned to the City. The Authority shall provide the City at least 10 days written notice prior to paying any claim arising from any unforeseen condition, and shall consider any comments received from the City during that period. b. If, during construction, the Contingency Reserve has insufficient funds to cover unforeseen conditions, the City shall provide additional funds to cover any and all shortfalls. Notwithstanding the preceding sentence, any claims arising from unforeseen conditions that exceed the initial $ 500,000 deposit into the Contingency Reserve shall be subject to review and approval by both the City and the Authority; City shall have Mr. Donald Penman February 23, 2011 Page 3 of 5 no obligation to deposit additional funds into the Contingency Reserve unless both parties have approved payment of the claim or claims (which approval shall not unreasonably be withheld). 10. If the City elects to modify the Overpass and /or Santa Anita Avenue profile after the date of this agreement in such a way as to increase the cost above the amount identified herein, the cost associated with the modification, as determined by the Authority and reasonably agreed upon by the City, shall be borne by the City, including the additional cost for Authority project management and contract administration (which amount shall not exceed 5% of the total cost without prior written approval by the City). In addition, the City shall deliver to the Authority an additional sum equal to 5% of the total cost of the modification, for deposit into the Contingency Reserve. The Authority shall have no obligation to cause completion of the modification requested by the City unless the City and the Authority reach agreement on the associated cost, and the City has made the required deposit into the Contingency Reserve. 11. Payment of the City Contribution by the City to the Authority shall be as follows: a. The first payment, in the amount of One Million Dollars, together with the amount for the Contingency Reserve specified in paragraph 9 (and paragraph 10, if applicable) shall be due thirty (30) days after the Authority notifies the City in writing that the Authority has issued its Notice to Proceed under the Authority's Design -Build Contract (C- 1135). The Authority shall promptly place all such funds in an interest bearing account. b. Thereafter, the Authority shall submit to the City that portion of the design -build contractor's monthly invoice associated with the design and construction of the City Requested Improvements (payment request) within two (2) working days after receipt. The payment request shall be accompanied by copies of whatever verification Authority obtains that the work for which the invoice was submitted has been completed. The City shall provide payment within 20 working days of receipt of the payment request. C. All interest (if any) applicable to funds paid by the City to Authority pursuant to this agreement shall be credited to the City. All funds paid by the City to Authority pursuant to this agreement shall be used solely to pay for the City Requested Improvements, including but not limited to the costs identified in paragraph 7 of this agreement. d. Any funds paid by the City to the Authority which remain after the contract has been closed out shall be promptly returned to the City. Mr. Donald Penman February 23, 2011 Page 4 of 5 12. In consideration for the City contribution and other obligations of the City under this agreement, the Authority shall obtain authorization from the Los Angeles County Metropolitan Transportation Authority ( "MTA ") to, and shall, grant to the City a non exclusive easement (in perpetuity) for public street purposes on and under that portion of the track crossing on which the Overpass is constructed. 13. During the period during which the Authority holds title to the Overpass and related property, the Authority shall have the responsibility, at its sole cost and expense, to repair, maintain, reconstruct, and replace the Overpass. 14. The Authority shall cause the MTA to enter into a maintenance agreement, whereby the MTA, for the period after title to the Overpass and related property is conveyed by the Authority to the MTA, shall: a. Have the responsibility, at its sole cost and expense, to repair, maintain, reconstruct, and replace the Overpass; and b. Grant to the City a right of entry onto the property interests owned by the MTA adjacent to the City's easement authorizing (but not obligating) the City to remove graffiti and keep the abutments and center support (within the right of way) in a neat and clean condition. 15. The parties acknowledge and agree that time is of the essence in this agreement, and that any delays may result in an increase in the cost of completion of the Overpass and modification of the Santa Anita Avenue profile, and potentially an increase in the cost of the Metro Gold Line Foothill Extension project. The parties agree to provide all comments and approvals authorized by this agreement timely and expeditiously and further agree that no approval required by this agreement shall be unreasonably withheld. 16. The obligations of City and the Authority hereunder shall be subject to the sale by and delivery to the City of proceeds of the bonds (Bonds) issued pursuant to Bond Measure A on or before the date (Bond Due Date) that is thirty (30) days after the Authority notifies the City in writing that the Authority has executed the Design -Build Contract (C- 1135); provided that such written notice shall not be given by Authority prior to April 27, 2011. The Authority shall cooperate reasonably with the City with respect to the investment, expenditure and reporting of interest earnings on funds paid to or deposited with the Authority for the Contingency Reserve or other amounts due under this Agreement to the extent reasonably necessary for the City to comply with the law relative to the use and expenditure of proceeds of the Bonds or compliance with federal tax law restrictions applicable to the tax exempt treatment of interest on the Bonds. In the event that the City does not issue and receive the proceeds of the Bonds on or before the Bond Due Date, the City shall reasonably cooperate with the Authority in the Authority's efforts thereafter to obtain approval of and construct an at -grade crossing, in lieu of the Overpass, at Santa Anita Avenue. Mr. Donald Penman February 23, 2011 Page 5 of 5 Any dispute between the parties concerning this agreement, shall be resolved by mutual agreement of the Authority's Chief Executive Officer, or his /her designee and the City of Arcadia City Manager, or his /her designee. If you are in agreement with the above, please execute this letter where indicated below and return it to me. For your convenience, a duplicate original is enclosed. Sincerely, Habib F. Balian Chief Executive Officer AGREED: City of Arcadia By: Donald Penman City Manager Date: 3 - I - I I Metro Gold Line Foothill Extension Construction Authority By: H`ibib F. Balian Chief Executive Officer Date: Z 2" k 1