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HomeMy WebLinkAbout03-25-2025 Cooperative Agreement with Caltrans - Prado Interchange ProjectAgreement No. 05-0464 Project No.: 0516000105 EA: 05-1H640 05-SLO-101-26.5/27.3 Agreement No. 05-0464 | 05-SLO-101 | EA: 05-1H640 Page | 1 COOPERATIVE AGREEMENT COVER SHEET Work Description THE PROPOSED PROJECT INCLUDES IMPROVEMENTS TO EXTEND PRADO ROAD OVER US 101 TO CONNECT WITH DALIDIO DRIVE, RECONSTRUCTING THE EXISTING U.S. ROUTE 101 (US 101) NORTHBOUND (NB) OFF-RAMP AND ON-RAMP CONNECTIONS WITH PRADO ROAD, AND CONSTRUCT AN AUXILIARY LANE ON NORTHBOUND US 101 BETWEEN THE PROADO ROAD AND MADONNA ROAD IN ORDER TO PROVIDE CONGESTION RELIEF, OPERATIONAL EFFICIENCY AND MULTIMODAL CONNECTIVITY Contact Information The information provided below indicates the primary contact information for each PARTY to this AGREEMENT. PARTIES will notify each other in writing of any personnel or location changes. Contact information changes do not require an amendment to this AGREEMENT. CALTRANS Paul Valadao, Project Manager 50 Higuera Street San Luis Obispo, CA 93401 Office Phone: 916-764-9123 Fax Number: 805-549-3233 Email: paul.valadao@dot.ca.gov CITY OF SAN LUIS OBISPO Wyatt BankerHix, Supervising Civil Engineer 919 Palm Street San Luis Obispo, CA 93401 Office Phone: 805-296-1609 Email: wbanker@slocity.org Agreement No. 05-0464 Project No.: 0516000105 EA: 05-1H640 05-SLO-101-26.5/27.3 Agreement No. 05-0464 | 05-SLO-101 | EA: 05-1H640 Page | 2 Table of Contents COOPERATIVE AGREEMENT COVER SHEET .......................................................................................... 1 Work Description ......................................................................................................................................... 1 Contact Information ..................................................................................................................................... 1 CALTRANS ............................................................................................................................................. 1 CITY OF SAN LUIS OBISPO ................................................................................................................ 1 COOPERATIVE AGREEMENT ..................................................................................................................... 4 RECITALS ....................................................................................................................................................... 4 RESPONSIBILITIES ....................................................................................................................................... 5 Sponsorship .................................................................................................................................................. 5 Implementing Agency .................................................................................................................................. 5 Funding ........................................................................................................................................................ 6 CALTRANS' Quality Management.............................................................................................................. 6 CEQA/NEPA Lead Agency .......................................................................................................................... 6 Environmental Permits, Approvals and Agreements .................................................................................... 7 Plans, Specifications, and Estimate (PS&E) ................................................................................................ 7 Schedule ....................................................................................................................................................... 8 Additional Provisions ................................................................................................................................... 8 Standards .................................................................................................................................................. 8 Noncompliant Work ................................................................................................................................. 8 Qualifications ........................................................................................................................................... 8 Consultant Selection ................................................................................................................................ 9 Encroachment Permits ............................................................................................................................. 9 Protected Resources ................................................................................................................................. 9 Disclosures ............................................................................................................................................... 9 Hazardous Materials ................................................................................................................................ 9 Claims .................................................................................................................................................... 10 Accounting and Audits ........................................................................................................................... 11 Interruption of Work .............................................................................................................................. 11 Penalties, Judgments and Settlements .................................................................................................... 11 Agreement No. 05-0464 Project No.: 0516000105 EA: 05-1H640 05-SLO-101-26.5/27.3 Agreement No. 05-0464 | 05-SLO-101 | EA: 05-1H640 Page | 3 Project Files ........................................................................................................................................... 11 Environmental Compliance ................................................................................................................... 12 GENERAL CONDITIONS ............................................................................................................................ 12 Venue .......................................................................................................................................................... 12 Exemptions ................................................................................................................................................. 12 Indemnification .......................................................................................................................................... 12 Non-parties ................................................................................................................................................. 13 Ambiguity and Performance ...................................................................................................................... 13 Defaults ...................................................................................................................................................... 13 Dispute Resolution ..................................................................................................................................... 13 Prevailing Wage ......................................................................................................................................... 14 SIGNATURES ................................................................................................................................................ 15 Agreement No. 05-0464 Project No.: 0516000105 EA: 05-1H640 05-SLO-101-26.5/27.3 Agreement No. 05-0464 | 05-SLO-101 | EA: 05-1H640 Page | 4 COOPERATIVE AGREEMENT This AGREEMENT, executed on and effective from __________________________, is between the State of California, acting through its Department of Transportation, referred to as CALTRANS, and: City of San Luis Obispo, a body politic and municipal corporation or chartered city of the State of California, referred to hereinafter as CITY. An individual signatory agency in this AGREEMENT is referred to as a PARTY. Collectively, the signatory agencies in this AGREEMENT are referred to as PARTIES. RECITALS 1. PARTIES are authorized to enter into a cooperative agreement for improvements to the State Highway System (SHS) per the California Streets and Highways Code, Sections 114 and 130. 2. For the purpose of this AGREEMENT, the proposed project includes improvements to extend Prado Road over US 101 to connect with Dalidio Drive, reconstructing the existing U.S. Route 101 (US 101) northbound (NB) off-ramp and on-ramp connections with Prado Road, and construct an auxiliary lane on northbound US 101 between the Proado Road and Madonna Road in order to provide congestion relief, operational efficiency and multimodal connectivity, will be referred to hereinafter as PROJECT. The PROJECT scope of work is defined in the project initiation and approval documents (e.g. Project Study Report, Design Engineering Evaluation Report, or Project Report). 3. All obligations and responsibilities assigned in this AGREEMENT to complete the following PROJECT COMPONENT will be referred to hereinafter as WORK: • PLANS, SPECIFICATIONS, AND ESTIMATE (PS&E) Each PROJECT COMPONENT is defined in the CALTRANS Workplan Standards Guide as a distinct group of activities/products in the project planning and development process. 4. The term AGREEMENT, as used herein, includes this document and any attachments, exhibits, and amendments. This AGREEMENT is separate from and does not modify or replace any other cooperative agreement or memorandum of understanding between the PARTIES regarding the PROJECT. PARTIES intend this AGREEMENT to be their final expression that supersedes any oral understanding or writings pertaining to the WORK. The requirements of this AGREEMENT will preside over any conflicting requirements in any documents that are made an express part of this AGREEMENT. If any provisions in this AGREEMENT are found by a court of competent jurisdiction to be, or are in fact, illegal, inoperative, or unenforceable, those provisions do not render any or all other March 25, 2025 Agreement No. 05-0464 Project No.: 0516000105 EA: 05-1H640 05-SLO-101-26.5/27.3 Agreement No. 05-0464 | 05-SLO-101 | EA: 05-1H640 Page | 5 AGREEMENT provisions invalid, inoperative, or unenforceable, and those provisions will be automatically severed from this AGREEMENT. Except as otherwise provided in the AGREEMENT, PARTIES will execute a written amendment if there are any changes to the terms of this AGREEMENT. PARTIES agree to sign a CLOSURE STATEMENT to terminate this AGREEMENT. However, all indemnification, document retention, audit, claims, environmental commitment, legal challenge, maintenance and ownership articles will remain in effect until terminated or modified in writing by mutual agreement or expire by the statute of limitations. 5. The following work associated with this PROJECT has been completed or is in progress: • CITY completed the Project Initiation Document (PID) on March 30, 2018 (Cooperative Agreement No. 05-0313). • CITY approved the Environmental Impact Report (EIR) on August 30, 2023 (Cooperative Agreement No. 05-0332). • CITY approved the Categorical Exclusion (CE) on August 30, 2023 (Cooperative Agreement No. 05-0332). • CITY is developing the Project Report (Cooperative Agreement No. 05-0332). 6. In this AGREEMENT capitalized words represent defined terms, initialisms, or acronyms. 7. PARTIES hereby set forth the terms, covenants, and conditions of this AGREEMENT. RESPONSIBILITIES Sponsorship 8. A SPONSOR is responsible for establishing the scope of the PROJECT and securing the financial resources to fund the WORK. A SPONSOR is responsible for securing additional funds when necessary or implementing PROJECT changes to ensure the WORK can be completed with the funds committed in this AGREEMENT. PROJECT changes, as described in the CALTRANS Project Development Procedures Manual, will be approved by CALTRANS as the owner/operator of the State Highway System. 9. CITY is the SPONSOR for the WORK in this AGREEMENT. Implementing Agency 10. The IMPLEMENTING AGENCY is the PARTY responsible for managing the scope, cost, schedule, and quality of the work activities and products of a PROJECT COMPONENT. Agreement No. 05-0464 Project No.: 0516000105 EA: 05-1H640 05-SLO-101-26.5/27.3 Agreement No. 05-0464 | 05-SLO-101 | EA: 05-1H640 Page | 6 • CITY is the Plans, Specifications, and Estimate (PS&E) IMPLEMENTING AGENCY. PS&E includes the development of the plans, specifications, and estimate; obtaining any resource agency permits; and the advertisement/award of the construction contract. 11. CITY will provide a Quality Management Plan (QMP) for the WORK in every PROJECT COMPONENT that they are implementing. The QMP describes the IMPLEMENTING AGENCY's quality policy and how it will be used. The QMP will include a process for resolving disputes between the PARTIES at the team level. The QMP is subject to CALTRANS review and concurrence. 12. Any PARTY responsible for completing WORK will make its personnel and consultants that prepare WORK available to help resolve WORK-related problems and changes for the entire duration of the PROJECT including PROJECT work that may occur under separate agreements. Funding 13. The WORK does not use funds administered by CALTRANS. PARTIES will amend this AGREEMENT should this condition change. 14. Each PARTY is responsible for the costs they incur in performing the WORK. CALTRANS' Quality Management 15. CALTRANS, as the owner/operator of the State Highway System (SHS), will perform quality management work including Quality Management Assessment (QMA) and owner/operator approvals for the portions of WORK within the existing and proposed SHS right-of-way. 16. CALTRANS' Quality Management Assessment (QMA) efforts are to ensure that CITY's quality assurance results in WORK that is in accordance with the applicable standards and the PROJECT's quality management plan (QMP). QMA does not include any efforts necessary to develop or deliver WORK or any validation by verifying or rechecking WORK. When CALTRANS performs QMA, it does so for its own benefit. No one can assign liability to CALTRANS due to its QMA. 17. CALTRANS, as the owner/operator of the State Highway System, will approve WORK products in accordance with CALTRANS policies and guidance and as indicated in this AGREEMENT. 18. CITY will provide WORK-related products and supporting documentation upon CALTRANS' request for the purpose of CALTRANS' quality management work. 19. The cost of CALTRANS’ quality management work is to be borne by CALTRANS. CEQA/NEPA Lead Agency 20. CALTRANS is the CEQA Lead Agency for the PROJECT. Agreement No. 05-0464 Project No.: 0516000105 EA: 05-1H640 05-SLO-101-26.5/27.3 Agreement No. 05-0464 | 05-SLO-101 | EA: 05-1H640 Page | 7 21. CALTRANS is the NEPA Lead Agency for the PROJECT. Environmental Permits, Approvals and Agreements 22. CITY will comply with the commitments and conditions set forth in the environmental documentation, environmental permits, approvals, and applicable agreements as those commitments and conditions apply to CITY's responsibilities in this AGREEMENT. 23. Unless otherwise assigned in this AGREEMENT, the IMPLEMENTING AGENCY for a PROJECT COMPONENT is responsible for all PROJECT COMPONENT WORK associated with coordinating, obtaining, implementing, renewing, and amending the PROJECT permits, agreements, and approvals whether they are identified in the planned project scope of work or become necessary in the course of completing the PROJECT. 24. The PROJECT requires the following environmental permits/approvals: ENVIRONMENTAL PERMITS/REQUIREMENTS Local Agency Concurrence/Permit 1602 California Department of Fish & Wildlife Plans, Specifications, and Estimate (PS&E) 25. As the PS&E IMPLEMENTING AGENCY, CITY is responsible for all PS&E WORK except those activities and responsibilities that are assigned to another PARTY and those activities that are excluded under this AGREEMENT. 26. CALTRANS will be responsible for completing the following PS&E activities: CALTRANS Work Breakdown Structure Identifier (If Applicable) 100.15.10.xx Quality Management 27. This AGREEMENT does not include the RIGHT-OF-WAY PROJECT COMPONENT. Completion of PS&E may depend upon completion of some RIGHT-OF-WAY activities. PARTIES acknowledge that the WORK may not result in a product that can be used to advertise and award a contract for the CONSTRUCTION PROJECT COMPONENT without completing some activities under a separate agreement or by later amending this AGREEMENT. 28. CITY will prepare Utility Conflict Maps identifying the accommodation, protection, relocation, or removal of any existing utility facilities that conflict with construction of the PROJECT or that violate CALTRANS’ encroachment policy. CITY will provide CALTRANS a copy of Utility Conflict Maps for CALTRANS' concurrence prior to issuing the Notices to Owner and executing the utility agreement. All utility conflicts will be addressed in the PROJECT plans, specifications, and estimate. Agreement No. 05-0464 Project No.: 0516000105 EA: 05-1H640 05-SLO-101-26.5/27.3 Agreement No. 05-0464 | 05-SLO-101 | EA: 05-1H640 Page | 8 29. CITY will determine the cost to positively identify and locate, accommodate, protect, relocate, or remove any utility facilities whether inside or outside the State Highway System right-of-way in accordance with federal and California laws and regulations, and CALTRANS’ policies, procedures, standards, practices, and applicable agreements including but not limited to Freeway Master Contracts. Schedule 30. PARTIES will manage the WORK schedule to ensure the timely use of committed funds and to ensure compliance with any environmental permits, right-of-way agreements, construction contracts, and any other commitments. PARTIES will communicate schedule risks or changes as soon as they are identified and will actively manage and mitigate schedule risks. Additional Provisions Standards 31. PARTIES will perform all WORK in accordance with federal and California laws, regulations, and standards; Federal Highway Administration (FHWA) standards; and CALTRANS standards. CALTRANS standards include, but are not limited to, the guidance provided in the: • CADD Users Manual • CALTRANS policies and directives • Plans Preparation Manual • Project Development Procedures Manual (PDPM) • Wor kplan Standards Guide • Standard Environmental Reference • Highway Design Manual • Right of Way Manual • Stewardship and Oversight Agreement • Construction Manual Supplement for Local Agency Resident Engineers • Local Agency Structure Representative Guidelines Noncompliant Work 32. CALTRANS retains the right to reject noncompliant WORK. CITY agrees to suspend WORK upon request by CALTRANS for the purpose of protecting public safety, preserving property rights, and ensuring that all WORK is in the best interest of the State Highway System. Qualifications 33. Each PARTY will ensure that personnel participating in WORK are appropriately qualified or licensed to perform the tasks assigned to them. Agreement No. 05-0464 Project No.: 0516000105 EA: 05-1H640 05-SLO-101-26.5/27.3 Agreement No. 05-0464 | 05-SLO-101 | EA: 05-1H640 Page | 9 Consultant Selection 34. CITY will invite CALTRANS to participate in the selection of any consultants that participate in the WORK. Encroachment Permits 35. CALTRANS will issue, upon proper application, the encroachment permits required for WORK within State Highway System (SHS) right-of-way.CITY, their contractors, consultants, agents, and utility owners will not work within the SHS right-of-way without an encroachment permit issued by CALTRANS. CALTRANS will provide encroachment permits to CITY at no cost. CALTRANS will provide encroachment permits to utility owners at no cost. If the encroachment permit and this AGREEMENT conflict, the requirements of this AGREEMENT will prevail. 36. The IMPLEMENTING AGENCY for a PROJECT COMPONENT will coordinate, prepare, obtain, implement, renew, and amend any encroachment permits needed to complete the WORK. Protected Resources 37. If any PARTY discovers unanticipated cultural, archaeological, paleontological, or other protected resources during WORK, all WORK in that area will stop and that PARTY will notify all PARTIES within 24 hours of discovery. WORK may only resume after a qualified professional has evaluated the nature and significance of the discovery and CALTRANS approves a plan for its removal or protection. Disclosures 38. PARTIES will hold all administrative drafts and administrative final reports, studies, materials, and documentation relied upon, produced, created, or utilized for the WORK in confidence to the extent permitted by law and where applicable, the provisions of California Government Code, Section 7921.505(c)(5)will protect the confidentiality of such documents in the event that said documents are shared between PARTIES. PARTIES will not distribute, release, or share said documents with anyone other than employees, agents, and consultants who require access to complete the WORK without the written consent of the PARTY authorized to release them, unless required or authorized to do so by law. 39. If a PARTY receives a public records request pertaining to the WORK, that PARTY will notify PARTIES within five (5) working days of receipt and make PARTIES aware of any disclosed public records. Hazardous Materials 40. HM-1 is hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law,whether it is disturbed by the PROJECT or not. HM-2 is hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law only if disturbed by the PROJECT. Agreement No. 05-0464 Project No.: 0516000105 EA: 05-1H640 05-SLO-101-26.5/27.3 Agreement No. 05-0464 | 05-SLO-101 | EA: 05-1H640 Page | 10 The management activities related to HM-1 and HM-2, including and without limitation, any necessary manifest requirements and disposal facility designations are referred to herein as HM-1 MANAGEMENT and HM-2 MANAGEMENT respectively. 41. If HM-1 or HM-2 is found, the discovering PARTY will immediately notify all other PARTIES. 42. CALTRANS, independent of the PROJECT, is responsible for any HM-1 found within the existing State Highway System right-of-way.CALTRANS will undertake, or cause to be undertaken, HM-1 MANAGEMENT with minimum impact to the PROJECT schedule. CALTRANS, independent of the PROJECT, will pay, or cause to be paid, the cost of HM-1 MANAGEMENT related to HM-1 found within the existing State Highway System right-of-way. 43. CITY, independent of the PROJECT, is responsible for any HM-1 found within the PROJECT limits and outside the existing State Highway System right-of-way. CITY will undertake, or cause to be undertaken, HM-1 MANAGEMENT with minimum impact to the PROJECT schedule. CITY, independent of the PROJECT, will pay, or cause to be paid, the cost of HM-1 MANAGEMENT for HM-1 found within the PROJECT limits and outside of the existing State Highway System right-of-way. 44. The CONSTRUCTION IMPLEMENTING AGENCY is responsible for HM-2 MANAGEMENT within the PROJECT limits. CITY and CALTRANS will comply with the Soil Management Agreement for Aerially Deposited Lead Contaminated Soils (Soil Management Agreement) executed between CALTRANS and the California Department of Toxic Substances Control (DTSC). Under Section 3.2 of the Soil Management Agreement, CALTRANS and CITY each retain joint and severable liability for noncompliance with the provisions of the Soil Management Agreement. CITY will assume all responsibilities assigned to CALTRANS in the Soil Management Agreement during PROJECT COMPONENTS for which they are the IMPLEMENTING AGENCY except for final placement and burial of soil within the State right-of-way, per Section 4.5 of the Soil Management Agreement, which is subject to CALTRANS concurrence and reporting to DTSC which will be performed by CALTRANS. 45. CALTRANS' acquisition or acceptance of title to any property on which any HM-1 or HM-2 is found will proceed in accordance with CALTRANS' policy on such acquisition. Claims 46. CITY may accept, reject, compromise, settle, or litigate claims of any consultants or contractors hired to complete WORK without concurrence from the other PARTY. 47. PARTIES will confer on any claim that may affect the WORK or PARTIES' liability or responsibility under this AGREEMENT in order to retain resolution possibilities for potential future claims. No PARTY will prejudice the rights of another PARTY until after PARTIES confer on the claim. Agreement No. 05-0464 Project No.: 0516000105 EA: 05-1H640 05-SLO-101-26.5/27.3 Agreement No. 05-0464 | 05-SLO-101 | EA: 05-1H640 Page | 11 48. If the WORK expends state or federal funds, each PARTY will comply with the Federal Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards of 2 CFR, Part 200. PARTIES will ensure that any for-profit consultant hired to participate in the WORK will comply with the requirements in 48 CFR, Chapter 1, Part 31. When state or federal funds are expended on the WORK these principles and requirements apply to all funding types included in this AGREEMENT. Accounting and Audits 49. If the WORK expends state or federal funds, each PARTY will undergo an annual audit in accordance with the Single Audit Act in the Federal Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards as defined in 2 CFR, Part 200. 50. When a PARTY reimburses a consultant for WORK with state or federal funds, the procurement of the consultant and the consultant overhead costs will be in accordance with the Local Assistance Procedures Manual, Chapter 10. Interruption of Work 51. If WORK stops for any reason, IMPLEMENTING AGENCY will place the PROJECT right-of-way in a safe and operable condition acceptable to CALTRANS. 52. If WORK stops for any reason, each PARTY will continue with environmental commitments included in the environmental documentation, permits, agreements, or approvals that are in effect at the time that WORK stops, and will keep the PROJECT in environmental compliance until WORK resumes. Penalties, Judgments and Settlements 53. The cost of awards, judgments, fines, interest, penalties, attorney's fees, and/or settlements generated by the WORK are considered WORK costs. 54. The cost of legal challenges to the environmental process or documentation are considered WORK costs. 55. Any PARTY whose action or lack of action causes the levy of fines, interest, or penalties will indemnify and hold all other PARTIES harmless per the terms of this AGREEMENT. Project Files 56. CITY will furnish CALTRANS with the Project History Files related to the PROJECT facilities on State Highway System within sixty (60) days following the completion of each PROJECT COMPONENT. CITY will assure that the Project History File is prepared and submitted in compliance with the Project Development Procedures Manual, Chapter 7. All material will be submitted neatly in a three-ring binder and in PDF format. Agreement No. 05-0464 Project No.: 0516000105 EA: 05-1H640 05-SLO-101-26.5/27.3 Agreement No. 05-0464 | 05-SLO-101 | EA: 05-1H640 Page | 12 Environmental Compliance 57. If during performance of WORK additional activities or environmental documentation is necessary to keep the PROJECT in environmental compliance, PARTIES will amend this AGREEMENT to include completion of those additional tasks. GENERAL CONDITIONS 58. All portions of this AGREEMENT, including the RECITALS section, are enforceable. Venue 59. PARTIES understand that this AGREEMENT is in accordance with and governed by the Constitution and laws of the State of California. This AGREEMENT will be enforceable in the State of California. Any PARTY initiating legal action arising from this AGREEMENT will file and maintain that legal action in the Superior Court of the county in which the CALTRANS district office that is signatory to this AGREEMENT resides, or in the Superior Court of the county in which the PROJECT is physically located. Exemptions 60. All CALTRANS' obligations and commitments under this AGREEMENT are subject to the appropriation of resources by the Legislature, the State Budget Act authority, programming and allocation of funds by the California Transportation Commission (CTC). Indemnification 61. Neither CALTRANS nor any of its officers and employees, are responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by CITY, its contractors, sub-contractors, and/or its agents under or in connection with any work, authority, or jurisdiction conferred upon CITY under this AGREEMENT. It is understood and agreed that CITY, to the extent permitted by law, will defend, indemnify, and save harmless CALTRANS and all of its officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, but not limited to, tortious, contractual, inverse condemnation, or other theories and assertions of liability occurring by reason of anything done or omitted to be done by CITY, its contractors, sub-contractors, and/or its agents under this AGREEMENT. 62. Neither CITY nor any of its officers and employees, are responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by CALTRANS, its contractors, sub-contractors, and/or its agents under or in connection with any work, authority, or jurisdiction conferred upon CALTRANS under this AGREEMENT. It is understood and agreed that CALTRANS, to the extent permitted by law, will defend, indemnify, and save harmless CITY and all of its officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, but not limited to, tortious, contractual, inverse condemnation, or Agreement No. 05-0464 Project No.: 0516000105 EA: 05-1H640 05-SLO-101-26.5/27.3 Agreement No. 05-0464 | 05-SLO-101 | EA: 05-1H640 Page | 13 other theories and assertions of liability occurring by reason of anything done or omitted to be done by CALTRANS, its contractors, sub-contractors, and/or its agents under this AGREEMENT. Non-parties 63. PARTIES do not intend this AGREEMENT to create a third- party beneficiary or define duties, obligations, or rights for entities in PARTIES not signatory to this AGREEMENT. PARTIES do not intend this AGREEMENT to affect their legal liability by imposing any standard of care for fulfilling the WORK different from the standards imposed by law. 64. PARTIES will not assign or attempt to assign obligations to entities not signatory to this AGREEMENT without an amendment to this AGREEMENT. Ambiguity and Performance 65. Neither PARTY will interpret any ambiguity contained in this AGREEMENT against the other PARTY. PARTIES waive the provisions of California Civil Code, Section 1654. A waiver of a PARTY’s performance under this AGREEMENT will not constitute a continuous waiver of any other provision. 66. A delay or omission to exercise a right or power due to a default does not negate the use of that right or power in the future when deemed necessary. Defaults 67. If any PARTY defaults in its performance of the WORK, a non-defaulting PARTY will request in writing that the default be remedied within thirty (30) calendar days. If the defaulting PARTY fails to do so, the non-defaulting PARTY may initiate dispute resolution. Dispute Resolution 68. PARTIES will first attempt to resolve AGREEMENT disputes at the PROJECT team level as described in the Quality Management Plan. If they cannot resolve the dispute themselves, the CALTRANS District Director and the Executive Officer of CITY will attempt to negotiate a resolution. If PARTIES do not reach a resolution, PARTIES' legal counsel will initiate mediation. PARTIES agree to participate in mediation in good faith and will share equally in its costs. Neither the dispute nor the mediation process relieves PARTIES from full and timely performance of the WORK in accordance with the terms of this AGREEMENT.However, if any PARTY stops fulfilling its obligations, any other PARTY may seek equitable relief to ensure that the WORK continues. Except for equitable relief, no PARTY may file a civil complaint until after mediation, or forty-five (45) calendar days after filing the written mediation request, whichever occurs first. Agreement No. 05-0464 Project No.: 0516000105 EA: 05-1H640 05-SLO-101-26.5/27.3 Agreement No. 05-0464 | 05-SLO-101 | EA: 05-1H640 Page | 14 PARTIES will file any civil complaints in the Superior Court of the county in which the CALTRANS District Office signatory to this AGREEMENT resides or in the Superior Court of the county in which the PROJECT is physically located. 69. PARTIES maintain the ability to pursue alternative or additional dispute remedies if a previously selected remedy does not achieve resolution. Prevailing Wage 70. When WORK falls within the Labor Code § 1720(a)(1) definition of "public works" in that it is construction, alteration, demolition, installation, or repair; or maintenance work under Labor Code § 1771, PARTIES will conform to the provisions of Labor Code §§ 1720-1815, and all applicable provisions of California Code of Regulations, Title 8, Division 1, Chapter 8, Subchapter 3, Articles 1-7. PARTIES will include prevailing wage requirements in contracts for public work and require contractors to include the same prevailing wage requirements in all subcontracts. Work performed by a PARTY's own employees is exempt from the Labor Code's Prevailing Wage requirements. If WORK is paid for, in whole or part, with federal funds and is of the type of work subject to federal prevailing wage requirements, PARTIES will conform to the provisions of the Davis-Bacon and Related Acts, 40 U.S.C. §§ 3141-3148. When applicable, PARTIES will include federal prevailing wage requirements in contracts for public works. WORK performed by a PARTY's employees is exempt from federal prevailing wage requirements. Agreement No. 05-0464 Project No.: 0516000105 EA: 05-1H640 05-SLO-101-26.5/27.3 Agreement No. 05-0464 | 05-SLO-101 | EA: 05-1H640 Page | 15 SIGNATURES PARTIES are authorized to enter into this AGREEMENT and have delegated to the undersigned the authority to execute this AGREEMENT on behalf of the respective agencies and hereby covenants to have followed all the necessary legal requirements to validly execute this AGREEMENT. By signing below, the PARTIES each expressly agree to execute this AGREEMENT electronically. The PARTIES acknowledge that executed copies of this AGREEMENT may be exchanged by facsimile or email, and that such copies shall be deemed to be effective as originals. STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION ________________________________________ Scott Eades District Director Verification of Funds and Authority: ________________________________________ Hannah Cary Project Control Manager CITY OF SAN LUIS OBISPO ________________________________________ Whitney McDonald Interim City Manager Attest: ________________________________________ Teresa Purrington City Clerk ________________________________________ J. Christine Dietrick City Attorney Christine Dietrick (Mar 21, 2025 12:08 PDT) hitne4 McD*na' (Mar 21, 2025 1у:02 PDT) Cooperative Agreement 05-0464 Execution Process Final Audit Report 2025-03-25 Created:2024-08-05 By:Caltrans.Coop Execution (Caltrans.Coop.Execution@dot.ca.gov) Status:Signed Transaction ID:CBJCHBCAABAA2BVhRSW91bwd4R5ZzIyJYHz3wkoPuB5X "Cooperative Agreement 05-0464 Execution Process" History Document created by Caltrans.Coop Execution (Caltrans.Coop.Execution@dot.ca.gov) 2024-08-05 - 4:37:45 PM GMT- IP address: 149.136.25.245 Document emailed to Carrie Wilson (carrie.wilson@dot.ca.gov) for approval 2024-08-05 - 4:38:57 PM GMT Email viewed by Carrie Wilson (carrie.wilson@dot.ca.gov) 2024-08-05 - 4:39:14 PM GMT- IP address: 149.136.25.244 Document approved by Carrie Wilson (carrie.wilson@dot.ca.gov) Approval Date: 2024-08-05 - 4:39:44 PM GMT - Time Source: server- IP address: 149.136.25.244 Document emailed to Lindsay Leichtfuss (lindsay.leichtfuss@dot.ca.gov) for approval 2024-08-05 - 4:39:47 PM GMT Email viewed by Lindsay Leichtfuss (lindsay.leichtfuss@dot.ca.gov) 2024-08-05 - 8:08:40 PM GMT- IP address: 149.136.25.253 Document approved by Lindsay Leichtfuss (lindsay.leichtfuss@dot.ca.gov) Approval Date: 2024-08-05 - 8:08:51 PM GMT - Time Source: server- IP address: 149.136.25.253 Document emailed to Kyle Birch (kyle.birch@dot.ca.gov) for approval 2024-08-05 - 8:08:54 PM GMT Email viewed by Kyle Birch (kyle.birch@dot.ca.gov) 2024-08-08 - 5:19:46 PM GMT- IP address: 104.28.111.138 Document approved by Kyle Birch (kyle.birch@dot.ca.gov) Approval Date: 2024-08-09 - 4:48:44 PM GMT - Time Source: server- IP address: 149.136.25.246 Document emailed to Hannah Cary (hannah.cary@dot.ca.gov) for signature 2024-08-09 - 4:48:47 PM GMT Email viewed by Hannah Cary (hannah.cary@dot.ca.gov) 2024-08-09 - 9:08:46 PM GMT- IP address: 149.136.25.244 Document e-signed by Hannah Cary (hannah.cary@dot.ca.gov) Signature Date: 2024-08-09 - 9:10:26 PM GMT - Time Source: server- IP address: 149.136.25.244 Document emailed to Carrie Wilson (carrie.wilson@dot.ca.gov) for approval 2024-08-09 - 9:10:28 PM GMT Email viewed by Carrie Wilson (carrie.wilson@dot.ca.gov) 2024-08-09 - 10:18:55 PM GMT- IP address: 149.136.25.244 Document approved by Carrie Wilson (carrie.wilson@dot.ca.gov) Approval Date: 2024-08-09 - 10:19:28 PM GMT - Time Source: server- IP address: 149.136.25.244 Document emailed to Wyatt Banker-Hix (wbanker@slocity.org) for approval 2024-08-09 - 10:19:30 PM GMT Email viewed by Wyatt Banker-Hix (wbanker@slocity.org) 2024-08-09 - 10:39:52 PM GMT- IP address: 104.129.202.82 Caltrans.Coop Execution (Caltrans.Coop.Execution@dot.ca.gov) replaced approver Richard Rosales (richard.rosales@dot.ca.gov) with Joseph Erwin (joe.erwin@dot.ca.gov) 2024-11-15 - 7:41:27 PM GMT- IP address: 149.136.25.244 Email viewed by Wyatt Banker-Hix (wbanker@slocity.org) 2024-11-21 - 9:25:29 PM GMT- IP address: 104.129.202.82 Document approved by Wyatt Banker-Hix (wbanker@slocity.org) Approval Date: 2024-12-02 - 6:07:43 PM GMT - Time Source: server- IP address: 104.129.202.82 Document emailed to Christine Dietrick (cdietric@slocity.org) for signature 2024-12-02 - 6:07:49 PM GMT Email viewed by Christine Dietrick (cdietric@slocity.org) 2025-03-21 - 7:07:53 PM GMT- IP address: 104.129.202.89 New document URL requested by Christine Dietrick (cdietric@slocity.org) 2025-03-21 - 7:07:58 PM GMT- IP address: 104.129.202.89 Document e-signed by Christine Dietrick (cdietric@slocity.org) Signature Date: 2025-03-21 - 7:08:43 PM GMT - Time Source: server- IP address: 104.129.202.89 Document emailed to Whitney McDonald (wmcdonal@slocity.org) for signature 2025-03-21 - 7:08:46 PM GMT Email viewed by Whitney McDonald (wmcdonal@slocity.org) 2025-03-21 - 9:01:30 PM GMT- IP address: 174.194.197.134 Document e-signed by Whitney McDonald (wmcdonal@slocity.org) Signature Date: 2025-03-21 - 9:02:48 PM GMT - Time Source: server- IP address: 174.194.197.134 Document emailed to Teresa Purrington (tpurring@slocity.org) for signature 2025-03-21 - 9:02:50 PM GMT Email viewed by Teresa Purrington (tpurring@slocity.org) 2025-03-22 - 11:57:53 PM GMT- IP address: 174.243.148.155 Document e-signed by Teresa Purrington (tpurring@slocity.org) Signature Date: 2025-03-22 - 11:58:29 PM GMT - Time Source: server- IP address: 174.243.148.155 Document emailed to Joseph Erwin (joe.erwin@dot.ca.gov) for approval 2025-03-22 - 11:58:31 PM GMT Email viewed by Joseph Erwin (joe.erwin@dot.ca.gov) 2025-03-24 - 3:50:22 PM GMT- IP address: 149.136.33.251 Document approval delegated to Darron Hill (darron.hill@dot.ca.gov) by Joseph Erwin (joe.erwin@dot.ca.gov) 2025-03-24 - 3:50:53 PM GMT- IP address: 149.136.33.251 Document emailed to Darron Hill (darron.hill@dot.ca.gov) for approval 2025-03-24 - 3:50:53 PM GMT Email viewed by Darron Hill (darron.hill@dot.ca.gov) 2025-03-24 - 4:51:16 PM GMT- IP address: 149.136.25.246 Document approved by Darron Hill (darron.hill@dot.ca.gov) Approval Date: 2025-03-24 - 4:52:12 PM GMT - Time Source: server- IP address: 149.136.25.246 Document emailed to Scott Eades (scott.eades@dot.ca.gov) for signature 2025-03-24 - 4:52:16 PM GMT Email viewed by Scott Eades (scott.eades@dot.ca.gov) 2025-03-24 - 4:58:21 PM GMT- IP address: 149.136.25.245 Document e-signed by Scott Eades (scott.eades@dot.ca.gov) Signature Date: 2025-03-25 - 3:52:56 PM GMT - Time Source: server- IP address: 149.136.25.244 Agreement completed. 2025-03-25 - 3:52:56 PM GMT