HomeMy WebLinkAbout4.3 - 3218 Joint Exercise of Powers Agreement with Con
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STAFF REPORT
CITY COUNCIL
DATE: June 16, 2020
TO: Honorable Mayor and City Councilmembers
FROM:
Linda Smith, City Manager
SUBJECT:
Joint Exercise of Powers Agreement with Contra Costa County for the
Tassajara Road Realignment and Widening Project
Prepared by: Erwin Ching, Associate Civil Engineer
EXECUTIVE SUMMARY:
The City Council will consider approving a Joint Exercise of Powers Agreement with
Contra Costa County for the Tassajara Road Realignment and Widening Project, CIP
No. ST0116, for coordination of future phases of the project.
STAFF RECOMMENDATION:
Adopt the Resolution Approving a Joint Exercise of Powers Agreement with Contra
Costa County for the Tassajara Road Realignment and Widening Project.
FINANCIAL IMPACT:
The Tassajara Road Realignment and Widening Project, included in the City’s approved
2018-2025 Capital Improvement Program (ST0116), is part of the larger multi -
jurisdictional Tassajara Road/Camino Tassajara Realignment Project that extends from
Palisades Drive in the City to Windemere Parkway in Contra Costa County. This project
will be a joint effort between the City and Contra Costa County.
The City’s share of the total project’s estimated cost is $12.8 million, funded by a
combination of State Gas Tax, Road Ma intenance and Rehabilitation Account (SB-1)
funds, and Traffic Impact Fees. The project budget has $1 million of unidentified other
funds, the source of which will be identified prior to project construction.
There is no impact to the General Fund.
DESCRIPTION:
The Tassajara Road Realignment and Widening Project (Project) will result in the
realignment of the segment of Tassajara Road near the northern City limit line. The
Project will change the vertical and horizontal roadway alignment, which will impr ove
safety for pedestrians, bicycles, and motorized vehicles. Because the planned roadway
improvements span across jurisdictional boundaries, coordination with Contra Costa
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County (County) is necessary. In order to achieve efficiencies and cost savings from a
contiguous and multi-jurisdictional Project, the Project was planned as a joint
undertaking between the City and County. The City took the lead in the Project’s
preliminary design phase.
On September 16, 2014, the City and County entered into a Memora ndum of
Understanding (MOU) to define the understanding by which the City and County were to
implement the Project’s preliminary design phase. The MOU indicates that both parties
intend to proceed with future Project phases, which would be covered through another
agreement.
Government Code section 6500, et seq., Code of Civil Procedure section 1240.140,
Streets and Highways Code sections 943 and 1810, and other applicable law, provides
authority for the City and County to enter into an agreement to exerci se their shared
powers for the purpose of completing the Project within their respective jurisdictions. In
order for the parties to proceed with future Project phases, City and County staff drafted
a Joint Exercise of Powers Agreement (JEPA) (Attachment 2).
The JEPA describes how the parties will exercise powers common to them within their
respective jurisdictions and their obligations to complete activities and cover the costs of
the Project’s future phases related to design, environmental documentation and
permitting, right-of-way acquisition, and construction within their jurisdictions.
The JEPA also includes a provision where the County will temporarily provide the funds
for the City's share if the City’s funding becomes insufficient or unavailable, such as a
situation resulting from higher construction costs. It also allows the parties to negotiate
in good faith the terms related to the cost structure and time period in which the City will
reimburse the County. The JEPA establishes that Contra Costa C ounty will take the
lead role on the next Project phases and that the City will pay the County for the City’s
share of Project costs.
STRATEGIC PLAN INITIATIVE:
None.
NOTICING REQUIREMENTS/PUBLIC OUTREACH:
None.
ATTACHMENTS:
1. Resolution Approving Joint Exercise of Powers Agreement with Contra Costa County
2. Exhibit A to the Resolution - Joint Exercise of Powers Agreement
3. CIP ST0116
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RESOLUTION NO. XX-20
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
* * * * * * * * *
APPROVING A JOINT EXERCISE OF POWERS AGREEMENT WITH CONTRA COSTA
COUNTY FOR THE TASSAJARA ROAD REALIGNMENT AND WIDENING PROJECT
WHEREAS, the Tassajara Road/Camino Tassajara Realignment Project, CIP No.
ST0116, will realign and improve Tassajara Road within the City of Dublin (“CITY”) at the
Alameda County/Contra Costa County Line, and Camino Tassajara within unincorporated
Contra Costa County (“COUNTY”), between Palisades Drive and Windemere Parkway (the
“PROJECT”); and
WHEREAS, the PROJECT limits include both Tassajara Road and Camino Tassajara,
with said Project limits referred to herein as the “ROADWAY;” and
WHEREAS, the CITY’s General Plan, the CITY’s Eastern Dublin Specific Plan, and the
COUNTY’s General Plan reflect an ultimate four-lane configuration for the ROADWAY within
the CITY and COUNTY jurisdictions; and
WHEREAS, the CITY and COUNTY (“PARTIES”) have been coordinating regarding the
ROADWAY and desire to jointly undertake the PROJECT; and
WHEREAS, the PARTIES entered into a Memorandum of Understanding dated
September 16, 2014, to define the understanding by which CITY and COUNTY were to
implement the initial preliminary design phase of the PROJECT; and
WHEREAS, the PARTIES’ cooperative obligations under the Memorandum of
Understanding have been completed. The Memorandum of Understanding stated that, at the
time the PARTIES intend to proceed with conducting design, environmental documentation and
permitting, right-of-way acquisition, and construction herein referred as “Future PROJECT
Phases,” the PARTIES would enter into an agreement for Future PROJECT Phases; and
WHEREAS, the Government Code section 6500, et seq., Code of Civil Procedure
section 1240.140, Streets and Highways Code sections 943 and 1810, and other applicable
law, provides for the PARTIES to enter into an agreement to exercise their shared powers for
the purpose of completing the PROJECT within their respective jurisdictions; and
WHEREAS, the CITY desires to enter into a Joint Exercise of Powers Agreement to
establish each PARTIES’ responsibilities to complete the PROJECT.
NOW, THEREFORE, BE IT RESOLVED that the foregoing recitals are true and correct
and made a part of this Resolution.
BE IT FURTHER RESOLVED that the City Council of the City of Dublin does hereby
approve the Joint Exercise of Powers Agreement, by and between the City of Dublin and
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Contra Costa County, in substantially the form as attached hereto as Exhibit A, and
incorporated herein by reference.
BE IT FURTHER RESOLVED that the City Manager, or designee, is authorized to
execute the Joint Exercise of Powers Agreement, make any non -substantive amendments, as
necessary, and any associated documents and required approvals to carry out the intent of
this Resolution.
PASSED, APPROVED, AND ADOPTED this 16th day of June 2020, by the following
vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
______________________________
Mayor
ATTEST:
______________________________
City Clerk
JOINT EXERCISE OF POWERS AGREEMENT
BETWEEN CONTRA COSTA COUNTY AND THE CITY OF DUBLIN
FOR THE CAMINO TASSAJARA / TASSAJARA ROAD REALIGNMENT PROJECT
This JOINT EXERCISE OF POWERS AGREEMENT (“AGREEMENT”), dated as of the
___ day of ___________, 2020 (“EFFECTIVE DATE”), is entered into by Contra Costa County,
a political subdivision of the State of California, (“COUNTY”) and the City of Dublin, California,
a municipal corporation (“CITY”). COUNTY and CITY are sometimes referred to herein together
as the “PARTIES,” and each as a “PARTY.”
RECITALS
A. The Camino Tassajara / Tassajara Road Realignment Project is a project to realign and
improve Camino Tassajara within unincorporated Contra Costa County, and Tassajara
Road within the City of Dublin at the Contra Costa County/Alameda County Line, between
Windemere Parkway and Palisades Drive, shown in Exhibit A, attached hereto and
incorporated herein by reference (the “PROJECT”). The PROJECT is located entirely
within unincorporated Contra Costa County and incorporated City of Dublin.
B. COUNTY’s and CITY’s respective general plans, and the CITY’s Eastern Dublin Specific
Plan reflect an ultimate four-lane configuration for Tassajara Road within COUNTY and
CITY jurisdictions. The road that is named Camino Tassajara and Tassajara Road within
the PROJECT limits is referred to herein as the “ROADWAY.”
C. COUNTY and CITY entered into a Joint Exercise of Powers Agreement, dated June 1,
2000 (the “TRAFFIC MITIGATION FEE JEPA”) pertaining to the payment of traffic
mitigation fees in connection with housing developments in COUNTY and CITY. The
TRAFFIC MITIGATION FEE JEPA provides that the traffic mitigation fees collected by
COUNTY and paid to CITY shall be used to fund road improvement projects, including
funding for improving the ROADWAY.
D. On or about August 6, 1996, COUNTY, the City of San Ramon, and the Town of Danville
entered into a Joint Exercise of Powers Agreement (the “SOUTH COUNTY JEPA”)
pertaining to traffic mitigation for housing developments in the southern portion of Contra
Costa County, including the PROJECT. The SOUTH COUNTY JEPA sets aside funding
for road improvement projects, including the PROJECT.
E. CITY adopted Ordinance No. 21-04 on August 3, 2004 and Ordinance No. 04-20 on May
5, 2020 establishing the ultimate right-of-way lines for Tassajara Road in the CITY.
COUNTY recommended improvements to realign the ROADWAY at the boundary
between COUNTY’s jurisdiction and CITY’s jurisdiction. COUNTY and CITY have been
coordinating regarding the realignment of the ROADWAY, and agree that the
ROADWAY will generally follow the horizontal alignment depicted in Vesting Tentative
Tract Map 8102 for the Moller Ranch Project, approved by CITY on December 18, 2012,
and attached to CITY Planning Commission Resolution No. 12-45, adopted on November
27, 2012.
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F. COUNTY and CITY entered into a Memorandum of Understanding dated September 16,
2014, to define the understanding by which COUNTY and CITY were to implement the
initial preliminary design phase of the PROJECT. The PARTIES’ cooperative obligations
under that Memorandum of Understanding have been completed. That Memorandum of
Understanding stated that, at the time CITY and COUNTY intend to proceed with future
PROJECT phases, CITY and COUNTY would enter into an agreement for future
PROJECT phases.
G. COUNTY and CITY now wish to proceed with future PROJECT phases described herein.
This AGREEMENT describes how the PARTIES will exercise powers common to them
within their respective jurisdictions to complete PROJECT-related detailed design,
preliminary engineering, environmental clearance and any necessary right of way
acquisition. As further described in this AGREEMENT, the PARTIES intend for
PROJECT construction to occur after the PARTIES mutually agree to proceed to that
PROJECT phase.
AGREEMENT
Now, therefore, in consideration of the mutual covenants and conditions identified herein,
and other good and valuable consideration, the sufficiency of which is hereby acknowledged,
COUNTY and CITY agree as follows:
1. PURPOSE. This AGREEMENT is entered into pursuant to Government Code section 6500,
et seq., Code of Civil Procedure section 1240.140, Streets and Highways Code sections 943
and 1810, and other applicable law, to provide for the PARTIES’ exercise of their shared
powers for the purpose of completing the PROJECT within their respective jurisdictions. This
AGREEMENT sets forth the PARTIES’ obligations to complete activities and pay costs
related to PROJECT-related design, environmental documentation and permitting, any
necessary right of way acquisition, and construction within their jurisdictions. The estimated
PROJECT costs, and approximate allocation of those costs between the PARTIES, are shown
in Exhibit B attached hereto and incorporated herein by reference.
2. TERM; EXPIRATION. The term of this AGREEMENT begins on the EFFECTIVE DATE,
and it expires upon the CITY’s acceptance of the PROJECT as complete under Section 7,
unless this AGREEMENT is terminated earlier in accordance with Section 3(g) or Section 12.
3. PRELIMINARY AND FINAL ENGINEERING; ENVIRONMENTAL REVIEW.
a. County’s Obligations. COUNTY shall complete PROJECT preliminary and final design
engineering, environmental processing and review, and right-of-way engineering.
b. CEQA. COUNTY shall act as the lead agency for the PROJECT for purpose of the
California Environmental Quality Act (“CEQA”), and it shall complete all appropriate
environmental review under CEQA, as determined by COUNTY. CITY shall determine
whether it meets the requirements of a responsible agency under CEQA, and, if such
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requirements are met, CITY shall appropriately participate during PROJECT CEQA
environmental review in the capacity of a CEQA responsible agency.
c. Project PS&E. COUNTY shall submit to CITY for review 35%, 65%, and 95% plans,
specifications, and estimates (each “PS&E”). CITY shall review and comment on
COUNTY submittals within thirty (30) days of receipt from the COUNTY.
d. Compliance with City Standards. For that portion of the PROJECT within CITY’s
jurisdiction, COUNTY shall perform all engineering and design work to the satisfaction
of CITY, in accordance with CITY standards and requirements, and in accordance with
all applicable State of California, Department of Transportation standard plans and
specifications. CITY shall have approval authority over the PROJECT PS&E for that
portion of the PROJECT within the CITY’s jurisdiction.
e. Discretionary Approvals. Neither COUNTY nor CITY will make any discretionary
decision with respect to any portion of the PROJECT until after COUNTY’s and CITY’s
respective legislative bodies have approved the PROJECT environmental document(s).
COUNTY shall not solicit bids for PROJECT construction until after COUNTY’s and
CITY’s legislative bodies approve the PROJECT PS&Es under Section 3(f).
f. Approval of Final PS&Es. Before PROJECT construction begins: the final PS&E for the
portion of the PROJECT in COUNTY’s jurisdiction shall be approved by either
COUNTY’s Board of Supervisors, or by a COUNTY employee who is authorized to
exercise discretionary authority to give such approval in conformity with COUNTY
standards, as determined by COUNTY in its sole discretion; and the final PS&E for the
portion of the PROJECT in CITY’s jurisdiction shall be approved by either CITY’s City
Council, or by a CITY employee who is authorized to exercise discretionary authority to
give such authority in conformity with CITY standards, as determined by CITY in its sole
discretion.
g. City’s Ability to Terminate Before Right of Way Acquisition Begins. If, at any time before
COUNTY commences any PROJECT Right of Way Activities (defined in Section 4(a),
below), CITY determines that it does not have sufficient financial resources to proceed
with the PROJECT, CITY may terminate this AGREEMENT by providing written notice
to COUNTY. Otherwise, this AGREEMENT may only be terminated under Section 12
(Termination).
4. RIGHT-OF-WAY ACTIVITIES.
a. Designation of Party to Perform Right of Way Activities. Pursuant to Code of Civil
Procedure section 1240.140, COUNTY is hereby designated as the PARTY to acquire all
property and property interests required for the PROJECT within the PARTIES’
jurisdictions, by eminent domain or otherwise, by and through the COUNTY’s Board of
Supervisors, COUNTY officials and departments, and COUNTY’s attorneys, including
outside counsel (collectively, “Right of Way Activities”).
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i. COUNTY shall perform all Right of Way Activities for the PROJECT, which may
include but may not be limited to acquisition of right of way, slope easements,
utility easement, license agreements, temporary construction easements, right of
entry permits, storm drainage easements, drainage releases, relinquishment of
abutter’s rights, and floating easements for maintenance.
ii. COUNTY’s Board of Supervisors may consider adopting a resolution of necessity
in accordance with all applicable legal requirements. COUNTY’s Board of
Supervisors will exercise its independent discretion in determining whether to
adopt any resolution of necessity. Nothing in the AGREEMENT commits the
Board of Supervisors to adopting any resolution of necessity.
iii. COUNTY shall be the PARTY responsible for conducting all public hearings to
the end of adopting a resolution of necessity, and for taking all steps necessary to
pursue to conclusion eminent domain proceedings as may be necessary to obtain
property and property interests for or relating to the PROJECT, and, in connection
therewith, for entering into any and all contracts to obtain performance of all legal
(including outside counsel), engineering, appraisal, right-of-way, relocation
assistance, expert valuation, and related services (also, collectively, “Right of Way
Activities”).
b. City Right of Way Costs. CITY shall pay, accordance with Section 6(a), all fees and costs
that COUNTY incurs to complete Right of Way Activities COUNTY deems necessary to
acquire any property and property interests required for the portion of the PROJECT within
CITY’s jurisdiction (the “CITY Right of Way Costs”).
c. City’s Acceptance of Project Right of Way. Within ninety (90) days after COUNTY
acquires any property or property interests required for the portion of the PROJECT within
CITY’s jurisdiction, COUNTY shall transfer to CITY, and CITY shall accept from
COUNTY, title to said property or property interests.
d. Survival. The obligations in this Section 4 shall survive the expiration or termination of
this AGREEMENT.
5. PROJECT CONSTRUCTION. The PARTIES agree that COUNTY will not advertise the
PROJECT to solicit bids until after both PARTIES’ authorized representatives mutually agree
in writing to proceed to PROJECT bidding (“Notice to Proceed to Bid”). Each PARTY shall
require its authorized representative to not unreasonably withhold agreement to proceed to
PROJECT bidding. Upon the execution of the Notice to Proceed to Bid by both PARTIES,
the PARTIES’ obligations under Section 5 become effective, as further described in this
section.
a. County as Lead for Construction. COUNTY shall act as lead agency for the PROJECT for
construction purposes, and it shall be responsible for the overall management,
advertisement, and PROJECT construction contract (“PROJECT Construction Contract”)
award. COUNTY shall be responsible for all PROJECT-related contract administration
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for construction-related activities within the jurisdictional boundaries of the COUNTY and
CITY, and for ensuring that the PROJECT is constructed in compliance with all applicable
local, state, and federal laws applicable to COUNTY and CITY, including without
limitation the applicable provisions of the California Public Contract Code and the
California Labor Code.
b. Parties’ Review of Bids and Financial Impacts. Within five (5) days after the PROJECT
Construction Contract bid submission deadline, and before COUNTY considers awarding
a PROJECT Construction Contract to the lowest responsible bidder, COUNTY will notify
CITY regarding the amount of the bid from the apparent lowest responsive and responsible
bidder and the anticipated amount of the CITY CONSTRUCTION COSTS that CITY
would be required to pay under this AGREEMENT. If, within ten (10) days after receiving
that information, CITY’s authorized representative reasonably determines that CITY does
not have sufficient available financial resources to fund the remaining CITY PRE-
CONSTRUCTION COSTS and the CITY CONSTRUCTION COSTS, the PARTIES’
authorized representatives will negotiate in good faith regarding an amendment to Sections
6(a) and 6(b) of this AGREEMENT to include terms addressing the cost structure for and
time period in which CITY will reimburse COUNTY for the difference between (a) the
amount of remaining CITY PRE-CONSTRUCTION COSTS, plus the CITY
CONSTRUCTION COSTS that the CITY is required to pay under this AGREEMENT,
minus (b) CITY’s then available financial resources for remaining CITY PRE-
CONSTRUCTION COSTS and CITY CONSTRUCTION COSTS. Nothing in this
AGREEMENT requires COUNTY’s Board of Supervisors to exercise its discretion in any
particular way in response to, or after considering, PROJECT Construction Contract bids
that COUNTY receives; and COUNTY reserves the right for its Board of Supervisors to
award a contract to the lowest responsive and responsible bidder, as determined by
COUNTY, or to reject all bids received, or to take any other discretionary action authorized
by law.
c. Issuance of City Encroachment Permit. Upon request by COUNTY or its contractor, CITY
shall issue an encroachment permit to COUNTY’s contractor for all improvements
constructed within the jurisdictional boundaries of the CITY, at no fee to COUNTY or its
contractor.
d. City Business License. COUNTY shall include in PROJECT Construction Contract
documents a requirement that the COUNTY’s PROJECT construction contractor obtain,
prior to beginning PROJECT construction, a CITY business license if one is not already
possessed by the contractor.
e. City as Additional Insured. COUNTY shall require its PROJECT contractor to name the
CITY as an additional insured under each insurance policy that names COUNTY as an
additional insured, so that CITY is insured to the same extent as COUNTY.
f. City as Additional Indemnitee. COUNTY shall require its PROJECT construction
contractor to indemnify, defend, and hold harmless CITY to the same extent that the
contractor is required to indemnify, defend, and hold harmless COUNTY.
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g. Bonds. COUNTY shall require its PROJECT contractor to obtain payment and
performance bonds that name both COUNTY and CITY as obligees under the bonds.
h. Warranty. COUNTY shall require its PROJECT contractor to guarantee to COUNTY and
CITY, for a period of one (1) year following acceptance of the PROJECT by COUNTY
under Section 7, that the PROJECT is constructed in accordance with the final and as-built
PROJECT PS&E, is and will be free from defects, and will perform satisfactorily in
accordance with COUNTY and CITY standards and requirements.
i. Qualified Representatives. Each of COUNTY and CITY shall designate representatives
for all construction-related communications between COUNTY and CITY during the
PROJECT construction phase. For PROJECT features within CITY’s jurisdiction, CITY
may elect to authorize its qualified representative to have authority to accept or reject work
or materials, or to order any actions needed for public safety or the preservation of property,
and to assure compliance with all provisions of the CITY’s encroachment permit. CITY’s
representative shall have no direct contact with COUNTY’s contractor, and CITY’s
representative shall make all comments and recommendations to the COUNTY’s
representative.
j. Project Change Orders. COUNTY shall administer all PROJECT change orders. For any
PROJECT change order affecting portions of the PROJECT within CITY’s jurisdiction,
COUNTY’s authorized representative will provide CITY’s authorized representative a
copy of the proposed change order; and CITY’s authorized representative shall respond to
the change order within five (5) days after receiving the propose change order from
COUNTY. CITY shall require its authorized representative to not unreasonably withhold
approval of any PROJECT change order affecting portions of the PROJECT within CITY’s
jurisdiction.
k. Unanticipated Physical Conditions. Notwithstanding Section 5(j), if PROJECT changes in
CITY’s jurisdiction are required due to unanticipated physical conditions of property
required for the PROJECT, and if those PROJECT changes would cause the CITY
CONSTRUCTION COSTS to exceed the amount in Exhibit B, the PARTIES’ authorized
representatives shall meet and confer regarding proposed PROJECT changes within five
(5) days after COUNTY notifies CITY about those PROJECT changes. If CITY’s
authorized representative reasonably determines that CITY does not have sufficient
available financial resources to fund the increased costs associated with the proposed
PROJECT changes, the PARTIES’ authorized representatives will negotiate in good faith
regarding an amendment to Section 6(b) of this AGREEMENT to include terms addressing
the cost structure for and time period under which CITY will reimburse COUNTY for the
increased costs attributable to the proposed PROJECT changes.
l. Disputes with the Project Contractor. In the event of a dispute between COUNTY and the
COUNTY’s PROJECT construction contractor that could increase the CITY
CONSTRUCTION COSTS beyond those listed in Exhibit B, or that could expose CITY
to other financial liability not included in Exhibit B, the PARTIES authorized
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representatives shall negotiate in good faith in an effort to resolve the dispute to their
reasonable satisfaction.
6. FINANCIAL RESPONSIBILITY, INVOICING, AND PAYMENT.
a. Pre-Construction Costs. CITY shall pay COUNTY the actual costs for all pre-construction
activities for that portion of the PROJECT within CITY’s jurisdiction (collectively “CITY
PRE-CONSTRUCTION COSTS”). CITY PRE-CONSTRUCTION COSTS include all of
preliminary and final engineering, including work to obtain environmental clearance and
permits, and all CITY Right of Way Costs, as applicable. The CITY PRE-
CONSTRUCTION COSTS are estimated and shown in Exhibit B, attached hereto
(currently, line items for “Design,” “Environmental,” and “Right of Way”).
i. Invoicing. COUNTY shall invoice the CITY on a quarterly basis for the CITY
PRE-CONSTRUCTION COSTS. COUNTY shall provide CITY with an invoice
within thirty (30) days after the end of each calendar-year quarter (i.e., within 30
days after each March 31, June 30, September 30, and December 31). Each invoice
must identify the actual PRE-CONSTRUCTION COSTS incurred, and other
PROJECT-related activities completed, during the calendar-year quarter for which
the invoice is given. Each invoice must include the remaining estimated costs to
complete all activities that were not completed during the calendar-year quarter
covered by the invoice.
ii. Payment. CITY shall pay the amount of PRE-CONSTRUCTION COSTS stated
on an invoice within forty-five (45) days after receiving the invoice from
COUNTY.
b. Construction Costs. CITY shall pay COUNTY the actual costs to construct and administer
the construction of that portion of the PROJECT in CITY’s jurisdiction (“CITY
CONSTRUCTION COSTS”). The CITY CONSTRUCTION COSTS are estimated and
shown in Exhibit B (currently, line items for “Contract Cost,” “Contract Contingency,”
“Construction Management,” and “Enviro Mitigation”). Immediately after COUNTY’s
award of the PROJECT Construction Contract, the PARTIES agree to replace Exhibit B
with a new Exhibit B, in accordance with Section 6(c).
i. Deposits. Within sixty (60) days after the effective date of COUNTY’s
award of the PROJECT Construction Contract, CITY shall transfer a
deposit to COUNTY in the amount equivalent to 50% of the CITY
CONSTRUCTION COSTS listed and estimated in Exhibit B as of the
effective date of the award. COUNTY shall notify CITY when the
amount of the deposit remaining drops below $50,000, and, within forty-
five (45) days after receiving that notice, CITY shall deposit the remaining
CITY CONSTRUCTION COSTS then listed in Exhibit B. The CITY
CONSTRUCTION COSTS in Exhibit B may be updated from time to
time pursuant to Section 6(c).
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ii. Quarterly Invoicing. COUNTY will invoice CITY on a quarterly basis in
the manner described in Section 6(a)(i) to account for the CITY
CONSTRUCTION COSTS. COUNTY’s invoices for CITY
CONSTRUCTION COSTS must indicate the amount of the CITY
deposits spent on CITY CONSTRUCTION COSTS during the calendar
year quarter covered by the invoice and the balance of that CITY deposits
remaining as of the end of that quarter.
iii. Final Invoicing. If, as of the time CITY accepts the PROJECT under
Section 7, the final amount of the CITY CONSTRUCTION COSTS
previously paid exceeds the amount of CITY’s deposits under Section
6(b)(i), within sixty (60) days after CITY’s acceptance of the PROJECT
under Section 7, COUNTY shall issue a final invoice to CITY identifying
the amount of the CITY CONSTRUCTION COSTS remaining unpaid.
Within sixty (60) days after CITY receives that final invoice, CITY shall
pay COUNTY the difference between the final amount of the CITY
CONSTRUCTION COSTS, minus the amount of the CITY’s deposits
under Section 6(b)(i), as listed on that final invoice.
If, as of the time CITY accepts the PROJECT under Section 7, the final
amount of the CITY CONSTRUCTION COSTS is less than the amount
of CITY’s deposits under this Section 6(b)(i), within sixty (60) days after
CITY’s acceptance of the PROJECT under Section 7, COUNTY shall
refund to CITY the difference between the amount of the CITY’s deposits
under Section 6(b)(i), minus the final amount of the CITY
CONSTRUCTION COSTS.
c. Updating Exhibit B. As of the EFFECTIVE DATE, Exhibit B includes the estimated cost
of the PROJECT for both PARTIES. This amount represents the anticipated cost for
budgeting purposes, but the amount may not represent the actual cost to complete the
PROJECT. The PARTIES’ authorized representatives may agree to replace Exhibit B with
a new Exhibit B whenever they deem necessary to update the PROJECT scope of work,
cost estimates, and cost allocation shown in Exhibit B. The PARTIES agree that Exhibit B
shall be replaced following the award of a PROJECT Construction Contract and after each
PROJECT change order. Each new Exhibit B must be signed by authorized representatives
of both PARTIES, which shall cause it to be incorporated into this AGREEMENT. The
PARTIES acknowledge that a new Exhibit B may include new line items in addition to
those referenced in Sections 6(a) and 6(b).
d. Survival. The obligations in this Section 6 shall survive the expiration or termination of
this AGREEMENT.
7. COMPLETION & ACCEPTANCE. Upon completion of PROJECT construction, as
determined by COUNTY, CITY and COUNTY representatives shall conduct a joint final
inspection of the PROJECT prior to acceptance of improvements as complete. Following the
joint final inspection COUNTY’s Board of Supervisors shall consider accepting the PROJECT
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as complete. Within thirty (30) days after COUNTY accepts the PROJECT as complete,
CITY’s City Council shall consider accepting the portions of the PROJECT in the CITY as
complete, which acceptance shall not be unreasonably withheld. After COUNTY accepts the
PROJECT as complete, COUNTY shall provide CITY copies of all as-built drawings for the
PROJECT improvements.
8. RELEASE OF WARRANTY. Prior to expiration of the one-year warranty period for the
contractor’s warranty referenced in Section 5(h), COUNTY’s and CITY’s authorized
representatives shall conduct a joint inspection of the PROJECT. The purpose of this joint
inspection is to determine whether the PROJECT has performed during the one-year warranty
period to COUNTY’s and CITY’s satisfaction. After this joint final inspection, CITY shall
provide COUNTY written concurrence for a release of the warranty bond for the PROJECT,
which concurrence shall not unreasonably be withheld. Upon receipt of CITY’s written
concurrence, COUNTY may release the warranty bond for the PROJECT. The obligations in
this Section 8 shall survive the expiration of this AGREEMENT.
9. OWNERSHIP AND MAINTENANCE; INDEMNITY.
a. County’s Obligations. After COUNTY accepts the PROJECT as complete under Section
7, COUNTY shall own and maintain the portion of the PROJECT located in COUNTY’s
jurisdictional boundaries, shall assume total responsibility for that portion of the
PROJECT, and shall defend, indemnify, save, and hold harmless CITY, its governing
body, officers, agents, and employees, from and against all claims, demands, suits, costs,
expenses and liability for any damages, injury, sickness, or death (“Liabilities”) arising out
of or related to the design, construction, use, operation, or maintenance of the portion of
the PROJECT located in COUNTY’s jurisdictional boundaries.
b. City’s Obligations. After CITY accepts the PROJECT as complete under Section 7, CITY
shall own and maintain the portion of the PROJECT located in CITY’s jurisdictional
boundaries, shall assume total responsibility for that portion of the PROJECT, and shall
defend, indemnify, save, and hold harmless COUNTY, its governing body, officers, agents,
and employees, from and against all Liabilities arising out of or related to the design,
construction, use, operation, or maintenance of the portion of the PROJECT located in the
CITY’s jurisdictional boundaries.
c. Survival. The obligations in this Section 9 are in addition to the obligations in Section
10. If there is any conflict between a PARTY’s obligations in this Section 9 and the
PARTY’s obligations in Section 10, the conflicting obligation in this Section 9 shall
prevail and govern. The obligations in this Section 9 shall survive the expiration or
termination of this AGREEMENT.
10. HOLD HARMLESS.
a. Standard of Care. Nothing in this AGREEMENT is intended to affect the legal liability of
any PARTY by imposing any standard of care, with respect to the work performed
hereunder, different from the standard of care imposed by law.
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b. City’s Obligations. CITY shall defend, indemnify, and hold harmless COUNTY, and its
governing body, officers, agents, and employees, from and against that portion of any
Liabilities related to or arising out of CITY’s performance of its obligations under this
AGREEMENT.
c. County’s Obligations. COUNTY shall defend, indemnify, and hold harmless CITY, and
its governing body, officers, agents, and employees, from and against that portion of any
Liabilities related to or arising out of COUNTY’s performance of its obligations under this
AGREEMENT.
d. Survival. The obligations of this Section 10 shall survive the termination or expiration of
this AGREEMENT. If there is any conflict between a PARTY’s obligations in this Section
10 and the PARTY’s obligations in Section 9, the conflicting obligation in Section 9 shall
prevail and govern.
11. MODIFICATION. This AGREEMENT may not be modified or amended except in a writing
signed by all PARTIES hereto. However, the PARTIES’ authorized representatives may
modify this AGREEMENT by updating Exhibit B, as described in and pursuant to Section
6(c).
12. TERMINATION. Except to the extent that this AGREEMENT expressly provides otherwise,
the PARTIES may terminate this AGREEMENT only by mutual written agreement. If this
AGREEMENT is terminated, CITY shall pay COUNTY for costs incurred in connection with
the PROJECT up to the date of termination, in accordance with Section 6.
13. USE OF FUNDS; ACCOUNTABILITY. Funds contributed for the PROJECT shall be used
solely for the PROJECT. COUNTY shall provide for strict accountability of all funds
contributed for the PROJECT and, upon request by CITY, shall provide a report of all receipts
and disbursements of PROJECT funds. For a period of three (3) years after the expiration of
this AGREEMENT, the PARTIES shall keep and maintain accurate financial accounts, in
accordance with generally acceptable accounting principles, of all funds expended on the
PROJECT under this AGREEMENT. Each PARTY shall provide the other PARTY copies of
those accounting records within fifteen (15) days of the requesting PARTY’s written request,
and shall make those records available for inspection, for the purposes of an audit of funds
expended on the PROJECT under this AGREEMENT. The obligations of this Section 13 shall
survive the termination or expiration of this AGREEMENT.
14. NO THIRD-PARTY BENEFICIARIES. Nothing in this AGREEMENT, express or implied,
is intended to confer on any person, other than the PARTIES and their successors and assigns,
any rights or remedies by reason of this AGREEMENT.
15. AGREEMENT CONSTRUCTION. The section headings and captions of this AGREEMENT
are, and the arrangement of this AGREEMENT is, for the sole convenience of the PARTIES
to this AGREEMENT. The section headings, captions, and arrangement of this
AGREEMENT do not in any way affect, limit, amplify, or modify the terms and provisions of
11
this AGREEMENT. This AGREEMENT shall not be construed as if it had been prepared by
one of the PARTIES, but, rather, as if all PARTIES have prepared it. The PARTIES to this
AGREEMENT and their attorneys have read and reviewed this AGREEMENT and agree that
any rule of construction to the effect that ambiguities are to be resolved against the drafting
party shall not apply to the interpretation of this AGREEMENT.
16. ENTIRE AGREEMENT. This AGREEMENT contains the entire understanding of the
PARTIES relating to the subject matter of this AGREEMENT. No promise, representation,
warranty or covenant not included in this AGREEMENT has been or is relied upon by any
PARTY.
17. COUNTERPARTS. This AGREEMENT may be executed in any number of counterparts, each
of which when executed and delivered shall be deemed to be an original with all counterparts
constituting but one and the same instrument. The execution of this AGREEMENT will not
become effective until counterparts have been executed by both PARTIES. Faxed signatures
on this AGREEMENT or any notice, consent, or amendment required under this
AGREEMENT are binding.
18. NOTICES. All correspondence regarding this AGREEMENT, including invoices, payments,
and notices shall be directed to the following persons at the following addresses and facsimile
numbers, which may be changed by written notice from one PARTY to the other:
COUNTY:
Brian Balbas, Public Works Director
255 Glacier Drive
Martinez, CA 94553-4825
Fax: (925) 313-2333
CITY:
Andrew Russell, Public Works Director
100 Civic Plaza
Dublin, CA 94568
Fax: (925) 829-9248
or to such other addresses as the COUNTY and CITY may respectively designate by written
notice to the other PARTY. Notice shall be deemed given on the same day if it is personally
delivered, on the next day if it is delivered by overnight delivery, or on the fifth (5th) day after
the postmark date if it is given by U.S. Mail.
19. GOVERNING LAW. This AGREEMENT will be governed and construed in accordance with
California law.
20. WAIVER. A waiver or breach of any covenant or provision in this AGREEMENT will not be
deemed a waiver of any other covenant or provision in this AGREEMENT, and no waiver will
be valid unless in writing and executed by the waiving PARTY.
21. SEVERABILITY. If any term or provision of this AGREEMENT is, to any extent, held
invalid or unenforceable by a court of competent jurisdiction, this AGREEMENT shall be
construed as not containing that term, and the remainder of this AGREEMENT shall remain
in full force and effect; provided, however, this section shall not be applied to the extent that
it would result in a frustration of the PARTIES’ intent under this AGREEMENT.
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22. ASSIGNMENT AND DELEGATION. This AGREEMENT, and any portion hereof, shall not
be assigned or transferred, nor shall all or any part of a PARTY’s duties be delegated, without
the written consent of the other PARTY. Any attempt to assign or delegate this AGREEMENT
or any part hereof without the prior written consent of the other PARTY shall be void and of
no force or effect. Consent to one assignment shall not be deemed to be consent to any
subsequent assignment.
23. FURTHER ASSURANCES. Whenever requested to do so by the other PARTY, each PARTY
will execute, acknowledge and deliver all further conveyances, assignments, confirmations,
satisfactions, releases, powers of attorney, instruments of further assurance, approvals,
consents and all further instruments and documents as may be necessary, expedient, or proper
in order to complete all obligations, conveyances, transfers, and assignments under this
AGREEMENT, and do all other acts and to execute, acknowledge, and deliver all documents
as requested in order to carry out the intent and purpose of this AGREEMENT.
[Signatures appear on following page.]
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IN WITNESS WHEREOF, the PARTIES have each executed this AGREEMENT as of
the EFFECTIVE DATE.
CONTRA COSTA COUNTY: CITY OF DUBLIN:
By:________________________________ By:________________________________
Public Works Director
Linda Smith
City Manager
APPROVED AS TO FORM:
Sharon L. Anderson, County Counsel APPROVED AS TO FORM:
By:________________________________
By:________________________________
Deputy County Counsel City Attorney
EXHIBIT A: CAMINO TASSAJARA/TASSAJARA ROAD REALIGNMENT PROJECT
Project Location
EXHIBIT "A"
CAMINO TASSAJARA/TASSAJARA ROAD REALIGNMENT PROJECT
City Budget County Budget
Design 965,986$ 939,733.11$
Environmental 241,497$ 234,933$
Right-of-Way 421,200$ 5,864,400$
Construction
Contract Cost 7,476,136$ 7,272,953.90$
Contract Contingency 696,297$ 677,373.00$
Construction Management 1,225,865$ 1,192,549.04$
Enviro Mit 1,572,737.21$ 1,322,338.49$
Total 12,599,717$ 17,504,281$
Grand Total
EXHIBIT "B"
Camino Tassajara/Tassajara Road Realignment Project
Palisades Drive (Dublin) to Windemere Parkway (County)
30,103,998$
Streets City of Dublin Capital Improvement Program 2020-2025 Page 79
Number – ST0116 TASSAJARA ROAD REALIGNMENT AND WIDENING-
FALLON ROAD TO NORTH CITY LIMIT Program – STREETS
PROJECT DESCRIPTION
The project provides for the planning and preliminary engineering to define a new roadway alignment, design cross-section, right-of-way, and environmental clearance
for Tassajara Road between North Dublin Ranch Drive and the City and Contra Costa County limit. The project also provides for the design and construction of a
realigned Tassajara Road from Fallon Road to the northern City limit, which will be coordinated with Contra Costa County. Planning and preliminary engineering
cost will be split in accordance with the Memorandum of Understanding, which was approved on September 16, 2014. Costs for the design and construction will be
agreed upon and split proportionally with the work within each jurisdiction. The design and construction of the southerly Tassajara Road segment is included in
another Capital Improvement Program project, Tassajara Road Improvements - North Dublin Ranch Drive to Quarry Lane School (ST0119).
This project will widen Tassajara Road to a four-lane arterial standard with bike lanes, sidewalks, landscaped median, stormwater treatment areas, and other associated
street improvements. Portions of the existing roadway have been improved by adjacent development projects and this project will complete the street improvements
and realign a portion of existing roadway to improve safety and achieve better circulation while adhering to the Complete Streets Policy. The roadway segment is a
project within both the Tri-Valley Transportation Council Strategic Expenditure Plan (Project B-8) and the Eastern Dublin Traffic Impact Fee Program (Category 1).
ANNUAL OPERATING IMPACT: To be determined.
MANAGING DEPARTMENT: Public Works
2020-2025 CAPITAL IMPROVEMENT PROGRAM
ESTIMATED COSTS
PRIOR
YEARS
2019-2020
BUDGET 2020-2021 2021-2022 2022-2023 2023-2024 2024-2025
FUTURE
YEARS TOTALS
9100 - Salaries & Benefits $23,308 $168,790 $113,380 $305,478
9200 - Contract Services $136,694 $1,647,718 $145,050 $1,929,462
9300 – Land/Right of Way $1,980,000 $1,980,000
9400 - Improvements $48,589 $6,158,791 $1,865,096 $8,072,476
9500 - Miscellaneous $490,000 $490,000
TOTAL $160,002 $1,865,097 $8,887,221 $1,865,096 $12,777,416
Streets City of Dublin Capital Improvement Program 2020-2025 Page 80
FUNDING SOURCE
PRIOR
YEARS
2019-2020
BUDGET 2020-2021 2021-2022 2022-2023 2023-2024 2024-2025
FUTURE
YEARS TOTALS
2201 – State Gas Tax $200,000 $200,000
2220 – Road Maint. & Rehab.
Account (RMRA) $47,880 $644,179 $692,059
4301 – Traffic Impact Fee –
Category 1 $112,122 $108,638 $3,922,883 $1,865,096 $6,008,739
4303 – Traffic Impact Fee –
Category 3 $409,263 $409,263
4305 – Traffic Impact Fee –
Dougherty Valley $3,964,338 $3,964,338
4306 – TVTD $503,017 $503,017
9997 - Other $1,000,000 $1,000,000
TOTAL $160,002 $1,865,097 $8,887,221 $1,865,096 $12,777,416
ANNUAL OPERATING IMPACT