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HomeMy WebLinkAboutE-6 Staff Report - Arrow Highway Improvements Project FundingCONSENT ITEM E-6 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL VIA: SERGIO GONZALEZ, CITY MANAGER FROM: ROBERT DELGADILLO, P.E., DIRECTOR OF PUBLIC WORKS/CITY ENGINEER DATE: MAY 15, 2023 SUBJECT: AUTHORIZE EXCHANGE OF LACTMA LOCAL-RETURN FUNDS AND MEASURE M FUNDING BETWEEN PHASES I AND II OF THE ARROW HIGHWAY IMPROVEMENT PROJECTS BACKGROUND: On January 17, 2023 the City Council of the City of Azusa (“City”) awarded a contract to Toro Enterprises, Inc. for the Arrow Highway Street Resurfacing and Highway Safety Improvement Project, Federal Project No. HSIPL-5112(019) – Phase I. On April 17, 2023 the City Council of the City of Azusa (“City”) awarded a contract to KASA Construction for the Arrow Highway Parkway and Median Landscape Improvements Project – Phase II. RECOMMENDATIONS: Staff recommends the City Council take the following action: 1) Authorize staff to utilize the $940,00 in LACMTA Local-Return Funds approved for Phase II to Phase I in exchange for $940,000 in Measure M Funding from Phase I to Phase II. ANALYSIS: The Arrow Highway Street Resurfacing and Highway Safety Improvement Project, Federal Project No. HSIPL-5112(019) – Phase I is funded by $422,700 with Federal HSIP Grant Fund, $50,000 with Azusa L&W Grant Funds, $840,000 with Senate Bill 1 (SB1-Road Maintenance & Rehabilitation Account) Funds, and $1,711,577 with Measure M. Approved City Council May 15, 2023 AUTHORIZE EXCHANGE OF LACTMA LOCAL-RETURN AND MEASURE M FUNDING MAY 15, 2023 Page 2 The Arrow Highway Parkway and Median Landscape Improvements Project – Phase II is funded by $940,000 with LACMTA Local-Return Funds per Exchange Agreement (STPL Funds Balance), and $1,005,183.73 with Measure M funds. The LACMTA Exchange Agreement requires the City to expend the LACMTA Funds on the STP- L and Highway Infrastructure Program (HIP) Project identified in Exhibit B of the agreement. The eligible project is the federally-funded Arrow Highway Street Resurfacing and Highway Safety Improvement Project No. HSIPL-5112(019) – Phase I which includes the installation of the raised medians instead of the Arrow Highway Parkway and Median Landscape Improvements Project – Phase II. ENVIRONMENTAL CLEARANCE: This action is categorically exempt from the requirements of the California Environmentally Quality Act (CEQA) pursuant to Section 15301 Class 1 (c) – Rehabilitation of Existing Streets and Highways. Staff has filed a Notice of Exemption with the Los Angeles County Clerk’s Office. FISCAL IMPACT: The recommended actions will have no fiscal impact since funding for both construction projects were previously approved by Council. Upon council approval of this action, staff will prepare a budget amendment and add the respective budgets to each construction project accordingly (Phase I - increase $940,000 in STPL budget and decrease $940,000 in Measure M; and Phase II - decrease $940,000 in STPL budget and increase $940,000 in Measure M budget under the Public Works Department). $940,000 in measure M is already included in the FY2022-23 approved budget under 04-80-000-662-7120/66218B-7120, and upon Council approval and execution of the STPL grant agreement, staff will prepare a budget amendment and add $940,000 in STPL grant budget in the public works department for Phase I. Prepared by: Reviewed by: Christina Curiel Robert Delgadillo, P.E. Public Works Project Manager Director of Public Works/ City Engineer Fiscal Review by: Reviewed and Approved by: Talika M. Johnson Sergio Gonzalez Director of Administrative Services City Manager Attachments: 1) Approved Staff Report 1-17-2023 2) Approved Staff Report 4-17-2023 3) LACMTA Exchange Agreement CONSENT ITEM E-12 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL VIA: SERGIO GONZALEZ, CITY MANAGER FROM: ROBERT DELGADILLO, P.E., DIRECTOR OF PUBLIC WORKS/CITY ENGINEER DATE: JANUARY 17, 2023 SUBJECT: AWARD A CONTRACT FOR THE ARROW HIGHWAY STREET RESURFACING AND HIGHWAY SAFETY IMPROVEMENT PROJECT; FEDERAL PROJECT NO. HSIPL-5112(019) – PHASE I BACKGROUND: On September 19, 2022 the City Council authorized staff to solicit a Notice of Inviting Bids for the Arrow Highway Street Resurfacing and Highway Safety Improvement Project, Federal Project No. HSIPL-5112(019) – Phase I. Sealed bids were received on December 21, 2022. The proposed actions will award the contract to Toro Enterprises, Inc. RECOMMENDATIONS: Staff recommends the City Council take the following actions: 1)Award a contract in the amount of $3,024,277, which includes a 10% contingency for potential change orders as needed, to Toro Enterprises, Inc; and 2)Authorize the City Manager to execute contracts, in a form acceptable to the City Attorney, on behalf of the City. ANALYSIS: The City was awarded a $545,111 in grant funding for preliminary engineering, design, construction management and construction from the California Department of Transportation APPROVED CITY COUNCIL 1/17/2023 Attachment 1 AWARD A CONTRACT FOR THE ARROW HIGHWAY STREET RESURFACING AND HSIP FEDERAL PROJECT NO. HSIPL-5112(019) – PHASE I JANUARY 17, 2023 Page 2 (Caltrans) as part of Highway Safety Improvement Program (HSIP). The proposed HSIP project will incorporate raised median islands with raised median curbs, ADA compliant curb ramps, minor asphalt concrete paving to address surface drainage, and signing & striping. The proposed improvements for the Arrow Highway Street Resurfacing Project include pavement resurfacing, concrete improvements, and signing & striping. The HSIP project improvement limits on Arrow Highway extend from 500 feet west of Azusa Avenue to Citrus Avenue. In addition, other pavement improvements (not a part of the federal project) within the City of Azusa and Los Angeles County jurisdictions from Citrus Avenue to the easterly city boundary (855 feet east of Citrus Avenue). On April 3, 2017, the City Council adopted Resolution No. 2017-C-22 to enter into a master agreement, program supplement agreement, fund exchange agreement, and/or fund transfer agreement with Caltrans for Federal Project No. HSIPL-5112(019). Sealed bids were received publicly on December 21, 2022. The results are as follows: No. Company Location Total Bid 1 Toro Enterprises, Inc. Oxnard, CA $2,749,342.70 2 Sully-Miller Contracting Company Brea, CA $3,150,592.00 3 Hardy & Harper Inc. Lake Forest, CA $3,394,695.00 4 All American Asphalt Corona, CA $3,614,428.00 The lowest, responsive bid was submitted by Toro Enterprises, Inc., who has been in business in Southern California since 1994. Toro Enterprises, Inc. is a general engineering contractor. ENVIRONMENTAL CLEARANCE: This action is categorically exempt from the requirements of the California Environmentally Quality Act (CEQA) pursuant to Section 15301 Class 1 (c) – Rehabilitation of Existing Streets and Highways. Staff has filed a Notice of Exemption with the Los Angeles County Clerk’s Office. FISCAL IMPACT: The recommended actions award a contract Toro Enterprises, Inc. in the amount of $2,749,343 and further authorizes staff to amend the contract up to 10% or $274,934 for a total not-to-exceed contract amount of $3,024,277. This construction project will be funded by $422,700 with Federal HSIP Grant Fund 28 (28-80-000-662-7120/66222A-7120), $50,000 with Azusa L&W Grant Funds (28-80-001-662-7120), $840,000 with Senate Bill 1 (SB1-Road Maintenance & Rehabilitation Account) Funds, and $1,711,577 with Measure M (Fund # 04). The County will reimburse the City of Azusa for construction within their jurisdiction. The County’s actual shared costs will be based upon a final accounting after completion of the project. Upon council approval, staff will prepare a budget amendment and add the respective budgets based on what were approved. AWARD A CONTRACT FOR THE ARROW HIGHWAY STREET RESURFACING AND HSIP FEDERAL PROJECT NO. HSIPL-5112(019) – PHASE I JANUARY 17, 2023 Page 3 Prepared by: Reviewed by: Christina Curiel Robert Delgadillo, P.E. Public Works Project Manager Director of Public Works/ City Engineer Fiscal Review by: Reviewed and Approved by: Talika M. Johnson Sergio Gonzalez Director of Administrative Services City Manager Attachment: 1) Public Works Contract CONTRACT - 1 - CITY OF AZUSA STANDARD CONTRACT ARROW HIGHWAY STREET RESURFACING AND HIGHWAY SAFETY IMPROVEMENT PROJECT; FEDERAL PROJECT NO. HSIPL-5112 (019) – PHASE I THIS CONTRACT is made this day of January, 2023, in the County of Los Angeles, State of California, by and between the City of Azusa, hereinafter called City, and Toro Enterprises, Inc., hereinafter called Contractor. The City and the Contractor for the considerations stated herein agree as follows: ARTICLE 1. SCOPE OF WORK. The Contractor shall perform all Work within the time stipulated in the Contract and shall provide all labor, materials, equipment, tools, utility services, and transportation to complete all of the Work required in strict compliance with the Contract Documents as specified in Article 5 below for the following Project: ARROW HIGHWAY STREET RESURFACING AND HIGHWAY SAFETY IMPROVEMENT PROJECT; FEDERAL PROJECT NO. HSIPL-5112 (019) – PHASE I The Contractor and its surety shall be liable to the City for any damages arising as a result of the Contractor’s failure to comply with this obligation. ARTICLE 2. TIME FOR COMPLETION. The Work shall be commenced on the date stated in the City’s Notice to Proceed. The Contractor shall complete all Work required by the Contract Documents within 60 working days from the commencement date stated in the Notice to Proceed. By its signature hereunder, Contractor agrees the time for completion set forth above is adequate and reasonable to complete the Work. ARTICLE 3. CONTRACT PRICE. The City shall pay to the Contractor as full compensation for the performance of the Contract, subject to any additions or deductions as provided in the Contract Documents, and including all applicable taxes and costs, the sum of Two Million Seven Hundred Forty Nine Thousand Three Hundred Forty Three Dollars and Zero Cents ($2,749,343.00). Payment shall be made as set forth in the General Conditions. ARTICLE 4. LIQUIDATED DAMAGES. In accordance with Government Code section 53069.85, it is agreed that the Contractor will pay the City the sum of $4,800 for each and every calendar day of delay beyond the time prescribed in the Contract Documents for finishing the Work, as Liquidated Damages and not as a penalty or forfeiture. In the event this is not paid, the Contractor agrees the City may deduct that amount from any money due or that may become due the Contractor under the Contract. This Article does not exclude recovery of other damages specified in the Contract Documents. ARTICLE 5. COMPONENT PARTS OF THE CONTRACT. The “Contract Documents” include the following: Attachment 1 CONTRACT - 2 - Notice Inviting Bids Instructions to Bidders Bid Form Contractor’s Certificate Regarding Workers’ Compensation Bid Bond Designation of Subcontractors Information Required of Bidders Non-Collusion Affidavit form Contract Performance Bond Payment Bond General Conditions Special Conditions Technical Specifications Addenda Plans and Drawings Approved and fully executed change orders FHWA-1273 Caltrans Exhibit 12-G Federal Wage Decision Any other documents contained in or incorporated into the Contract The Contactor shall complete the Work in strict accordance with all of the Contract Documents. All of the Contract Documents are intended to be complementary. Work required by one of the Contract Documents and not by others shall be done as if required by all. This Contract shall supersede any prior agreement of the parties. ARTICLE 6. PROVISIONS REQUIRED BY LAW. Each and every provision of law required to be included in these Contract Documents shall be deemed to be included in these Contract Documents. The Contractor shall comply with all requirements of the California Labor Code applicable to this Project. ARTICLE 7. INDEMNIFICATION. Contractor shall provide indemnification as set forth in the General Conditions. ARTICLE 8. PREVAILING WAGES. Contractor shall be required to pay the prevailing rate of wages in accordance with the Labor Code which such rates shall be made available at Azusa City Hall or may be obtained online at http//www.dir.ca.gov/dlsr and which must be posted at the job site. ARTICLE 9. DECLARATION OF POLITICAL CONTRIBUTIONS. Consultant shall, throughout the term of this Agreement, submit to City an annual statement in writing declaring any political contributions of money, in-kind services, or loan made to any member of the city council within the previous twelve-month period by the Consultant and all of Consultant's employees, including any employee(s) that Consultant intends to assign to perform the Services described in this Agreement. CONTRACT - 3 - ARTICLE 10. CONFLICT OF INTEREST. In the procurement of supplies, equipment, construction, and services by sub-recipients, the conflict of interest provisions in (State LCA – 24 CFR 85.36 and Non-Profit Organizations – 24 CFR 84.4), OMB Circular A-110, and 24 CFR 570.611, respectively, shall apply. No employee, officer or agent of the sub-recipient shall participate in selection, or in the award or administration of a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved. IN WITNESS WHEREOF, this Contract has been duly executed by the above-named parties, on the day and year above written. TORO ENTERPRISES, INC. ________________________________ Name and Title ________________________________ Signature of Contractor License No. ______________________ CITY OF AZUSA ________________________________ Robert Gonzales Mayor ________________________________ Sergio Gonzalez City Manager ________________________________ Jeffrey Lawrence Cornejo Jr. City Clerk Approved as to Form: ______________________________ Best Best & Krieger LLP City Attorney BONDS - 4 - PERFORMANCE BOND FOR ARROW HIGHWAY STREET RESURFACING AND HIGHWAY SAFETY IMPROVEMENT PROJECT; FEDERAL PROJECT NO. HSIPL-5112 (019) – PHASE I KNOW ALL PERSONS BY THESE PRESENTS: THAT WHEREAS, City of Azusa (hereinafter referred to as “City”) has awarded to Toro Enterprises, Inc., (hereinafter referred to as the “Contractor”) an agreement for ARROW HIGHWAY STREET RESURFACING AND HIGHWAY SAFETY IMPROVEMENT PROJECT; FEDERAL PROJECT NO. HSIPL-5112 (019) – PHASE I (hereinafter referred to as the “Project”). WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project, (hereinafter referred to as “Contract Documents”), the terms and conditions of which are expressly incorporated herein by reference; and WHEREAS, the Contractor is required by said Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents. NOW, THEREFORE, we, Toro Enterprises, Inc., the undersigned Contractor and _____________________________________________ as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the City in the sum of Two Million Seven Hundred Forty Nine Thousand Three Hundred Forty Three Dollars and Zero Cents ($2,749,343.00), said sum being not less than one hundred percent (100%) of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Contractor, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the Contract Documents and any alteration thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations including the one-year guarantee of all materials and workmanship; and shall indemnify and save harmless the City, its officers and agents, as stipulated in said Contract Documents, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. As a part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees including reasonable attorney’s fees, incurred by City in enforcing such obligation. As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall hold good for a BONDS - 5 - period of one (1) year after the acceptance of the work by City, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage resulting from or caused by defective materials or faulty workmanship. The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains. Nothing herein shall limit the City’s rights or the Contractor or Surety’s obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure section 337.15. Whenever Contractor shall be, and is declared by the City to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the City’s option: (1) Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or (2) Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the City, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents. (3) Permit the City to complete the Project in any manner consistent with California law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents. Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor. Surety shall not utilize Contractor in completing the Project nor shall Surety accept a bid from Contractor for completion of the Project if the CITY, when declaring the Contractor in default, notifies Surety of the City’s objection to Contractor’s further participation in the completion of the Project. The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of BONDS - 6 - any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project. IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________________, 2023. _________________________________________ CONTRACTOR/PRINCIPAL _________________________________________ Name By_______________________________________ SURETY: By: ______________________________________ Attorney-In-Fact The rate of premium on this bond is ____________ per thousand. The total amount of premium charges, $_______________________________. (The above must be filled in by corporate attorney.) THIS IS A REQUIRED FORM Any claims under this bond may be addressed to: (Name and Address of Surety) ___________________________________________ ___________________________________________ ___________________________________________ (Name and Address of Agent or ___________________________________________ Representative for service of process in California, if different ___________________________________________ from above) ___________________________________________ BONDS - 7 - (Telephone number of Surety and ___________________________________________ Agent or Representative for service of process in California BONDS - 8 - STATE OF CALIFORNIA COUNTY OF On before me, (here insert name and title of the officer), personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature __________________________________ (Seal) NOTE: A copy of the Power-of-Attorney to local representatives of the bonding company must be attached hereto. BONDS - 9 - PAYMENT BOND FOR ARROW HIGHWAY STREET RESURFACING AND HIGHWAY SAFETY IMPROVEMENT PROJECT; FEDERAL PROJECT NO. HSIPL-5112 (019) – PHASE I KNOW ALL MEN BY THESE PRESENTS That WHEREAS, the City of Azusa (hereinafter designated as the “City”) has awarded to Toro Enterprises, Inc., hereinafter designated as the “Principal,” a contract for the work described as follows: ARROW HIGHWAY STREET RESURFACING AND HIGHWAY SAFETY IMPROVEMENT PROJECT; FEDERAL PROJECT NO. HSIPL-5112 (019), – PHASE I (the “Project”); and WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth. NOW THEREFORE, we, the Principal and __________________________ as Surety, are held and firmly bound unto the City in the penal sum of Two Million Seven Hundred Forty Nine Thousand Three Hundred Forty Three Dollars and Zero Cents ($2,749,343.00) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Section 3181 of the Civil Code, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Section 18663 of the Revenue and Taxation Code, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, all litigation expenses incurred by the City in such suit, including reasonable attorneys’ fees, court costs, expert witness fees and investigation expenses. This bond shall inure to the benefit of any of the persons named in Section 3181 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond. BONDS - 10 - It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or attempted rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or City and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 3110 or 3112 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned. IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed unoriginal thereof, have been duly executed by the Principal and Surety above named, on the _____ day of ______________________ 2021 the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative pursuant to authority of its governing body. (Corporate Seal of Principal, if corporation) Principal (Property Name of Contractor) By (Signature of Contractor) (Seal of Surety) Surety By Attorney in Fact (Attached Attorney-In-Fact Certificate and Required Acknowledgements) *Note: Appropriate Notarial Acknowledgments of Execution by Contractor and +surety and a power of Attorney MUST BE ATTACHED. CONSENT ITEM E-10 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL VIA: SERGIO GONZALEZ, CITY MANAGER FROM: ROBERT DELGADILLO, P.E., DIRECTOR OF PUBLIC WORKS/CITY ENGINEER DATE: APRIL 17, 2023 SUBJECT: AWARD A CONTRACT FOR THE ARROW HIGHWAY PARKWAY & MEDIAN LANDSCAPE IMPROVEMENTS PROJECT – PHASE II; AND ENTER INTO A MEMORANDUM OF UNDERSTANDING WITH THE CITY OF COVINA BACKGROUND: On September 19, 2022 the City Council authorized staff to solicit a Notice of Inviting Bids for the Arrow Highway Street Resurfacing and Highway Safety Improvement Project – Phase I and Phase II. The proposed improvements in Phase II include median landscaping, irrigation, and parkway improvements within Azusa, Covina and Los Angeles County jurisdictions. Sealed bids were received on March 22, 2023. The proposed actions will award a contract to KASA Construction for the improvements included in the Base Bid and Alternate Bid Schedules, and will authorize the City Manager to execute a Memorandum of Understanding with the City of Covina for the construction of improvements within Covina’s jurisdiction. RECOMMENDATIONS: Staff recommends the City Council take the following actions: 1)Award a contract in the amount of $1,945,183.73, which includes a contingency in the amount of $105,125.48 for potential change orders as needed, to KASA Construction; and 2) Authorize the City Manager to execute a Memorandum of Understanding with the City of Covina for a not to exceed amount of $698,569.70 for the construction of the Arrow Highway Parkway and Median Landscape Improvements within Covina’s jurisdiction; and Approved City Council April 17, 2023 Attachment 2 AWARD A CONTRACT FOR THE ARROW HIGHWAY PARKWAY & MEDIAN LANDSCAPE IMPROVEMENTS PROJECT – PHASE II APRIL 17, 2023 Page 2 3)Authorize the City Manager to execute contracts, in a form acceptable to the City Attorney, on behalf of the City. ANALYSIS: The City of Azusa is currently under contract with Toro Enterprises, Inc. for the construction of the Arrow Highway improvements in Phase I which includes the installation of raised median islands, street resurfacing, signage & striping, and traffic signal modifications. The proposed improvements in Phase II for the Arrow Highway Parkway and Median Landscape Improvements Project includes landscaping and irrigation in the raised median islands and parkway areas located within the City of Azusa, City of Covina and Los Angeles County jurisdictions along Arrow Highway from 500 feet west of Azusa Avenue to 855 feet east of Citrus Avenue. As a part of the Phase II improvements, an alternate bid schedule was included in the contract bid forms for proposed improvements throughout the project limits that fall within the City of Covina. By entering into this memorandum of understanding, the City of Azusa is acting as the lead agency for the project and the City of Covina will be providing payment for those improvements made within their jurisdiction. Sealed bids were received publicly on March 22, 2023. The results are as follows: No. Company Location Total Base Bid 1 KASA Construction Chino, CA $1,051,254.75 2 Marina Landscape, Inc. Orange, CA $1,142,653.00 3 Southern California Landscape, Inc. Fontana, CA $1,214,217.05 4 Mariposa Landscape, Inc. Irwindale, CA $1,292,238.36 5 C.S. Legacy Construction, Inc.Walnut, CA $1,394,161.35 The lowest, responsive bid was submitted by KASA Construction who has been in business in Southern California since 2008. KASA Construction is a general and landscape contractor which holds additional contractor licenses including Class B and C-10. ENVIRONMENTAL CLEARANCE: This action is categorically exempt from the requirements of the California Environmentally Quality Act (CEQA) pursuant to Section 15301 Class 1 (c) – Rehabilitation of Existing Streets and Highways. Staff has filed a Notice of Exemption with the Los Angeles County Clerk’s Office. AWARD A CONTRACT FOR THE ARROW HIGHWAY PARKWAY & MEDIAN LANDSCAPE IMPROVEMENTS PROJECT – PHASE II APRIL 17, 2023 Page 3 FISCAL IMPACT: The recommended actions award a contract to KASA Construction in the amount of $1,840,058.25 (Base Bid $1,051,254.75 + Alternate Bid $788,803.50) and further authorizes staff to amend the contract up to 10% of the Base Bid Price or $105,125.48 for a total not-to-exceed contract amount of $1,945,183.73. This construction project will be funded by $940,000 with LACMTA Local- Return Funds per Exchange Agreement (STPL Funds Balance), and $1,005,183.73 with available Measure M funds. Upon Council approval, staff will prepare a budget amendment and increase $940,000 in STPL budget and $1,005,183.73 in Measure M budget under the Public Works Department. The City of Azusa has agreed to fund the landscaping improvements within the County’s jurisdiction per the Cooperative Agreement approved by Council on April 5, 2022. Per the Memorandum of Understanding (MOU), the City of Covina shall reimburse the City of Azusa for construction administration services and improvements constructed within the City of Covina’s right of way as a part of this project. The total estimated cost for Covina’s improvements is $698,569.70. Any increases related to the construction of the project will be reflected in an amendment to the proposed agreement. Covina’s actual shared costs will be based upon a final accounting after completion of the project. After the City of Covina reimburses the City of Azusa for the stated scope of work in the amount of $698,569.70, the net project costs will be $1,246,614.03 ($1,945,183.73 - $698,569.70) Prepared by: Reviewed by: Christina Curiel Robert Delgadillo, P.E. Public Works Project Manager Director of Public Works/ City Engineer Fiscal Review by: Reviewed and Approved by: Talika M. Johnson Sergio Gonzalez Director of Administrative Services City Manager Attachment: 1) Public Works Contract 2) KASA Construction Bid 3) MOU between the City of Azusa and the City of Covina CONTRACT - 1 - CITY OF AZUSA STANDARD CONTRACT ARROW HIGHWAY PARKWAY AND MEDIAN LANDSCAPE IMPROVEMENTS PROJECT – PHASE II THIS CONTRACT is made this __ day of April, 2023, in the County of Los Angeles, State of California, by and between the City of Azusa, hereinafter called City, and KASA Construction, Inc., hereinafter called Contractor. The City and the Contractor for the considerations stated herein agree as follows: ARTICLE 1. SCOPE OF WORK. The Contractor shall perform all Work within the time stipulated in the Contract and shall provide all labor, materials, equipment, tools, utility services, and transportation to complete all of the Work required in strict compliance with the Contract Documents as specified in Article 5 below for the following Project: ARROW HIGHWAY PARKWAY AND MEDIAN LANDSCAPE IMPROVEMENTS PROJECT – PHASE II The Contractor and its surety shall be liable to the City for any damages arising as a result of the Contractor’s failure to comply with this obligation. ARTICLE 2. TIME FOR COMPLETION. The Work shall be commenced on the date stated in the City’s Notice to Proceed. The Contractor shall complete all Work required by the Contract Documents within 60 working days from the commencement date stated in the Notice to Proceed. By its signature hereunder, Contractor agrees the time for completion set forth above is adequate and reasonable to complete the Work. ARTICLE 3. CONTRACT PRICE. The City shall pay to the Contractor as full compensation for the performance of the Contract, subject to any additions or deductions as provided in the Contract Documents, and including all applicable taxes and costs, the sum of One Million Eight Hundred Forty Thousand Fifty Eight Dollars and Twenty Five Cents ($1,840,058.25). Payment shall be made as set forth in the General Conditions. ARTICLE 4. LIQUIDATED DAMAGES. In accordance with Government Code section 53069.85, it is agreed that the Contractor will pay the City the sum of $500 for each and every calendar day of delay beyond the time prescribed in the Contract Documents for finishing the Work, as Liquidated Damages and not as a penalty or forfeiture. In the event this is not paid, the Contractor agrees the City may deduct that amount from any money due or that may become due the Contractor under the Contract. This Article does not exclude recovery of other damages specified in the Contract Documents. ARTICLE 5. COMPONENT PARTS OF THE CONTRACT. The “Contract Documents” include the following: Attachment 1 CONTRACT - 2 - Notice Inviting Bids Instructions to Bidders Bid Form Contractor’s Certificate Regarding Workers’ Compensation Bid Bond Designation of Subcontractors Information Required of Bidders Non-Collusion Affidavit form Contract Performance Bond Payment Bond General Conditions Special Conditions Technical Specifications Addenda Plans and Drawings Approved and fully executed change orders Any other documents contained in or incorporated into the Contract The Contactor shall complete the Work in strict accordance with all of the Contract Documents. All of the Contract Documents are intended to be complementary. Work required by one of the Contract Documents and not by others shall be done as if required by all. This Contract shall supersede any prior agreement of the parties. ARTICLE 6. PROVISIONS REQUIRED BY LAW. Each and every provision of law required to be included in these Contract Documents shall be deemed to be included in these Contract Documents. The Contractor shall comply with all requirements of the California Labor Code applicable to this Project. ARTICLE 7. INDEMNIFICATION. Contractor shall provide indemnification as set forth in the General Conditions. ARTICLE 8. PREVAILING WAGES. Contractor shall be required to pay the prevailing rate of wages in accordance with the Labor Code which such rates shall be made available at Azusa City Hall or may be obtained online at http//www.dir.ca.gov/dlsr and which must be posted at the job site. ARTICLE 9. DECLARATION OF POLITICAL CONTRIBUTIONS. Consultant shall, throughout the term of this Agreement, submit to City an annual statement in writing declaring any political contributions of money, in-kind services, or loan made to any member of the city council within the previous twelve-month period by the Consultant and all of Consultant's employees, including any employee(s) that Consultant intends to assign to perform the Services described in this Agreement. ARTICLE 10. CONFLICT OF INTEREST. In the procurement of supplies, equipment, construction, and services by sub-recipients, the conflict of interest provisions in (State LCA – CONTRACT - 3 - 24 CFR 85.36 and Non-Profit Organizations – 24 CFR 84.4), OMB Circular A-110, and 24 CFR 570.611, respectively, shall apply. No employee, officer or agent of the sub-recipient shall participate in selection, or in the award or administration of a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved. IN WITNESS WHEREOF, this Contract has been duly executed by the above-named parties, on the day and year above written. KASA CONSTRUCTION, INC. ________________________________ Name and Title ________________________________ Signature of Contractor License No. ______________________ CITY OF AZUSA ________________________________ Robert Gonzales Mayor ________________________________ Sergio Gonzalez City Manager ________________________________ Jeffrey Lawrence Cornejo Jr. City Clerk Approved as to Form: ______________________________ Best Best & Krieger LLP City Attorney BONDS - 4 - PERFORMANCE BOND FOR ARROW HIGHWAY PARKWAY AND MEDIAN LANDSCAPE IMPROVEMENTS PROJECT – PHASE II KNOW ALL PERSONS BY THESE PRESENTS: THAT WHEREAS, City of Azusa (hereinafter referred to as “City”) has awarded to KASA Construction, Inc., (hereinafter referred to as the “Contractor”) an agreement for ARROW HIGHWAY PARKWAY AND MEDIAN LANDSCAPE IMPROVEMENTS PROJECT - PHASE II (hereinafter referred to as the “Project”). WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project, (hereinafter referred to as “Contract Documents”), the terms and conditions of which are expressly incorporated herein by reference; and WHEREAS, the Contractor is required by said Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents. NOW, THEREFORE, we, KASA Construction, Inc., the undersigned Contractor and _____________________________________________ as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the City in the sum of One Million Eight Hundred Forty Thousand Fifty Eight Dollars and Twenty Five Cents ($1,840,058.25), said sum being not less than one hundred percent (100%) of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Contractor, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the Contract Documents and any alteration thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations including the one-year guarantee of all materials and workmanship; and shall indemnify and save harmless the City, its officers and agents, as stipulated in said Contract Documents, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. As a part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees including reasonable attorney’s fees, incurred by City in enforcing such obligation. As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall hold good for a period of one (1) year after the acceptance of the work by City, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage resulting from or caused by defective materials or faulty workmanship. BONDS - 5 - The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains. Nothing herein shall limit the City’s rights or the Contractor or Surety’s obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure section 337.15. Whenever Contractor shall be, and is declared by the City to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the City’s option: (1) Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or (2) Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the City, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents. (3) Permit the City to complete the Project in any manner consistent with California law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents. Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor. Surety shall not utilize Contractor in completing the Project nor shall Surety accept a bid from Contractor for completion of the Project if the CITY, when declaring the Contractor in default, notifies Surety of the City’s objection to Contractor’s further participation in the completion of the Project. The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project. BONDS - 6 - IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________________, 2023. _________________________________________ CONTRACTOR/PRINCIPAL _________________________________________ Name By_______________________________________ SURETY: By: ______________________________________ Attorney-In-Fact The rate of premium on this bond is ____________ per thousand. The total amount of premium charges, $_______________________________. (The above must be filled in by corporate attorney.) THIS IS A REQUIRED FORM Any claims under this bond may be addressed to: (Name and Address of Surety) ___________________________________________ ___________________________________________ ___________________________________________ (Name and Address of Agent or ___________________________________________ Representative for service of process in California, if different ___________________________________________ from above) ___________________________________________ (Telephone number of Surety and ___________________________________________ Agent or Representative for service of process in California BONDS - 7 - STATE OF CALIFORNIA COUNTY OF On before me, (here insert name and title of the officer), personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature __________________________________ (Seal) NOTE: A copy of the Power-of-Attorney to local representatives of the bonding company must be attached hereto. BONDS - 8 - PAYMENT BOND FOR ARROW HIGHWAY PARKWAY AND MEDIAN LANDSCAPE IMPROVEMENTS PROJECT - PHASE II KNOW ALL MEN BY THESE PRESENTS That WHEREAS, the City of Azusa (hereinafter designated as the “City”) has awarded to KASA Construction, Inc., hereinafter designated as the “Principal,” a contract for the work described as follows: ARROW HIGHWAY PARKWAY AND MEDIAN LANDSCAPE IMPROVEMENTS PROJECT – PHASE II (the “Project”); and WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth. NOW THEREFORE, we, the Principal and __________________________ as Surety, are held and firmly bound unto the City in the penal sum of One Million Eight Hundred Forty Thousand Fifty Eight Dollars and Twenty Five Cents ($1,840,058.25) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Section 3181 of the Civil Code, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Section 18663 of the Revenue and Taxation Code, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, all litigation expenses incurred by the City in such suit, including reasonable attorneys’ fees, court costs, expert witness fees and investigation expenses. This bond shall inure to the benefit of any of the persons named in Section 3181 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond. It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for BONDS - 9 - performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or attempted rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or City and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 3110 or 3112 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned. IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed unoriginal thereof, have been duly executed by the Principal and Surety above named, on the _____ day of ______________________ 2021 the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative pursuant to authority of its governing body. (Corporate Seal of Principal, if corporation) Principal (Property Name of Contractor) By (Signature of Contractor) (Seal of Surety) Surety By Attorney in Fact (Attached Attorney-In-Fact Certificate and Required Acknowledgements) *Note: Appropriate Notarial Acknowledgments of Execution by Contractor and +surety and a power of Attorney MUST BE ATTACHED. Agreement Number 9200000000HIP2140 1 EXCHANGE AGREEMENT AND ASSIGNMENT OF FEDERAL SURFACE TRANSPORTATION PROGRAM -LOCAL AND HIGHWAY INFRASTRUCT URE PROGRAMS FUNDS This Exchange Agreement and Assignment of Federal Surface Transportation Program-Local and Highway Infrastructure Programs Funds ("AGREEMENT"), is made and entered into as of July 1, 2022, by and between the City of Azusa ("CITY") and the Los Angeles County Metropolitan Transportation Authority ("LACMTA"). RECITALS: CITY is eligible for and has available Federal Surface Transportation Program-Local ("STP-L Funds") and Highway Infrastructure Programs funds ("HIP Funds"). A.CITY desires to exchange $971,834 of CITY's STP-L Funds ("STP-L Funds Balance") and its total allocation of $231,475 of CITY's HIP Funds ("HIP Funds Balance") that LACMTA approved on April 22, 2021 for a like total amount of $1,203,309 of LACMTA Local Transportation Funds ("LACMTA Funds"). B.LACMTA is willing to exchange $1,203,309 in LACMTA Funds for a like total amount of CITY's STP-L Funds and CITY's HIP Funds subject to the terms and conditions contained herein. C.An exchange of CITY's STP-L Funds and CITY's HIP Funds with LACMTA Funds is beneficial to and in the general interest of CITY and LACMTA. NOW THEREFORE, in consideration of the mutual benefits to be derived by CITY and LACMTA, and of the promises contained herein, it is hereby agreed as follows: AGREEMENT: 1.CITY hereby assigns to LACMTA $971,834 of CITY's STP -L Funds and $231,475 of CITY's HIP Funds. LACMTA shall be authorized to deduct such amount s from CITY's STP-L Funds Balance and CITY's HIP Funds Balance, respectively. This assignment shall be automatically effective upon full execution of this AGREEMENT without the necessity of the execution, delivery or recording of any further instrument whatsoever. Notwithstanding the foregoing, at LACMTA's request, CITY shall execute and deliver such documents and instruments as may be required to evidence such assignment of STP-L Funds and HIP Funds. 2.LACMTA hereby accepts CITY's assignment of CITY's STP-L Funds and CITY's HIP Funds for use on federal-aid eligible project(s), to be determined by LACMTA in its sole and absolute discretion. Attachment 3 Agreement Number 9200000000HIP2140 2 3.Upon receipt of (i) a fully executed AGREEMENT, (ii) CITY's written certification of the amount s of CITY's STP -L Funds Balance and CITY's HIP Fund s Balance, as defined herein, whic h CITY's STP -L Funds Balance and CITY’s HIP Funds Balance show that CITY has sufficient STP -L Funds and HIP Funds to meet its obligations hereunder, and (iii) LACMTA's deduction of CITY's STP-L Funds and CITY's HIP Funds as provided in paragraph 1 above, LACMTA shall pay CITY $1,179,242 of LACMTA Funds which includes the deduction for the processing fee describ ed in paragraph 5 below. For purposes of this AGREEMENT, CITY's "STP -L Funds Balance" and CITY's "HIP Funds Balance " shall mean the amount s of funds contained in CITY's STP -L Funds and CITY's HIP Funds accounts as of the date that this AGREEMENT is fully executed , which include CITY's apportionment share of FY22 STP-L Fund s and share of HIP Funds from the federal Coronavirus Response and Relief Supplemental Appropriations Act (CRRSAA) that was enacted on December 27, 2020 . If the STP -L Funds Balance and HIP Funds Balance become insufficient to satisfy CITY's exchange obligations hereunder, CITY hereby authorizes LACMTA to deduct from CITY's future balance of STP-L funds until LACMTA has in the aggregate received the amount of CITY's STP -L Funds and CITY's HIP Funds specified in paragraph 1 above. 4.CITY must complete an d submit an Automated Clearing House (ACH) form (Exhibit A) through LACMTA 's website to allow LACMTA to ma ke disbursements electronically. Disbursements via ACH will be made at no cost to CITY. If electronic disbursements are not the preferred method of disbursement, CITY may request an exception in writing. 5.CITY shall pay LACMTA a two -percent (2%) processing and administrative fee (the "Processing Fee") in connection with the exchange contemplated by this AGREEMENT. The Processing Fee shall be assessed against the total amount of LACMTA Funds payable to CITY. CITY hereby authorizes LACMTA to d educt the Processing Fee from the amount LACMTA is to pay CITY hereunder. 6.CITY shall expend the LACMTA Funds on an STP -L and HIP Eligible Project and by the Lapsing Date , consistent with the Statement of Work , Schedule and Budget provided in Exhibit B . For the purposes of this AGREEMENT, the "Lapsing Date" shall mean the date that is three (3) years from the date that this AGREEMENT is fully executed. Any LACMTA Funds not expended by the Lapsing Date shall lapse and be returned to LACMTA within thirty (30) days of the Lapsing Date for further programming to third parties as LACMTA determines in its sole discretion. A.For the purposes of this AGREEMENT, the term "Eligible Project " shall mean the transportation activities described in Exhibit B that: i) would normally qualify under S ection 133(b) of Title 23, U.S.C : or ii) are for costs related to preventive maintenance, routine maintenance, debt service payments, availability payments, operations, personnel (including salaries of employees and those employees who have been placed on administrative leave , or contractors), and coverage for other revenue losses due to the coronavirus pandemic . Any other applicable federal regulations and standards related to procur ement and project delivery issues may be substituted with applicable state and local regulations, standards, and policies. Agreement Number 9200000000HIP2140 3 B. The term "expend" as used in Section 6 shall mean "encumbered by an awarded contract or paid for an eligible transportation activity ". C. If the LACMTA Funds have lapsed and CITY has not returned all or a portion of the lapsed LACMTA Funds to LACMTA, then CITY shall be considered to be in default and agrees that such outstanding payments shall be paid from CITY fun ds in the following priority: first, from any of CITY 's unobligated HIP Funds Balance, then from CITY 's STP-L Funds Balance , then from CITY's Proposition A local return funds, then from CITY 's Propo sition C local return funds, then from CITY 's Measure R local return funds , and then from CITY 's Measure M local return funds . If CITY is in default hereunder, in addition to all rights and remedies available to LACMTA at law or in equity and without further notice or ability to cure by CITY, CITY her eby authorizes LACMTA to withhold the applicable HIP, STP -L or local return funds in the amount needed to satisfy the outstanding amount of lapsed LACMTA Funds due and owing to LACMTA prior to LACMTA transferring the balance of such funds to the CITY in accordance with the applicable state laws or ordinances. 7. CITY must use the LACMTA Funds in the most cost -effective manner. If CITY intends to use a consultant or contractor to imp lement all or part of the STP -L and HIP Eligible Project, LACMTA requires that such activities be procured in accordance with CITY's contracting procedures and be consistent with State law as appropriate. CITY will also use the LACMTA Funds in the most cost -effective manner when the LACMTA Funds are used to pay "in -hous e" staff time. CITY staff or consultants with project oversight roles may not award work to companies in which they have a financial or personal interest. This effective use of funds provision will be verified by LACMTA through on -going project monitoring and through any LACMTA interim and final audits. 8. LACMTA, and/or its designee, shall have the right to conduct audits of CITY's use of the LACMTA Funds, as deemed appropriate, such as financial and compliance audits; interim audits; pre -award audits, perfo rmance audits, and final audits. CITY agrees to establish and maintain proper accounting procedures and cash management records and documents in accordance with Generally Accepted Accounting Principles (GAAP). CITY's records shall include, without limitati on, any supporting evidence deemed necessary by LACMTA to substantiate CITY's use of LACMTA Funds. These records must be retained by CITY for five years following CITY's last use of the LACMTA Funds. CITY shall reimburse LACMTA for any expenditure not in c ompliance with the Scope of Work and/or not in compliance with other terms and conditions of this AGREEMENT. The eligibility of costs for CITY's own expenditures submitted to LACMT A for the Eligible Project shall be in compliance with Office of Management and Budget (OMB) Circular A -87 (relocated to Title 2 in the Code of Federal Regulations , Subtitle A, Chapter II, part 225 ). The eligibility of costs for CITY's contractors, consultants, and suppliers expenditures submitted to LACMTA through CITY's Monthly Progress Reports and Quarterly Expenditures shall be in compliance with OMB Circular A -87 (as relocated) or Federal Acquisition Regulation (FAR) Subpart 31 (whichever is applicable). Findings of the LACMTA audit are final. When LACMTA audit findings requir e CITY to return monies to LACMTA, CITY agrees to Agreement Number 9200000000HIP2140 4 return the monies within thirty (30) days after the final audit is sent to CITY. 9. The terms of this AGREEMENT shall commence on the date that this AGREEMENT is fully executed and shall terminate once CITY ha s expended all the LACMTA Funds and all LACMTA audit and reporting requirements have been satisfied. 10. CITY shall fully indemnify, defend and hold LACMTA and its officers, agents, and employees harmless from and against any liability and expenses, including, without limitation, defend costs, any costs or liability on account of bodily injury, death or personal injury of any person, or for damages of any nature whatsoever arising out of (i) a breach of CITY's obligations under this AGREEMENT; or (ii) any act or omission of CITY or its officers, agents, employees, contractors, or subcontractors in the use of the LACMTA Funds. 11. LACMTA shall fully indemnify, defend and hold CITY and its officers, agents, and employees harmless from and against any liability and expenses, including, without limitation, defend costs, any costs or liability on account of bodily injury, death or personal injury of any person, or for damages to or loss of risk of property, any environmental obligations, any legal fees and any claims for damages of any nature whatsoever arising out of (i) a breach of LACMTA's obligations under this AGREEMENT; or (ii) any act or omission of LACMTA or its officers, agents, employees, contractors, or subcontractors in the use of CITY's STP-L Funds and CITY's HIP Funds. 12. This AGREEMENT may be amended or modified only by mutual written consent of LACMTA and CITY. 13. Any correspondence, communication, or contact concerning this AGREEMENT shall be directed to the following: CITY OF AZUSA Robert Delgadillo, Director of Public Works/City Engineer City of Azusa 213 E. Foothill Blvd. Azusa, CA 91702 rdelgadillo@azusaca.gov LACMTA Michael Richmai Senior Manager, Countywide Planning and Development One Gateway Plaza (Mail Stop: 99-23-3) Los Angeles, California 90012-2952 RichmaiM@metro.net 14. This AGREEMENT shall be interpreted and governed by the laws of the State of California. 15. This AGREEMENT constitutes the entire understanding between the parties with respect to the subject matter herein. Agreement Number 9200000000HIP2140 Exhibit A AUTOMATED CLEARING HOUSE (ACH) PAYMENT AUTHORIZATION Agreement Number 9200000000HIP2140 Exhibit A AUTOMATED CLEARING HOUSE (ACH) PAYMENT AUTHORIZATION Agreement Number 9200000000HIP2140 Exhibit A AUTOMATED CLEARING HOUSE (ACH) PAYMENT AUTHORIZATION Agreement Number 9200000000HIP2140 Exhibit B STATEMENT OF WORK Project Title: Street Improvements in the City of Azusa. Arrow Highway Raised Median: The project will incorporate raised median islands with doweled median curb, ADA compliant curb ramps, minor asphalt concrete paving to address drainage, pavement resurfacing, landscape improvements, and signing & striping. The improvements on Arrow Highway are from 500 feet west of Azusa Avenue to Citrus Avenue. Foothill Boulevard Pavement Rehabilitation: The project includes concrete improvement, irrigation, landscape improvements, and signing & striping on Foothill Boulevard from Orange Avenue to Alosta Avenue. Additional concrete improvements on Alosta Avenue from Foothill Boulevard to Citrus Avenue are also part of this project. Project Schedule Arrow Highway Foothill Boulevard Advertise November 2022 January 2023 Award Contract January 2023 March 2023 Start Construction February 2023 April 2023 Complete Construction June 2023 August 2023 Project Funding Arrow Highway Foothill Boulevard TOTAL LACMTA Funds* $940,000 $239,242 $1,179,242 Total Funding $940,000 $239,242 $1,179,242 *Net of 2% processing and administrative fee.