HomeMy WebLinkAboutAGMT - OCTA (Agreement C-5-3589 and Amendment No 1 Westminster Avenue/17th Street Regional Traffic Signal Synchronization Project) (Pending return from OCTA)OCTJ
March 18, 2022
AFFILIATED AGENCIES
Orange County
Transit District
Local Transportation
Caesar Rangel
Authority
Assistant Engineer
Service Authority for
Freeway Emergencies
City of Seal Beach
211 8th Street
ConsolidatedService Agency
Service Agency
Seal Beach CA 90740
e
Congestion Management
Agency
SUBJECT: CONTRACT CLOSE OUT — AGREEMENT NO. C-5-3589
Dear Caesar Rangel:
This letter serves as the Orange County Transportation Authority's (OCTA)
notice to the City of Seal Beach that Cooperative Agreement No. C-5-3589 to
coordinate 63 signals and provide infrastructure along Westminster Avenue/17th
Street is complete. According to our records, all work has been completed and
invoices have been paid. Therefore, as of the date of this letter, the contract is
considered closed.
If you have any questions or comments, please contact the undersigned at
(714) 560 — 5427 or vandersonO-octa.net.
Sincerely,
Venita Anderson
Senior Contract Administrator
Contracts Administration and Materials Management
Orange County Transportation Authority
550 South Main Street/P.O. Box 14184 /Orange/California 92863-1584/(714) 560 -OCTA (6282)
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1 AMENDMENT NO. 1 TO CA
2 COOPERATIVE AGREEMENT NO. C-5-3589
3 BETWEEN
4 ORANGE COUNTY TRANSPORTATION AUTHORITY
s AND
6 CITIES OF SANTA ANA, GARDEN GROVE, SEAL BEACH,
7 TUSTIN, WESTMINISTER,
8 AND
9 COUNTY OF ORANGE
10 FOR
11 WESTMINSTER AVENUE 117TH STREET REGIONAL TRAFFIC SIGNAL SYNCHRONIZATION
12 PROJECT
13 THIS AMENDMENT NO. 1 is made and entered into this j S day of, 2019
14 ("Effective Date"), by and between the Orange County Transportation Authority, ("AUTHORITY"),
is and the Cities of Santa Ana, Garden Grove, Seal Beach, Tustin, Westminster, and the County of
16 Orange (hereinafter referred to as the "PARTICIPATING AGENCIES").
17 WITNESSETH:
is WHEREAS, by Agreement No. C-5-3589 dated June 13, 2016, AUTHORITY and
19 PARTICIPATING AGENCIES entered into a cooperative agreement for the coordination of traffic
20 signals across multiple jurisdictional boundaries as a part of the Renewed Measure M (M2) Regional
21 Traffic Signal Synchronization Program (Project P) to enhance countywide traffic flow and reduce
22 congestion; and
23 WHEREAS, AUTHORITY and PARTICIPATING AGENCIES agree to extend the term of the
24 agreement for an additional thirty one (31) months to December 31, 2021;
25 NOW, THEREFORE, it is mutually understood and agreed that Agreement No. C-5-3589 is
26 hereby amended in the following particulars only:
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AMENDMENT NO.1 TO
COOPERATIVE AGREEMENT.NO. C-5-3589
WESTMINSTER AVENUE F 17TH STREET - RTSSP
1. Amend ARTICLE 9. ADDITIONAL PROVISIONS, page 9 of 18, Paragraph A, line 11
and 12, to delete "June 2019", as the expiration date of the Agreement and in lieu thereof, Insert
"December 31, 2021".
The balance of Agreement No. C-5-3589 remains unchanged.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
Agreement No. C-5-3589 to be executed on the date of the last signature below.
CITY OF SANTA ANA ORANGE COUNTY TRANSPORTATION AUTHORITY
By By:
By:
KRISTINE RIDGE Meena Katakia r
City Manager Manager, Capital Projects
Date• Date:
ATTEST:
By:
City Clerk
Date:
APPROVED AS TO FORM:
By: !
S is R. Carvalho..
CIty Attorney
Date: 12- t 01
Executive DIO
Public Works
FOR APPROVAL:
PE, PLS
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AMENDMENT NO. 9 TO
COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE ! 17TH STREET - RTSSP
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
Agreement No. C-5-3589 to be executed on the date of the last signature below.
CITY OF GARDEN GROVE
By:
Scott C. Stiles
City Manager
Date:
ATTEST:
By: ��LGfi�'Gc l ztl' - O
Teresa Pomeroy
City Clerk
Date:.%sly 9
APP OVED AS FOR
By: / �` l
maran al
City Attorney
Date:
Page 3 of 7
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AMENDMENT NO.1 TO
COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
Agreement No. C-5-3589 to be executed on the last signature below.
CITY OF SEAL BEACH Qqv\ylm
Date:
AT
By:
City Clerk
Date:
APPR ED ORM:
M
By:
Craig Steele
City Attorney
Date:
Page 4 of 7
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AMENDMENT NO. I TO
COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE 117TH STREET - RTSSP
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
Agreement No. C-5-3589 to be executed on the date of the last signature below.
CITY OF TUSTIN
e"'7,,4
M -By:
Matthew S. West
City Manager ( '
Date:
ATTEST:
By:
Erica N. Yasuda
City Clerk
Date: s I (' ],
APPROVED AS TO FORM:
By:
David E. Kendig
City Attorney
Date: �i.A-&/
Page 5 of 7
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AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
Agreement No. C-5-3589 to be executed on the date of the last signature below.
CITY OF WESTMINSTER
By:
Tri Ta
Mayor
Date: C� 1,q. -r)
ATTEST:
By=
_ U
Christine Cordon
City Clerk
Date:
APPROVED AS TO FORM:
By. 6��
City Attorney
Date: f—/ % h
i
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AMENDMENT NO.1 TO
COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE ! 17TH STREET - RTSSP
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 9 to
Agreement No. C-5-3589 to be executed on the date of the last signature below.
COUNTY OF ORANGE
By:
lu� Sha e Silsby
Director of Public Work
Date: AS -113 /Z 6/1?
Page 7 of 7
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1 AMENDMENT NO. 1 TO
2 COOPERATIVE AGREEMENT NO. C-5-3589
3 BETWEEN
4 ORANGE COUNTY TRANSPORTATION AUTHORITY
5 AND
6 CITIES OF SANTA ANA, GARDEN GROVE, SEAL BEACH,
7 TUSTIN, WESTMINISTER,
8 AND
9 COUNTY OF ORANGE
10 FOR
11 WESTMINSTER AVENUE / 17TH STREET REGIONAL TRAFFIC SIGNAL SYNCHRONIZATION
12 PROJECT
13 THIS AMENDMENT NO. 1 is made and entered into this day of , 2019
14 ("Effective Date"), by and between the Orange County Transportation Authority, ("AUTHORITY"),
15 and the Cities of Santa Ana, Garden Grove, Seal Beach, Tustin, Westminster, and the County of
16 Orange (hereinafter referred to as the "PARTICIPATING AGENCIES").
17 WITNESSETH:
18 WHEREAS, by Agreement No. C-5-3589 dated June 13, 2016, AUTHORITY and
19 PARTICIPATING AGENCIES entered into a cooperative agreement for the coordination of traffic
20 signals across multiple jurisdictional boundaries as a part of the Renewed Measure M (M2) Regional
21 Traffic Signal Synchronization Program (Project P) to enhance countywide traffic flow and reduce
22 congestion; and
23 WHEREAS, AUTHORITY and PARTICIPATING AGENCIES agree to extend the term of the
24 agreement for an additional thirty one (31) months to December 31, 2021;
25 NOW, THEREFORE, it is mutually understood and agreed that Agreement No. C-5-3589 is
26 hereby amended in the following particulars only:
Page 1 of 7
AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
1. Amend ARTICLE 9. ADDITIONAL PROVISIONS, page 9 of 18, Paragraph A, line 11
and 12, to delete "June 2019", as the expiration date of the Agreement and in lieu thereof, insert
"December 31, 2021".
The balance of Agreement No. C-5-3589 remains unchanged.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
Agreement No. C-5-3589 to be executed on the date of the last signature below.
CITY OF SANTA ANA ORANGE COUNTY TRANSPORTATION AUTHORITY
By:
Raul Godinez II
City Manager
Date:
ATTEST:
By:
City Clerk
Date:
APPROVED AS TO FORM:
By:
Sonia R. Carvalho
City Attorney
Date:
By:
Meena Katakia
Manager, Capital Projects
Date:
Page 2of7
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AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
Agreement No. C-5-3589 to be executed on the date of the last signature below.
CITY OF GARDEN GROVE
By:
Scott C. Stiles
City Manager
Date:
ATTEST:
By:
Teresa Pomeroy
City Clerk
Date:
APPROVED AS TO FORM:
By:
Omar Sandoval
City Attorney
Date:
Page 3of7
AMENDMENT NO.1 TO
COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE /17TH STREET - RTSSP
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
Agreement No. C-5-3589 to be executed on the last signature below.
CITY OF SEALB CH
By: QW
vRIngram
anaaer
C
A
B
Date: � � 1 I 1
AP PR ED ORM:
By:
Craig Steele
City Attorney
Date:
Page 4 of 7
AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE 117TH STREET - RTSSP
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
Agreement No. C-5-3589 to be executed on the date of the last signature below.
CITY OF TUSTIN
By:
Chuck Puckett
Mayor
Date:
ATTEST:
By:
Erica N. Rabe
City Clerk
Date:
APPROVED AS TO FORM:
By:
David E. Kendig
City Attorney
Date:
Page 5 of 7
AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
Agreement No. C-5-3589 to be executed on the date of the last signature below.
CITY OF WESTMINSTER
By:
Tri Ta
Mayor
Date:
ATTEST:
By:
Christine Cordon
City Clerk
Date:
APPROVED AS TO FORM:
By:
City Attorney
Date:
Page 6 of 7
AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
Agreement No. C-5-3589 to be executed on the date of the last signature below.
COUNTY OF ORANGE
By:
Chairwoman Bartlett
Board of Supervisors
Date:
ATTEST:
Bv:
Robin Stieler
Clerk of Board
Date:
APPROVED AS TO FORM:
By:
Deputy County Counsel
Date:
Page 7of7
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1 11 COOPERATIVE AGREEMENT NO. C-5-3589
2 II BETWEEN
3 11 ORANGE COUNTY TRANSPORTATION AUTHORITY
4 AND
5 CITIES OF SANTA ANA, GARDEN GROVE, SEAL BEACH,
6 TUSTIN, WESTMINSTER,
7 AND
8 COUNTY OF ORANGE
9 11 FOR
10 1 1 WESTMINSTER AVENUE / 17TH STREET REGIONAL TRAFFIC SIGNAL SYNCHRONIZATION
11
PROJECT
12 II THIS COOPERATIVE AGREEMENT (Agreement), is effective this /�_ day of
13 , 2016 by and between the Orange County Transportation Authority, 550 South
14 MA Street, P.O. Box 14184, Orange California 92863-1584, a public corporation of the State of
15 California (herein referred to as "AUTHORITY") and the cities of Santa Ana, Garden Grove, Seal Beach,
16 Tustin, Westminster, and the County of Orange (hereinafter referred to as "PARTICIPATING
17 AGENCIES") each individually known as "Party" and collectively known as the "Parties".
18 RECITALS:
19 WHEREAS, the AUTHORITY in cooperation with the PARTICIPATING AGENCIES is working
20 together in coordinating traffic signals across multiple jurisdictional boundaries as a part of the Renewed
21 Measure M (M2) Regional Traffic Signal Synchronization Program (Project P) to enhance countywide
22 11 traffic flow and reduce congestion; and
23 WHEREAS, the AUTHORITY has completed the competitive 2015 Call for Projects (hereinafter,
24 "2015 CALL") in support of Project P and awarded Project P funds based on the application (hereinafter,
25 "APPLICATION") prepared by the City of Santa Ana (hereinafter referred to as the "APPLICANT
26 /
Page 1 of 18
COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
1 11 AGENCY") for implementation of signal synchronization of traffic signals along Westminster Avenue/17th
2 Street (hereinafter, "PROJECT'); and
3 WHEREAS, the PARTICIPATING AGENCIES in their approved APPLICATION have elected to
4 designate the AUTHORITY and the AUTHORITY agrees to act as the implementing agency to carry out
5 PROJECT; and
6 II WHEREAS, the PROJECT will include approximately sixty three (63) traffic signalized
7 II intersections as identified in the APPLICATION; and
8 WHEREAS, the PROJECT will include Intelligent Tran11
sportation System (ITS) elements
9 identified in the APPLICATION including certain hardware and software upgrades to intersection traffic
10 controller units, traffic telematics and intertie systems, Advanced Transportation Management
11 Systems (ATMS), and other associated systems (hereinafter collectively referred to as "ITS
12 ELEMENTS"), will be constructed and/or installed and implemented as part of the PROJECT as
13 identified in APPLICATION; and
14 WHEREAS, the AUTHORITY agrees to work with PARTICIPATING AGENCIES to coordinate
15 the inclusion of other ITS elements (OTHER ELEMENTS) that should be installed at the same time
16 as the construction of the PROJECT and are NOT part of this Agreement; and
17 WHEREAS, all costs associated with the inclusion of these OTHER ELEMENTS are the sole
18 responsibility of the AGENCY owning each and any of those OTHER ELEMENTS during the course
19 11 of the project; and
20 WHEREAS, based on APPLICATION, the AUTHORITY agrees to implement the PROJECT; and
21 WHEREAS, the PARTICIPATING AGENCIES per the M2 Ordinance, agree to provide
22 PROJECT funding in a combined cash and in-kind services match of Seven Hundred Five Thousand
23 Twenty Six Dollars ($705,026.00), as shown in Attachment A, or equivalent to twenty percent (20%) of
24 PROJECT cost; and
25 WHEREAS, the AUTHORITY and the PARTICIPATING AGENCIES desire to enter into this
26 Agreement to implement the PROJECT in support of Project P; and
Page 2 of 18
COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
1 11 WHEREAS, this Agreement defines the specific terms, conditions, and funding responsibilities
2 between the AUTHORITY and the PARTICIPATING AGENCIES for the implementation of the
3 II PROJECT.
4 11 WHEREAS, the Orange County Transportation Authority Board of Directors approved funding for
5 the PROJECT and authorized the Chief Executive Officer to negotiate and execute this cooperative
6 11 agreement on April 27, 2015.
7 WHEREAS, the City of Santa Ana's City Council approved this Agreement on the day of
8 ,20f(,.
9 WHEREIthe,City of Garden Grove's City Council approved this Agreement on the --Z�2—day
10 of , 20—/—L-
11 WHEREAS, a City of Seal Beach's City Council approved this Agreement on the day of
12 20_Zt,.
13 WHEREAS, the City of Tustin's City Council approved this Agreement on the day of
14--� , 20�,
15 WHEREAS, the City of Westminster's City Council approved this Agreement on the % S�day
16 of , 20�.
17 WHEREAS, the County of Orange Board of Supervisors approved this Agreement on the 3i
18 day of , 201
19 NO THEREFORE, it is mutually understood and agreed by AUTHORITY and the
20 11 PARTICIPATING AGENCIES as follows:
21 11 ARTICLE 1. COMPLETE AGREEMENT
22 A. This Agreement, including any attachments incorporated herein and made applicable by
23 reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this
24 Agreement between AUTHORITY and PARTICIPATING AGENCIES and it supersedes all prior
25 representations, understandings, and communications. The invalidity in whole or in part of any term or
26 /
Page 3 of 18
COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
1 condition of this Agreement shall not affect the validity of other term(s) or conditions(s) of this Agreement.
2 The above referenced Recitals are true and correct and are Incorporated by reference herein.
3 B. AUTHORITY's failure to insist on any instance(s) of PARTICIPATING AGENCIES'
4 performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or
5 relinquishment of AUTHORITY's right to such performance or to future performance of such term(s) or
6 condition(s), and PARTICIPATING AGENCIES' obligation in respect thereto shall continue in full force
7 and effect. Changes to any portion of this Agreement shall not be binding upon AUTHORITY except
8 when specifically confirmed in writing by an authorized representative of AUTHORITY by way of a written
9 amendment to this Agreement and issued in accordance with the provisions of this Agreement.
10 C. PARTICIPATING AGENCIES' failure to insist on any instance(s) of AUTHORITY's
11 performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or
12 relinquishment of PARTICIPATING AGENCIES' right to such performance or to future performance of
13 such term(s) or condition(s), and AUTHORITY's obligation in respect thereto shall continue in full force
14 and effect. Changes to any portion of this Agreement shall not be binding upon PARTICIPATING
15 AGENCIES except when specifically confirmed in writing by an authorized representative of
16 PARTICIPATING AGENCIES by way of a written amendment to this Agreement and issued in
17 accordance with the provisions of this Agreement.
18 ARTICLE 2. SCOPE OF AGREEMENT
19 This Agreement specifies the roles and responsibilities of the Parties as they pertain to the
20 subjects and projects addressed herein. Both AUTHORITY and PARTICIPATING AGENCIES agree
21 that each will cooperate and coordinate with the other in all activities covered by this Agreement and any
22 other supplemental agreements that may be required to facilitate purposes thereof.
23 /
24 11 /
NMI=
SIM
Page 4 of 18
COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
1 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
2 AUTHORITY agrees to the following responsibilities for funding of the PROJECT:
3 A. AUTHORITY shall implement the PROJECT based on the intent of the usage in the
4 APPLICATION prepared by the APPLICANT AGENCY in accordance with the policies and procedures
5 contained in the Comprehensive Transportation Funding Program (CTFP) guidelines.
6 B. AUTHORITY shall provide oversight in order to maintain inter -jurisdictional traffic signal
7 operational integrity between PROJECT and other similar type projects not older than three (3) years.
8 C. AUTHORITY will act as the LEAD AGENCY and provide and file all documentation
9 necessary to comply with California Environmental Quality Act (CEQA) regulations for PROJECT.
10 D. AUTHORITY shall perform web -based public outreach activities for the project to
11 communicate major project milestones and results.
12 E. AUTHORITY shall provide formats, templates, and guidance in reporting requirements as
13 described in CTFP.
14 F. AUTHORITY, or agents of AUTHORITY, under this Agreement and upon closeout of
15 PROJECT, may perform a technical and/or field review to ensure that the CTFP Guidelines, policies, and
16 procedures were followed. Such a review may be performed one hundred and eighty (180) days after the
17 PROJECT three year grant period is complete. If the technical and or field review determines that any of
18 the activities performed are ineligible for CTFP funding, PARTICIPATING AGENCIES must reimburse
19 and return the amount of funding used to perform the ineligible activity to AUTHORITY.
20 G. AUTHORITY shall invoice the PARTICIPATING AGENCIES as identified in
21 APPLICATION and Attachment A for the dollar cash match at the start of the PROJECT or at a mutually
22 agreed upon time to facilitate any respective AGENCY funding timeframes.
23 H. AUTHORITY shall request updates on the PROJECT as part of semi-annual review
24 process, including documentation of in-kind match conforming to Attachment A and will include the
25 PROJECT in the list of active projects in OCfundTrAcker until completion of the three year grant period.
26 Documents to be provided include, but are not limited to, payroll records, contracts, and purchase orders.
Page 5of18
COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
1 ARTICLE 4. RESPONSIBILITIES OF THE AUTHORITY AS PROJECT LEAD AGENCY
2 The AUTHORITY as the LEAD AGENCY agrees to the following responsibilities for the
3 implementation of the PROJECT:
4 A. AUTHORITY shall act as the LEAD AGENCY for the work necessary to manage, procure,
5 and complete the PROJECT as identified in APPLICATION.
6 B. To coordinate outreach with PARTICIPATING AGENCIES for PROJECT.
7 C. To collect all data necessary to provide new optimized timing plans including, but not
8 limited to, manual intersection all movement counts, and twenty four (24) hour / seven (7) day automated
9 machine traffic counts with vehicle classification.
10 D. To develop and implement new timing plans optimized for signal synchronization.
11 E. To provide updated timing plans for all control systems and all relevant data used to
12 develop said plans to PARTICIPATING AGENCIES.
13 F. To prepare a "Before and After Study" for PROJECT as described in the Measure M2
14 Eligibility Guidelines adopted by the AUTHORITY. The "Before and After Study" for the project is
15 considered the equivalent of the required Project Final Report (Measure M2 Ordinance No. 3, Section
16 B.111.9) for PROJECT. The AUTHORITY shall provide the "Before and After Study" to the
17 PARTICIPATING AGENCIES in draft and final formats for review and comment. AGENCY comments
18 shall be noted in the final study. If specified in APPLICATION, AUTHORITY shall provide a "Before and
19 After Study" video of a representative portion of PROJECT at up to two public meetings.
20 ARTICLE 5. RESPONSIBILITIES OF THE PARTICIPATING AGENCIES
21 PARTICIPATING AGENCIES agree to the following responsibilities for implementation and
22 funding of PROJECT:
23 A. Provide a technical representative to meet and participate as a member of the
24 PROJECT's Traffic Forum.
25 B. To authorize the AUTHORITY to manage, procure, and implement all aspects of
26 PROJECT.
Page 6 of 18
COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
1 C. To participate and support PROJECT implementation within the timeframe outlined in
2 APPLICATION and consistent with the CTFP Guidelines adopted by AUTHORITY.
3 11 D. To provide AUTHORITY all current intersection, local field master, and/or ATMS timing
4 plans and related data upon request.
5 E. To provide the local cash match and/or documentation for the in-kind services match
6 for PROJECT in accordance with Attachment A. Failure to provide included local cash match and or
7 evidence of in-kind services match may result in the loss of future participation for competitive funding
8 opportunities.
9 F. PARTICIPATING AGENCIES that have included a dollar match as identified in
10 Attachment A shall provide payment for the dollar match to AUTHORITY within thirty (30) calendar
11 days of receipt of an invoice.
12 G. PARTICIPATING AGENCIES that have included an in-kind services match as identified
13 in Attachment A shall provide documentation of conformance as part of the semi-annual review process.
14 H. To waive all fees associated with any local agency permits that may be required of the
15 consultant, subconsultants, and/or service or equipment providers in the performance of the PROJECT.
16 1. PARTICIPATING AGENCIES shall provide updates on PROJECT to AUTHORITY as
17 part of semi-annual review process until completion of the three year PROJECT grant period. Documents
18 to be provided include, but are not limited to, payroll records, contracts, and purchase orders.
19 J. PARTICIPATING AGENCIES shall, if specified in APPLICATION, continue Ongoing
20 Monitoring and Maintenance after the three year grant period is complete and continue until the end of
21 the PROJECT per additional Maintenance of Effort in APPLICATION.
22 ARTICLE 6. DELEGATED AUTHORITY
23 The actions required to be taken by PARTICIPATING AGENCIES in the implementation of this
24 Agreement are delegated to their respective City Manager, or designee, and the actions required to be
25 taken by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief
26 Executive Officer or designee.
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COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
1 11 ARTICLE 7. AUDIT AND INSPECTION
2 11 AUTHORITY and PARTICIPATING AGENCIES shall maintain a complete set of records in
3 accordance with generally accepted accounting principles. Upon reasonable notice, PARTICIPATING
4 AGENCIES shall permit the authorized representatives of AUTHORITY to inspect and audit all work,
5 materials, payroll, books, accounts, and other data and records of PARTICIPATING AGENCIES for a
6 period of five (5) years after final payment, or until any on-going audit is completed. For purposes of
7 audit, the date of completion of this Agreement shall be the date of AUTHORITY's payment of OCTA
8 Consultant's final billing (so noted on the invoice) under this Agreement. AUTHORITY shall have the
9 right to reproduce any such books, records, and accounts. The above provision with respect to audits
10 shall extend to and/or be included in contracts with PARTICIPATING AGENCIES' contractor.
11 ARTICLE 8. INDEMNIFICATION
12 A. To the fullest extent permitted by law, PARTICIPATING AGENCIES shall defend (at
13 PARTICIPATING AGENCIES' sole cost and expense with legal counsel reasonably acceptable to
14 AUTHORITY), indemnify, protect, and hold harmless AUTHORITY, its officers, directors, employees, and
15 agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits,
16 claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders,
17 penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not
18 limited to Claims arising from injuries to or death of persons (PARTICIPATING AGENCIES' employees
19 included), for damage to property, including property owned by AUTHORITY, or from any violation of any
20 federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful
21 misconduct of PARTICIPATING AGENCIES, its officers, directors, employees or agents in connection
22 with or arising out of the performance of this Agreement.
23 B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole
24 cost and expense with legal counsel reasonably acceptable to PARTICIPATING AGENCIES), indemnify,
25 protect, and hold harmless PARTICIPATING AGENCIES, its officers, directors, employees, and agents
26 (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims,
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COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
1 demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders,
2 penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not
3 limited to Claims arising from injuries to or death of persons (AUTHORITY's employees included), for
4 damage to property, including property owned by PARTICIPATING AGENCIES, or from any violation of
5 any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or
6 willful misconduct of AUTHORITY, its officers, directors, employees or agents in connection with or arising
7 out of the performance of this Agreement.
8 C. The indemnification and defense obligations of this Agreement shall survive its expiration
9 or termination.
10 ARTICLE 9. ADDITIONAL PROVISIONS
11 A. Term of Agreement: This Agreement shall be in full force and effect throug
12 20/1.
13 B. Amendment: This Agreement may be extended or amended in writing at any time by the
14 mutual consent of all Parties and AUTHORITY. No amendment shall have any force or effect unless
15 executed in writing by all Parties and AUTHORITY.
16 C. Termination: In the event any Party defaults in the performance of their respective
17 obligations under this Agreement or breaches any of the provisions of this Agreement, a non -defaulting
18 Party(s) shall have the option to terminate this Agreement upon thirty (30) calendar days prior written
19 notice to the Party in default.
20 D. Termination for Convenience: Either Party may terminate this Agreement for its
21 convenience by providing thirty (30) calendar days prior written notice of its intent to terminate for
22 convenience to the other Party.
23 E. AUTHORITY and PARTICIPATING AGENCIES shall comply with all applicable federal,
24 state, and local laws, statues, ordinances and regulations of any governmental authority having
25 jurisdiction over the PROJECT.
ME IIM
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COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
1 F. Legal Authority: AUTHORITY and PARTICIPATING AGENCIES hereto consent that they
2 are authorized to execute this Agreement on behalf of said Parties and that, by so executing this
3 Agreement, the Parties hereto are formally bound to the provisions of this Agreement.
4 G. Severability: If any term, provision, covenant or condition of this Agreement is held to be
5 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the
6 remainder of this Agreement shall not be affected thereby, and each term,
7 provision, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent
8 permitted by law.
9 H. Counterparts of Agreement: This Agreement may be executed and delivered in any
10 number of counterparts, each of which, when executed and delivered shall be deemed an original and all
11 of which together shall constitute the same agreement. Facsimile signatures shall be permitted.
12 I. Force Maieure: Either Party shall be excused from performing its obligations under this
13 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable
14 cause beyond its control, including but not limited to: any incidence of fire, flood; acts of God;
15 commandeering of material, products, plants or facilities by the federal, state or local government; national
16 fuel shortage; or a material act or omission by the other Party, when satisfactory evidence of such cause
17 is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond
18 the control and is not due to the fault or negligence of the Party not performing.
19 J. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or
20 authority hereunder may be assigned in whole or in part by either Party without the prior written consent
21 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed
22 void and of no force and effect. Consent to one assignment shall be deemed consent to any subsequent
23 assignment, nor the waiver of any right to consent to such subsequent assignment.
24 K. Governinq Law: The laws of the State of California and applicable local and federal laws,
25 regulations and guidelines shall govern this Agreement.
26 /
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COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
L. Litigation fees: Should litigation arise out of this Agreement for the performance thereof,
the court shall award costs and expenses, including attorney's fees, to the prevailing Party.
M. Notices: Any notices, requests, or demands made between the Parties pursuant to this
Agreement are to be directed as follows:
To SANTA ANA:
To AUTHORITY:
City of Santa Ana
Orange County Transportation Authority
20 Civic Center Plaza — M43
550 South Main Street
Santa Ana, CA 92701
P. O. Box 14184
Orange, CA 92863-1584
Attention: Vinh Nguyen
Attention: Venita Anderson
Senior Civil Engineer
Senior Contract Administrator
Tel: (714) 647-5612
Tel: (714) 560-5427
E-mail: vnguyenO)santa-ana.ora
E-mail: vandersonocta.net
To GARDEN GROVE: To SEAL BEACH:
City of Garden Grove City of Seal Beach
11222 Acacia Parkway 211 8t' Street
Garden Grove, CA 92842 Seal Beach, CA 90740
Attention: Tony Aquino Attention: Cesar Rangel
City Traffic Engineer Assistant Engineer
Tel: (714) 741-5193 Tel: (562) 431-2527 ext. 1328
E-mail: tonylemarden-grove org E-mail: crangel(cD-sealbeachca aov
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COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17T" STREET - RTSSP
To TUSTIN:
To WESTMINSTER:
City of Tustin
City of Westminster
300 Centennial Way
8200 Westminster Blvd.
Tustin, CA 92780
Westminster, CA 92683
Attention: Krys Saldivar
Attention: Adolfo Ozaeta, P. E.
Public Works Manager
Traffic Engineer
Tel: (714) 573-3172
Tel: (714) 548-3462
E-mail: ksaldivar(@tustinca.ora
E-mail: aozaetaC@_ci-westminster.ca.us
To ORANGE COUNTY:
County of Orange
300 North Flower Street
Santa Ana, CA 92703
Attention: Isaac Alonso Rice, P.E.
Traffic Engineer
Tel: (714) 245-4569
E-mail: Isaac. alonsoriceDlocpw ocgov. com
Page 12 of 18
COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
This Agreement shall be made effective upon execution by all Parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-5-3589 to be
executed on the date first written above.
CITY /' ANA ORANGE OUTRAN PORTATION AUTHORITY
By: By:
David CavazosDarrell Johnson
City Manager Chief xecutive Officer
ATTEST:
APPROVED AS TO FORM:
By: % )q441-11-11 cD Hli x A, By: ~ c.✓
Maria D. Huizar aures M. Donich
City Clerk General Counsel
APPROVED AS TO FORM
i
B:
Sonia R. Carvalho
City Attorney
APPROVAL
By:
Kia Mortazavi
Executive Director,
Dated:% r; Dated:
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COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
1 This Agreement shall be made effective upon execution by all Parties.
2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-5-3589 to be
3 executed on the date first written above.
4 CITY OF GARDEN GROV
5 B l/
Scott C. Stiles
6 City Manager
7
8 ATTEST:
9
10 By:
11 Kathleen Bailor
City Clerk
12
13 APPROVED AS TO FORM
14
1By. 4"�
5
Omar Sandoval
16 City Attorney
17
18 Dated: -.9,- 12 _ !�
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COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE 1171'H STREET - RTSSP
This Agreement shall be made effective upon execution by all Parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-5-3589 to be
executed on the date first written above.
CITY OF SEAL
i
By: - -� r
Jittlyv
. Ingram
Manager
ATTEST:
Robin -Roberts ('c �..r�
City Clerk
APPROV S O
By:
raig Steele
City Attorney
Dated: 3 I 1 � I
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COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE ! 17TH STREET - RTSSP
1 This Agreement shall be made effective upon execution by all Parties.
2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. G5-3589 to be
3 executed on the date fi n above.
4 CITY OF USTI
5 By.
J n ielsen
6 M yo
7
8
9 ATTEST:
10
11 By:
12 Erica N. Rabe
City Clerk
13
APPROVED AS TO FORM
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16 By.
David E. Ke dig
17 City Attorney
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19 Dated:
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COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
This Agreement shall be made effective upon execution by all Parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-5-3589 to be
executed on the date first written above.
CITY OF WESTMINSTER
By:
Tri Ta
Mayor
ATTEST:
B -"fil() -a4kD—(�
City Clerk
APPROVED AS TO FORM
0
Dated: � " � <-` `'
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COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
1 This Agreement shall be made effective upon execution by all Parties.
2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-5-3589 to be
3 executed on the date first written above.
4 County of Orange
5 , L"fzL
airwoman Bartlett
7 Board of Supervisors
8
9
10 ATTEST:
11
12 B
13 Robin Stieler
Cleric of the Board
14
15 APPROVED AS TO FORM
16
By:
17 Deputy County Counsel
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Dated:
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COOPERATIVE AGREEMENT NO. C-5-3589
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITIES OF SANTA ANA, GARDEN GROVE, SEAL BEACH,
TUSTIN, WESTMINSTER,
AND
COUNTY OF ORANGE
FOR
WESTMINSTER AVENUE / 17TH STREET REGIONAL TRAFFIC SIGNAL SYNCHRONIZATION
PROJECT
THIS COOPERATIVE AGREEMENT (Agreement), is effective this day of
201_, by and between the Orange County Transportation Authority, 550 South
Main Street, P.O. Box 14184, Orange California 92863-1584, a public corporation of the State of
California (herein referred to as "AUTHORITY") and the cities of Santa Ana, Garden Grove, Seal Beach,
Tustin, Westminster, and the County of Orange (hereinafter referred to as 'PARTICIPATING
AGENCIES') each individually known as "Party" and collectively known as the "Parties".
RECITALS:
WHEREAS, the AUTHORITY in cooperation with the PARTICIPATING AGENCIES is working
together in coordinating traffic signals across multiple jurisdictional boundaries as a part of the Renewed
Measure M (M2) Regional Traffic Signal Synchronization Program (Project P) to enhance countywide
traffic flow and reduce congestion; and
WHEREAS, the AUTHORITY has completed the competitive 2015 Call for Projects (hereinafter,
"2015 CALL") in support of Project P and awarded Project P funds based on the application (hereinafter,
"APPLICATION") prepared by the City of Santa Ana (hereinafter referred to as the "APPLICANT
Page 1 of 16
COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
1 AGENCY") for implementation of signal synchronization of traffic signals along Westminster Avenue/17th
2 Street (hereinafter, "PROJECT'); and
3 WHEREAS, the PARTICIPATING AGENCIES in their approved APPLICATION have elected to
4 designate the AUTHORITY and the AUTHORITY agrees to act as the implementing agency to carry out
5 PROJECT; and
6 WHEREAS, the PROJECT will include approximately sixty three (63) traffic signalized
7 intersections as identified in the APPLICATION; and
8 WHEREAS, the PROJECT will include Intelligent Transportation System (ITS) elements
9 identified in the APPLICATION including certain hardware and software upgrades to intersection traffic
10 controller units, traffic telematics and intertie systems, Advanced Transportation Management
11 Systems (ATMS), and other associated systems (hereinafter collectively referred to as "ITS
12 ELEMENTS"), will be constructed and/or installed and implemented as part of the PROJECT as
13 identified in APPLICATION; and
14 WHEREAS, the AUTHORITY agrees to work with PARTICIPATING AGENCIES to coordinate
15 the inclusion of other ITS elements (OTHER ELEMENTS) that should be installed at the same time
16 as the construction of the PROJECT and are NOT part of this Agreement; and
17 WHEREAS, all costs associated with the inclusion of these OTHER ELEMENTS are the sole
18 responsibility of the AGENCY owning each and any of those OTHER ELEMENTS during the course
19 of the project; and
20 WHEREAS, based on APPLICATION, the AUTHORITY agrees to implement the PROJECT; and
21 WHEREAS, the PARTICIPATING AGENCIES per the M2 Ordinance, agree to provide
22 PROJECT funding in a combined cash and in-kind services match of Seven Hundred Five Thousand
23 Twenty Six Dollars ($705,026.00), as shown in Attachment A, or equivalent to twenty percent (20%) of
24 PROJECT cost; and
25 WHEREAS, the AUTHORITY and the PARTICIPATING AGENCIES desire to enter into this
26 Agreement to implement the PROJECT in support of Project P; and
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COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
1 WHEREAS, this Agreement defines the specific terms, conditions, and funding responsibilities
2 between the AUTHORITY and the PARTICIPATING AGENCIES for the implementation of the
3 PROJECT.
4 WHEREAS, the Orange County Transportation Authority Board of Directors approved funding for
5 the PROJECT and authorized the Chief Executive Officer to negotiate and execute this cooperative
6 agreement on April 27, 2015.
7 WHEREAS, the City of Santa Ana's City Council approved this Agreement on the day of
8 20
9 WHEREAS, the City of Garden Grove's City Council approved this Agreement on the day
10 of 20
11 WHEREAS, the City of Seal Beach's City Council approved this Agreement on the day of
12 20
13 WHEREAS, the City of Tustin's City Council approved this Agreement on the day of
14 , 20
15 WHEREAS, the City of Westminster's City Council approved this Agreement on the day
16 of 20
17 WHEREAS, the County of Orange Board of Supervisors approved this Agreement on the
18 day of , 20
19 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and the
20 PARTICIPATING AGENCIES as follows:
21 ARTICLE 1. COMPLETE AGREEMENT
22 A. This Agreement, including any attachments incorporated herein and made applicable by
23 reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this
24 Agreement between AUTHORITY and PARTICIPATING AGENCIES and it supersedes all prior
25 representations, understandings, and communications. The invalidity in whole or in part of any term or
26 /
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COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
1 condition of this Agreement shall not affect the validity of other term(s) or conditions(s) of this Agreement.
2 The above referenced Recitals are true and correct and are Incorporated by reference herein.
3 B. AUTHORITY's failure to insist on any instance(s) of PARTICIPATING AGENCIES'
4 performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or
5 relinquishment of AUTHORITY's right to such performance or to future performance of such term(s) or
6 condition(s), and PARTICIPATING AGENCIES' obligation in respect thereto shall continue in full force
7 and effect. Changes to any portion of this Agreement shall not be binding upon AUTHORITY except
8 when specifically confirmed in writing by an authorized representative of AUTHORITY by way of a written
9 amendment to this Agreement and issued in accordance with the provisions of this Agreement.
10 C. PARTICIPATING AGENCIES' failure to insist on any instance(s) of AUTHORITY's
11 performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or
12 relinquishment of PARTICIPATING AGENCIES' right to such performance or to future performance of
13 such term(s) or condition(s), and AUTHORITY's obligation in respect thereto shall continue in full force
14 and effect. Changes to any portion of this Agreement shall not be binding upon PARTICIPATING
15 AGENCIES except when specifically confirmed in writing by an authorized representative of
16 PARTICIPATING AGENCIES by way of a written amendment to this Agreement and issued in
17 accordance with the provisions of this Agreement.
18 ARTICLE 2. SCOPE OF AGREEMENT
19 This Agreement specifies the roles and responsibilities of the Parties as they pertain to the
20 subjects and projects addressed herein. Both AUTHORITY and PARTICIPATING AGENCIES agree
21 that each will cooperate and coordinate with the other in all activities covered by this Agreement and any
22 other supplemental agreements that may be required to facilitate purposes thereof.
23 /
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COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
1 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
2 AUTHORITY agrees to the following responsibilities for funding of the PROJECT:
3 A. AUTHORITY shall implement the PROJECT based on the intent of the usage in the
4 APPLICATION prepared by the APPLICANT AGENCY in accordance with the policies and procedures
5 contained in the Comprehensive Transportation Funding Program (CTFP) guidelines.
6 B. AUTHORITY shall provide oversight in order to maintain inter -jurisdictional traffic signal
7 operational integrity between PROJECT and other similar type projects not older than three (3) years.
8 C. AUTHORITY will act as the LEAD AGENCY and provide and file all documentation
9 necessary to comply with California Environmental Quality Act (CEQA) regulations for PROJECT.
10 D. AUTHORITY shall perform web -based public outreach activities for the project to
11 communicate major project milestones and results.
12 E. AUTHORITY shall provide formats, templates, and guidance in reporting requirements as
13 described in CTFP.
14 F. AUTHORITY, or agents of AUTHORITY, under this Agreement and upon closeout of
15 PROJECT, may perform a technical and/or field review to ensure that the CTFP Guidelines, policies, and
16 procedures were followed. Such a review may be performed one hundred and eighty (180) days after the
17 PROJECT three year grant period is complete. If the technical and or field review determines that any of
18 the activities performed are ineligible for CTFP funding, PARTICIPATING AGENCIES must reimburse
19 and return the amount of funding used to perform the ineligible activity to AUTHORITY.
20 G. AUTHORITY shall invoice the PARTICIPATING AGENCIES as identified in
21 APPLICATION and Attachment A for the dollar cash match at the start of the PROJECT or at a mutually
22 agreed upon time to facilitate any respective AGENCY funding timeframes.
23 H. AUTHORITY shall request updates on the PROJECT as part of semi-annual review
24 process, including documentation of in-kind match conforming to Attachment A and will include the
25 PROJECT in the list of active projects in OCfundTrAcker until completion of the three year grant period.
26 Documents to be provided include, but are not limited to, payroll records, contracts, and purchase orders.
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COOPERATIVE AGREEMENT NO. C-5-3589
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ARTICLE 4. RESPONSIBILITIES OF THE AUTHORITY AS PROJECT LEAD AGENCY
The AUTHORITY as the LEAD AGENCY agrees to the following responsibilities for the
implementation of the PROJECT:
A. AUTHORITY shall act as the LEAD AGENCY for the work necessary to manage, procure,
and complete the PROJECT as identified in APPLICATION.
B. To coordinate outreach with PARTICIPATING AGENCIES for PROJECT.
C. To collect all data necessary to provide new optimized timing plans including, but not
limited to, manual intersection all movement counts, and twenty four (24) hour / seven (7) day automated
machine traffic counts with vehicle classification.
D. To develop and implement new timing plans optimized for signal synchronization.
E. To provide updated timing plans for all control systems and all relevant data used to
develop said plans to PARTICIPATING AGENCIES.
F. To prepare a "Before and After Study" for PROJECT as described in the Measure M2
Eligibility Guidelines adopted by the AUTHORITY. The "Before and After Study" for the project is
considered the equivalent of the required Project Final Report (Measure M2 Ordinance No. 3, Section
B.111.9) for PROJECT. The AUTHORITY shall provide the "Before and After Study" to the
PARTICIPATING AGENCIES in draft and final formats for review and comment. AGENCY comments
shall be noted in the final study. If specified in APPLICATION, AUTHORITY shall provide a "Before and
After Study" video of a representative portion of PROJECT at up to two public meetings.
ARTICLE 5. RESPONSIBILITIES OF THE PARTICIPATING AGENCIES
PARTICIPATING AGENCIES agree to the following responsibilities for implementation and
funding of PROJECT:
A. Provide a technical representative to meet and participate as a member of the
PROJECT's Traffic Forum.
B. To authorize the AUTHORITY to manage, procure, and implement all aspects of
PROJECT.
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COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
1 C. To participate and support PROJECT implementation within the timeframe outlined in
2 APPLICATION and consistent with the CTFP Guidelines adopted by AUTHORITY.
3 D. To provide AUTHORITY all current intersection, local field master, and/or ATMS timing
4 plans and related data upon request.
5 E. To provide the local cash match and/or documentation for the in-kind services match
6 for PROJECT in accordance with Attachment A. Failure to provide included local cash match and or
7 evidence of in-kind services match may result in the loss of future participation for competitive funding
8 opportunities.
9 F. PARTICIPATING AGENCIES that have included a dollar match as identified in
10 Attachment A shall provide payment for the dollar match to AUTHORITY within thirty (30) calendar
11 days of receipt of an invoice.
12 G. PARTICIPATING AGENCIES that have included an in-kind services match as identified
13 in Attachment A shall provide documentation of conformance as part of the semi-annual review process.
14 H. To waive all fees associated with any local agency permits that may be required of the
15 consultant, subconsultants, and/or service or equipment providers in the performance of the PROJECT.
16 I. PARTICIPATING AGENCIES shall provide updates on PROJECT to AUTHORITY as
17 part of semi-annual review process until completion of the three year PROJECT grant period. Documents
18 to be provided include, but are not limited to, payroll records, contracts, and purchase orders.
19 J. PARTICIPATING AGENCIES shall, if specified in APPLICATION, continue Ongoing
20 Monitoring and Maintenance after the three year grant period is complete and continue until the end of
21 the PROJECT per additional Maintenance of Effort in APPLICATION.
22 ARTICLE 6. DELEGATED AUTHORITY
23 The actions required to be taken by PARTICIPATING AGENCIES in the implementation of this
24 Agreement are delegated to their respective City Manager, or designee, and the actions required to be
25 taken by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief
26 Executive Officer or designee.
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COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
ARTICLE 7. AUDIT AND INSPECTION
AUTHORITY and PARTICIPATING AGENCIES shall maintain a complete set of records in
accordance with generally accepted accounting principles. Upon reasonable notice, PARTICIPATING
AGENCIES shall permit the authorized representatives of AUTHORITY to inspect and audit all work,
materials, payroll, books, accounts, and other data and records of PARTICIPATING AGENCIES for a
period of five (5) years after final payment, or until any on-going audit is completed. For purposes of
audit, the date of completion of this Agreement shall be the date of AUTHORITY's payment of OCTA
Consultant's final billing (so noted on the invoice) under this Agreement. AUTHORITY shall have the
right to reproduce any such books, records, and accounts. The above provision with respect to audits
shall extend to and/or be included in contracts with PARTICIPATING AGENCIES' contractor.
ARTICLE 8. INDEMNIFICATION
A. To the fullest extent permitted by law, PARTICIPATING AGENCIES shall defend (at
PARTICIPATING AGENCIES' sole cost and expense with legal counsel reasonably acceptable to
AUTHORITY), indemnify, protect, and hold harmless AUTHORITY, its officers, directors, employees, and
agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits,
claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders,
penalties, and expenses including legal costs and attorney fees (collectively "Claims'), including but not
limited to Claims arising from injuries to or death of persons (PARTICIPATING AGENCIES' employees
included), for damage to property, including property owned by AUTHORITY, or from any violation of any
federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful
misconduct of PARTICIPATING AGENCIES, its officers, directors, employees or agents in connection
with or arising out of the performance of this Agreement.
B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole
cost and expense with legal counsel reasonably acceptable to PARTICIPATING AGENCIES), indemnify,
protect, and hold harmless PARTICIPATING AGENCIES, its officers, directors, employees, and agents
(collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims,
Page 8 of 18
COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
1 demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders,
2 penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not
3 limited to Claims arising from injuries to or death of persons (AUTHORITY's employees included), for
4 damage to property, including property owned by PARTICIPATING AGENCIES, or from any violation of
5 any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or
6 willful misconduct of AUTHORITY, its officers, directors, employees or agents in connection with or arising
7 out of the performance of this Agreement.
8 C. The indemnification and defense obligations of this Agreement shall survive its expiration
9 or termination.
10 ARTICLE 9. ADDITIONAL PROVISIONS
11 A. Term of Agreement: This Agreement shall be in full force and effect through
12 200.
13 B. Amendment: This Agreement may be extended or amended in writing at any time by the
14 mutual consent of all Parties and AUTHORITY. No amendment shall have any force or effect unless
15 executed in writing by all Parties and AUTHORITY.
16 C. Termination: In the event any Party defaults in the performance of their respective
17 obligations under this Agreement or breaches any of the provisions of this Agreement, a non -defaulting
18 Party(s) shall have the option to terminate this Agreement upon thirty (30) calendar days prior written
19 notice to the Party in default.
20 D. Termination for Convenience: Either Party may terminate this Agreement for its
21 convenience by providing thirty (30) calendar days prior written notice of its intent to terminate for
22 convenience to the other Party.
23 E. AUTHORITY and PARTICIPATING AGENCIES shall comply with all applicable federal,
24 state, and local laws, statues, ordinances and regulations of any governmental authority having
25 jurisdiction over the PROJECT.
26 /
Page 9 of 18
COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
1 F. Legal Authority: AUTHORITY and PARTICIPATING AGENCIES hereto consent that they
2 are authorized to execute this Agreement on behalf of said Parties and that, by so executing this
3 Agreement, the Parties hereto are formally bound to the provisions of this Agreement.
4 G. Severability: If any term, provision, covenant or condition of this Agreement is held to be
5 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the
6 remainder of this Agreement shall not be affected thereby, and each term,
7 provision, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent
8 permitted by law.
9 H. Counterparts of Agreement: This Agreement may be executed and delivered in any
10 number of counterparts, each of which, when executed and delivered shall be deemed an original and all
11 of which together shall constitute the same agreement. Facsimile signatures shall be permitted.
12 I. Force Majeure: Either Party shall be excused from performing its obligations under this
13 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable
14 cause beyond its control, including but not limited to: any incidence of fire, flood; acts of God;
15 commandeering of material, products, plants orfacilities by the federal, state or local government; national
16 fuel shortage; or a material act or omission by the other Party, when satisfactory evidence of such cause
17 is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond
18 the control and is not due to the fault or negligence of the Party not performing.
19 J. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or
20 authority hereunder may be assigned in whole or in part by either Party without the prior written consent
21 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed
22 void and of no force and effect. Consent to one assignment shall be deemed consent to any subsequent
23 assignment, nor the waiver of any right to consent to such subsequent assignment.
24 K. Governing Law: The laws of the State of California and applicable local and federal laws,
25 regulations and guidelines shall govern this Agreement.
26 /
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COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
L. Litigation fees: Should litigation arise out of this Agreement for the performance thereof,
the court shall award costs and expenses, including attorney's fees, to the prevailing Party.
M. Notices: Any notices, requests, or demands made between the Parties pursuant to this
Agreement are to be directed as follows:
To SANTA ANA:
To AUTHORITY:
City of Santa Ana
Orange County Transportation Authority
20 Civic Center Plaza — M43
550 South Main Street
Santa Ana, CA 92701
P. O. Box 14184
Attention: Tony Aquino
Orange, CA 92863-1584
Attention: Vinh Nguyen
Attention: Venita Anderson
Senior Civil Engineer
Senior Contract Administrator
Tel: (714) 647-5612
Tel: (714) 560-5427
E-mail: vnguyen @santa-ana.oM
E-mail: vanderson(a)octa.net
To GARDEN GROVE:
To SEAL BEACH:
City of Garden Grove
City of Seal Beach
11222 Acacia Parkway
211 8`h Street
Garden Grove, CA 92842
Seal Beach, CA 90740
Attention: Tony Aquino
Attention: Cesar Rangel
City Traffic Engineer
Assistant Engineer
Tel: (714) 741-5193
Tel: (562) 431-2527 ext. 1328
E-mail: tonyl((Dgarden-grove. orq
E-mail: crangelosealbeachca.gov
Page 11 of 18
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COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
To TUSTIN:
To WESTMINSTER:
City of Tustin
City of Westminster
300 Centennial Way
8200 Westminster Blvd.
Tustin, CA 92780
Westminster, CA 92683
Attention: Krys Saldivar
Attention: Adolfo Ozaeta, P. E.
Public Works Manager
Traffic Engineer
Tel: (714) 573-3172
Tel: (714) 548-3462
E-mail: ksaldivar(ciltustinca.orgE-mail:
aozaetaCcoci.westminster.ca.us
To ORANGE COUNTY:
County of Orange
300 North Flower Street
Santa Ana, CA 92703
Attention: Isaac Alonso Rice, P.E.
Traffic Engineer
Tel: (714) 245-4569
E-mail: Isaac. alonsorice(o)ocpw ocgov com
Page 12 of 18
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COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
This Agreement shall be made effective upon execution by all Parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-5-3589 to be
executed on the date first written above.
CITY OF SANTA ANA ORANGE COUNTY TRANSPORTATION AUTHORITY
By: By:
David Cavazos
City Manager
ATTEST:
an
Maria D. Huizar
City Clerk
APPROVED AS TO FORM
IN
Dated:
Sonia R. Carvalho
City Attorney
Darrell Johnson
Chief Executive Officer
APPROVED AS TO FORM:
dames M. Donich
General Counsel
APPROVAL RECOMMENDED:
0
Kia Mortazavi
Executive Director, Planning
Dated:
Page 13 of 18
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COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
This Agreement shall be made effective upon execution by all Parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-5-3589 to be
executed on the date first written above.
CITY OF GARDEN GROVE
By:
Bao Nguyen
Mayor
ATTEST:
By:
Kathleen Bailor
City Clerk
APPROVED AS TO FORM
By:
Thomas Nixon
City Attorney
Dated:
Page 14 of 18
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COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE 117TH STREET - RTSSP
This Agreement shall be made effective upon execution by all Parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-5-3589 to be
executed on the date first written above.
CITY OF SEAL H
By: i
Jill . Ingram
ity Manager
ATTEST:
am
Robin Roberts
City Clerk
City Attorney
Dated: 311" 1 Il b
Page 15 of 18
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COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET - RTSSP
This Agreement shall be made effective upon execution by all Parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-5-3589 to be
executed on the date first written above.
CITY OF TUSTIN
By:
Charles E. Puckett
Mayor
ATTEST:
In
Jeffrey C. Parker
City Clerk
APPROVED AS TO FORM
0
Dated:
David E. Kendig
City Attorney
Page 16 of 18
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COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE 117TH STREET - RTSSP
This Agreement shall be made effective upon execution by all Parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-5-3589 to be
executed on the date first written above.
CITY OF WESTMINSTER
Y
Tri Ta
Mayor
ATTEST:
By:
City Clerk
APPROVED AS TO FORM
By:
City Attorney
Dated:
Page 17 of 18
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COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE 117TH STREET - RTSSP
This Agreement shall be made effective upon execution by all Parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-5-3589 to be
executed on the date first written above.
COUNTY OF ORANGE
M
Todd Spitzer
Board of Supervisors
ATTEST:
0
Robin Stieler
Clerk of the Board
APPROVED AS TO FORM
Dated:
Nicholas S. Chrisos
County Counsel
Page 18 of 18
COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET
ATTACHMENT A
DETAILED LOCAL MATCH COMMITMENT
SECTION 1: AGENCY TOTAL MATCH SUMMARY
AGENCY
CASH
IN-KIND
TOTAL MATCH
City of Santa Ana
$241,896.00
$38,456.00
$280,352.00
City of Garden Grove
$95,184.00
$13,833.00
$109,017.00
City of Seal Beach
$47,903.00
$9,800.00
$57,703.00
City of Tustin
$38,500.00
$0.00
$38,500.00
City of Westminster
$84,448.00
$15,006.00
$99,454.00
County of Orange
$120,000.00
$0.00
$120,000.00
TOTAL
$627,931.00
$77,095.00.
$705,026.00
SECTION 2: MATCH BREAKDOWN (CASH VS IN-KIND SERVICES)
A. Cash Match
AGENCY -.-::- -
- FUNDING SOURCE
AMOUNT OF CASH CONTRBUTION---
City of Santa Ana
M2 Fairshare
$241,896.00
City of Garden Grove
M2 Fairshare
$95,184.00
City of Seal Beach
M2 Fairshare
$47,903.00
City of Tustin
M2 Fairshare
$38,500.00
City of Westminster
Traffic Impact Fee
$84,448.00
County of Orange
Gas Tax
$120,000.00
TOTAL
$627,931.00
B. In -Kind Services
i. Specific Improvements (List items and Cost):
-Agency
Improvemenf Construction
Dateof
Expenditure
N/A
$
TOTAL
Page A — 1
COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET
ATTACHMENT A
ii. Staffing Commitment:
AGENCY
STAFF POSITION
TYPE OF SERVICE ,
NO. OF
FULLY
BURDENED
TOTAL*
TO PROJECT ,
HOURS ..
HOURLY' RATE
City of Santa
Ana
Sr. Civil Engineer
Project Admin
24
$233
$5,592
City of Santa
Assistant Traffic
Project Design /
Ana
Operation
Implement/
40
$213
$8,520
Engineer
Construction Eng.
City of Santa
Project Design /
Ana
Assistant Engineer
Implement/
55
$213
$11,715
Construction Eng.
City of Santa
Construction
Construction
Ana
Inspector
Engineering
55
$187
$10,285
City of Santa
Project Design /
Ana
Engineering Intern
Implement/
57.17
$41
$2,344
Construction Eng.
Total for CitV of Santa An
$ 38,456
City of
Garden Grove
Associate E
Engineer
Project Design /
Implement/ Review
40
$95
$3,800
City of
Garden Grove
Associate Engineer
9
Project Design /
Implementation
40
$95
$3,800
City of
Sr. Traffic Signal
Project Design /
Garden Grove
Electrician
Construction Eng.
40
$75
$3,000
City of
Construction
Construction
Garden Grove
Inspector
Engineering
28,11
$115
$3,233
Total for City of Garden Grove:
$ 13,833
City of Seal
City Traffic
Beach
Engineer
Project Admin
8i
$175
$1,400
City of Seal
Project Design /
Beach
Assistant Engineer
Implement /
40
$145
$5,800
Construction Eng.
City of Seal
Construction
Construction
Beach
Inspector
Engineering
20 8
$125
$2,600
Total for CitV of Seal Beach:
$ 9,800
Page A - 2
COOPERATIVE AGREEMENT NO. C-5-3589
WESTMINSTER AVENUE / 17TH STREET
ATTACHMENT A
City of
Project Admin /
Westminster
TrafficEngineering
Implement/
110.0
$94.12
$10,353
Construction Eng.
City of
Civil Engineering
Project Implement /
58.12
$80.06
$4,653
Westminster
Assistant
Construction Eng.
Total for City of Westminster.
$ 15,006
TOTAL IN-KIND MATCH:
$ 77,095
'Total amount is the required participation by the identified agency. The number of hours and hourly rate will be based on
each agency's actual fully burdened billing rates, which must collectively equal the same value of the assigned "Total' dollars.
Each agency will be responsible for keeping detailed records of hours worked and description of work. An accounting recons
of personnel, hours at fully burdened rate is expected to be included with the final submittal. Records will be subject to
auditing.
Page A - 3