HomeMy WebLinkAboutAGMT - OCTA (Cooperative Agreement No C-3-2434 Countywide Signal Synchronization Baseline Project)1
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Distributed 10/13/2023
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COOPERATIVE AGREEMENT NO. C-3-2434
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND `
CITY OF SEAL BEACH
FOR
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
THIS COOPERATIVE AGREEMENT (Agreement), is effective this 13th day of
OCTOBER 1, 2023 ("Effective Date"), 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 City of Seal Beach, a California
charter city duly organized and existing under the constitution and laws of the State of California
("PARTICIPATING AGENCY"), each individually known as "Party" and collectively known as "Parties".
RECITALS:
WHEREAS, the AUTHORITY in cooperation with the PARTICIPATING AGENCY 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 (RTSSP) to enhance countywide
traffic flow and reduce congestion; and
WHEREAS, the AUTHORITY completed a Countywide Signal Synchronization Plan Study
(hereinafter, "PLAN STUDY") in support of the RTSSP and received authorization from the
AUTHORITY's Board, of Directors on March 14, 2022, to update the Traffic Signal Synchronization Master.
Plan in accordance with the PLAN STUDY recommendations; and
WHEREAS, the AUTHORITY secured Congestion Mitigation and Air Quality ("CMAQ") funds for
the implementation of a Countywide Signal Synchronization Baseline Project (hereinafter, "PROJECT')
as presented in the PLAN STUDY; and
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COOPERATIVE AGREEMENT NO. C-3-2434
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
WHEREAS, the AUTHORITY intends to release a request for proposals to secure a consultant
("CONSULTANT") to implement the PROJECT; and
WHEREAS, based on the PLAN STUDY the AUTHORITY agrees to act as the implementing
agency to carry out the PROJECT; and
WHEREAS, the PROJECT will include approximately 2,500 traffic signalized intersections
along regionally significant corridors within Orange County; and
WHEREAS, approximately 16 PARTICIPATING AGENCY -owned and operated signalized
intersections will be included as part of the PROJECT; and
WHEREAS, the PROJECT will include all 34 Orange County cities and the County of Orange;
and
WHEREAS, the AUTHORITY will enter into a separate cooperative agreement with each
participating agency in each jurisdiction for implementation of the PROJECT; and
WHEREAS, the AUTHORITY and the PARTICIPATING AGENCY acknowledges and
understands that in-house resources (staff hours) from the PARTICIPATING AGENCY will provide
various services in support of the PROJECT; and
WHEREAS, the AUTHORITY and the PARTICIPATING AGENCY desire to enter into this
Agreement to implement the PROJECT in support of the RTSSP ; and
WHEREAS, this Agreement defines the specific terms and conditions, and between the
AUTHORITY and the PARTICIPATING AGENCY for the implementation of the PROJECT; and
WHEREAS, the PARTICIPATING AGENCY's City Council approved this Agreement on the
111h day_of.. SEPTEMBER , 202.
NOW, THEREFORE, it is mutually understood and agreed by the AUTHORITY and the
PARTICIPATING AGENCY as follows:
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COOPERATIVE AGREEMENT NO. C-3-2434
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
ARTICLE 1. COMPLETE AGREEMENT
A. This Agreement, including any attachments incorporated herein and made applicable by
reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this
Agreement between the AUTHORITY and the PARTICIPATING AGENCY and supersedes all prior
representations, understandings, and communications. The invalidity in whole or in part of any term or
condition of this Agreement shall not affect the validity of other term(s) or conditions(s) of this Agreement.
The above referenced Recitals are true and correct and are incorporated by reference herein.
B. The AUTHORITY's failure to insist on any instance(s) of the PARTICIPATING AGENCY's
performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or
relinquishment of the AUTHORITY's right to such performance or to future performance of such term(s)
or condition(s), and the PARTICIPATING AGENCY's obligation in respect thereto shall continue in full
force and effect. Changes to any portion of this Agreement shall not be binding upon the AUTHORITY
except when specifically confirmed in writing by an authorized representative of the AUTHORITY by way
of a written amendment to this Agreement and issued in accordance with the provisions of this
Agreement.
C. The PARTICIPATING AGENCY's failure to insist on any instance(s) of the AUTHORITY's
performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or
relinquishment of the PARTICIPATING AGENCY's right to such performance or to future performance of
such term(s) or condition(s), and the AUTHORITY's obligation in respect thereto shall continue in full
force and effect. Changes to any portion of this Agreement shall not be binding upon the PARTICIPATING
AGENCY_ except_when_specifcally confirmed in writing by an authorized_ representative ofha
PARTICIPATING AGENCY by way of a written amendment to this Agreement and issued in accordance
with the provisions of this Agreement.
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COOPERATIVE AGREEMENT NO. C-3-2434
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
1 ARTICLE 2. SCOPE OF AGREEMENT
2 This Agreement specifies the roles and responsibilities of the Parties as they pertain to the
3 subjects and PROJECT addressed herein. The Parties agree that each will cooperate and coordinate
4 with the other Party in all activities covered by this Agreement and any other supplemental agreements
5 that may be required to facilitate purposes thereof.
6 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
7 The AUTHORITY, as the lead agency, agrees to the following responsibilities for the
8 implementation of the PROJECT.
9 A. To designate a Project Manager as a single point of contact for the Project.
10 B. The AUTHORITY, or agents of the AUTHORITY, shall manage, procure, implement, and
11 complete all aspects of the PROJECT, including filing all documentation necessary to comply with the
12 Congestion Mitigation and Air Quality (CMAQ) funding for the PROJECT.
13 C. The AUTHORITY, or agents of the AUTHORITY, shall coordinate outreach with the
14 PARTICIPATING AGENCY for the PROJECT.
15 D. The AUTHORITY, or agents of the AUTHORITY, shall collect all data necessary to
16 provide new optimized timing plans including, but not limited to, manual or video all movement counts at
17 each PROJECT signalized intersection, and a mutually agreed upon number and location of 24 hours
18 7 days automated machine traffic counts with vehicle classification.
19 E. The AUTHORITY, or agents of the AUTHORITY, shall develop and implement new timing
20 plans optimized for signal synchronization.
21 _ F,_ _ ,_ TheA THORITY,aor agents of theAUT pRlTY, shall_ provide -updated -timing plansf_or_-
22 all control systems and all relevant data used to develop said plans to the PARTICIPATING AGENCY.
23 G. The AUTHORITY, or agents of the AUTHORITY, shall prepare a conceptual plan for the
24 delivery of the PROJECT. The AUTHORITY, or agents of the AUTHORITY, shall provide all reports to
'25 the PARTICIPATING AGENCY in draft and final formats for review and comment. The PARTICIPATING
26 AGENCY comments shall be noted in the final report.
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COOPERATIVE AGREEMENT. NO. C-3-2434
COUNT.tWf)1ASIGNAL SYNCHRONIZATION°'BASELINE PROJECT
H. The AUTHORITY shall provide 'oversight to maintain inter -jurisdictional traffic signal
operational integrity between the PROJECTaridtiith•er signal synchronization projectsnotolder than three
(3) years from4he-effective date of. this.Agreement. -
I. The AUTHORITY shall- pr vide y formats, templates, and guidance in reporting
requirements necessary for the PROJECT.,
J. The AUTHORITY, or agents.of;AUTHORITY, under this Agreement and.upomcloseout of
PROJECT, may.perform-atechnical and/orfield review to,,ensurethatthe CMAQ.guidelines, policies, and
procedures, were=followed.
,. ARTICLE 4. RESPONSIBILITIES,OF THE PARTICIPATING AGENCY
The,PARTICIPATING AGENCY agree�*he.following'r•esponsibilities.for implementation of
.the PROJECT:
A. The PARTICIPATING AGENCY shall provide a technical representative to meet and
participate as a member4of the PROJECT;s Traffic Forum:
B. The -PARTICIPATING AGENCY„shall authorize the AUTHORITY to manage, procure.
and` implement.all aspects of the PROJECT.
C. The PARTICIPATING, AGENCY shall participate and support the PROJECT
implementation, as agreed by all Parties.
D. The PARTICIPATING AGENCY shall -provide the AUTHORITY, or agents ;of_the
AUTHORITY, all current intersection as -built drawings; all: current intersections controller assembly
plans as.ptpvided by the manufacturer and modified by,the PARTICIPATING,AGENCY since original
installaton,_local_field.master,..local_GontcolJar;_Advanced.Traffj'c Manage' ent_S. em timing plans,_
and.other ITS-related:data upon. request.
E. The PARTICIPATING AGENCY shall inform the,AUTHORITY of new traffic signal
installations and any traffic signal- modifications, which,.would materially affect the performance.of the
regional corridors on the PROJECT.
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COOPERATIVE AGREEMENT NO. C-3-2434
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
1 F. The PARTICIPATING AGENCY shall maintain in good condition existing traffic signal
2 equipment for the PROJECT, such as signal communication and traffic signal controllers.
3 G. The PARTICIPATING AGENCY shall waive all fees associated with any local agency
4 permits that may be required from the CONSULTANT, subconsultants, and/or service or equipment
5 providers retained by the AUTHORITY in the performance of the PROJECT.
6 ARTICLE S. DELEGATED AUTHORITY
7 The actions required to be taken by the PARTICIPATING AGENCY in the implementation of this
8 Agreement are delegated to its respective City Manager, or City Manager's designee, and the actions
9 required to be taken by the AUTHORITY in the implementation of this Agreement are delegated to the
10 AUTHORITY's Chief Executive Officer or Chief Executive Officer's designee.
11 ARTICLE 6. AUDIT AND INSPECTION
12 PARTICIPATING AGENCY shall maintain a complete set of records in accordance with generally
13 accepted accounting principles. Upon reasonable notice, PARTICIPATING AGENCY shall permit the
14 authorized representatives of AUTHORITY to inspect and audit all work, materials, payroll, books,
15 accounts, and other data and records of PARTICIPATING AGENCY for a period of five (5) years after
16 final payment, final closeout, or until any on-going audit is completed, whichever is later. For purposes
17 of audit, the date of completion of this Agreement shall be the date of AUTHORITY's payment of
18 CONSULTANT's final billing (so noted on the paid invoice) under this Agreement. AUTHORITY shall
19 have the right to reproduce any such books, records, and accounts. The above provision with respect to
20 audits shall extend to and/or be included in contracts with AUTHORITY'S contractor.
21 ARTICLE 7. INDEMNIFICATION
22 A. To the fullest extent permitted by law, the PARTICIPATING AGENCY shall defend
23 (at the PARTICIPATING AGENCY's sole cost and expense with legal counsel reasonably acceptable to
24 the AUTHORITY), indemnify, protect, and hold harmless the AUTHORITY, and its officers, directors,
25 employees, and agents (collectively the "Indemnified Parties"), from and against any and all liabilities,
26 actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages,
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COOPERATIVE AGREEMENTiM".4 3-2434
COUNTYWIDE'SIGNAL SYNCHRONIZATION-BW&LINE�PROJE-CT
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
AGENCY's employees included), for damage.to;property, including�property owned by the AUTHORITY,
or from any violation of anyfederal, state, or local law or ordinance, alleged to be caused by,;the.negligent
acts, omissions:or willfulnisconduct of the; PARTICIPATING AGENCY, its officers, directors- employees
or -agents in connection,with or -arising out of the,, performance. of this Agreement.
B. To-theifullestextent_permitted-bylaw, the AUTHORITYshalldefend (at the AUTHORITY's
sole cost, and expense�with, legal counsel reasonably acceptable to the PARTICIPATIN&AGENCY),
indemnify; protect, anal hold harmless the PARTICIPATING AGENCY, including their officers, directors,
yemployees, 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 butFnot limited to Claims arising from injuries to or death of persons (AUTHORITY's; employees
included), for damage to:property; including property owned by the PARTICIPATING. AGENCY, 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 the AUTHORITY, its officers, directors, employees or agents in
connection with or arising out.of:.the performance. of this Agreement,
C. The indemnification and defense obligations of this.Agreement shallsurvive, its expiration
or termination.
ARTICLE:8.-.. ADDITIONALPROVISIONS
Ate__.Term .of Aerreement This Agreement shall_be-in full force, andweffect;:fromJhe_I=ffective
Date through: December 31, 2028.
B. .Amendment: This Agreement maybe extended or amended in writing at. any time: by the
mutual consent of both Parties. No amendment shall, have -any force or effect unlessexecuted in writing
by all Parties.
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COOPERATIVE AGREEMENT NO. C-3-2434
COUNTYWIDE SIGNAL SYNCHRONIZATIOffi ASE LINE.P...ROJECT
1 70
C. Termination: In the eventany Party defaults in the ,performance of their-: respective
.2 obligations under thisAgreement, or breaches;aof.•tFhe provisionsof•this Agreement, the
non-
3 Party shall have the option to, -terminate this -Agreement upon thirty (30) calendar days prior written notice
4 1, ao the Party -in default.
5 D. Termination for Convenienc
e"Either . Partymay terminate this AgreementJor:its
6 convenience by providing thirty (30) calendar days.prior written notice of its intent to terminate for
7 convenience.to the other.Party:
8 ' E. AUTHORITY and, Parties shall comply with all.applicable federal, state, and local laws;
9 statues, ordinances, and regulations of -any governmental authority ,having jurisdiction over the
.10; PROJECT.
1:1 , ¢ F. Leaal,JAUthoiity: The Parties hereto consent. that they are authorized to execute this
12 Agreement on behalfof said .Party.and that, by.. so executing this -Agreement, the�Parties;hereto are
13
formally bound to the provisions of this.Agreement.
14
G. Severability :.lf any term, provision, covenant, or,condition of this Agreement -is held to be
15
invalid, void or otherwise unenforceable, to, any, extent, by any court of competent jurisdiction, the
I&
remainder of this.Agreement shall not -be affected thereby,; and each,remaining term, provision, covenant,
17
or condition of this Agreement shallbe valid and enforceable. to the fullest extent permitted by law.
18
H. .Counteroarts�;of Agreement;a This Agreement [nay`.be executed and delivered in .any
19 .
number of counterparts, each of which; when.dxecuted•and :delivered shall be deemed an original,and all
20 `
' of which together shall constitute.the,same.Agreement. Facsimile/electronic signatures shall.be permitted.
y
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Assignment:_ Neither this Amnt,rrfMano_the, Parties° righs ;obgatons,. duties,
s
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:' authority hereunder maybe assigned in whole or. in part,by-either Party without the,prior-written consent
23
;, of the:other Party.in its sole ..and absolute discretion. Any such attempt of assignment shall be deemed
24
void and of no force and :,effect. Consent to :one. assignment shall not be deemed consent to any
25
subsequent Assignment,, nor the waiver of any.right.to:consent to such subsequent assignment.
26
/
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COOPERATIVE AGREEMENT NO. C-3-2434
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
J. Governing Law: The laws of the State of California and applicable local and federal laws,
regulations, and guidelines shall govern this Agreement.
K. 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.
L. Notices: Any notices, requests, or demands made between the Parties pursuant to this
Agreement are to be directed as follows:
To PARTICIPATING AGENCY:
_
To AUTHORITY:
City of Seal Beach
Orange County Transportation Authority
211 81h Street
550 South Main Street
Seal Beach, CA 90740
P. O. Box 14184
Orange, CA 92863-1584
Attention: Jill R. Ingram
Attention: Michael Le
'City Manager
Senior Contract Administrator
Tel: (562) 431-2527 x1300
Tel: (714) 560-5314
Email: iingram ,sealbeachca:gov
Email: mlel@octa.net
CC: Iris Lee
CC: Alicia Yang
Director of Public Works
OCTA Project Manager
Tel: (562) 431-2527 x1322
Tel: (714) 560-5362
Email: ilee sealbeachca.gov
Email: ayang(&octa.net
M. Force,Maieure: Either Party_ _ shall. be _excused _ from performing _ its obligations_ under.
Agreement during the time -and to the -extent -that -it -is -prevented -from -performing -by -an -unforeseeabl&,causE
beyond its control, including but not limited to: any incidence of fire, flood; acts of God; commandeering a
material, products, plants or facilities by the federal, state or local government; national fuel shortage; or e
material act or omission by the other Party, when satisfactory evidence of such cause is presented to the other
Party, and provided further that such nonperformance is unforeseeable, beyond the control and is not due tc
the fault or negligence of the Party not performing.
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COOPERATIVE AGREEMENT NO. C-3-2434
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
This Agreement shall be made effective upon execution by all Parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-3-2434 to be
executed as of the date of the last signature below.
CITY OF SEAL BEACH ORANGE COUNTY TRANSPORTATION AUTHORITY
ByWingram
•`/, Meena Katakla ( 202312:09 PDT)
J Meena Katakia
City Manager Manager, Capital Projects
Dated:;
ATTEST: r3''3eg►L
By: E �fiti U
Gloria Harper
City Clerk
Dated: �4
APPROVED AS TO FORM
By/��.
Nicholas G. Gh_irelli _
City Attorney
Dated: Cl / S / Z 3
Dated
PROVED AS TO FORM:
James Domch (Oct 13, 2023 11:33 PDT)
James M. Donich
General Counsel
Dated:
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COOPERATIVE AGREEMENT NO. C-3-2434
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF SEAL BEACH
FOR
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
THIS COOPERATIVE AGREEMENT (Agreement), is effective this day of
, 2023 ("Effective Date"), 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 City of Seal Beach, a California
charter city duly organized and existing under the constitution and laws of the State of California
("PARTICIPATING AGENCY"), each individually known as "Party" and collectively known as "Parties".
RECITALS:
WHEREAS, the AUTHORITY in cooperation with the PARTICIPATING AGENCY 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 (RTSSP) to enhance countywide
traffic flow and reduce congestion; and
WHEREAS, the AUTHORITY completed a Countywide Signal Synchronization Plan Study
(hereinafter, "PLAN STUDY") in support of the RTSSP and received authorization from the
AUTHORITY's Board of Directors on March 14, 2022, to update the Traffic Signal Synchronization Master
Plan in accordance with the PLAN STUDY recommendations; and
WHEREAS, the AUTHORITY secured Congestion Mitigation and Air Quality ("CMAQ") funds for
the implementation of a Countywide Signal Synchronization Baseline Project (hereinafter, "PROJECT')
as presented in the PLAN STUDY; and
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COOPERATIVE AGREEMENT NO. C-3-2434
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
,
WHEREAS, the AUTHORITY intends to release a request for proposals to secure a consultant
("CONSULTANT") to implement the PROJECT; and
WHEREAS, based on the PLAN STUDY the AUTHORITY agrees to act as the implementing
j
agency to carry out the PROJECT; and i
WHEREAS, the PROJECT will include approximately 2,500 traffic signalized intersections
along regionally significant corridors within Orange County; and
WHEREAS, approximately 16 PARTICIPATING AGENCY -owned and operated signalized
intersections will be included as part of the PROJECT; and
WHEREAS, the PROJECT will include all 34 Orange County cities and the County of Orange;
and
WHEREAS, the AUTHORITY will enter into a separate cooperative agreement with each
participating agency in each jurisdiction for implementation of the PROJECT; and
WHEREAS, the AUTHORITY and the PARTICIPATING AGENCY acknowledges and
understands that in-house resources (staff hours) from the PARTICIPATING AGENCY will provide
i
various services in support of the PROJECT; and
WHEREAS, the AUTHORITY and the PARTICIPATING AGENCY desire to enter into this
I
Agreement to implement the PROJECT in support of the RTSSP ; and
WHEREAS, this Agreement defines the specific terms and conditions, and between the
AUTHORITY and the PARTICIPATING AGENCY for the implementation of the PROJECT; and
WHEREAS, the PARTICIPATING AGENCY's City Council approved this Agreement on the
day of '202 i
NOW, THEREFORE, it is mutually understood and agreed by the AUTHORITY and the
PARTICIPATING AGENCY as follows:
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COOPERATIVE AGREEMENT NO. C-3-2434
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
1 ARTICLE 1. COMPLETE AGREEMENT
2 A. This Agreement, including any attachments incorporated herein and made applicable by
3 reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this
4 Agreement between the AUTHORITY and the PARTICIPATING AGENCY and supersedes all prior
5 representations, understandings, and communications. The invalidity in whole or in part of any term or
6 condition of this Agreement shall not affect the validity of other term(s) or conditions(s) of this Agreement.
7 The above referenced Recitals are true and correct and are incorporated by reference herein.
8 B. The AUTHORITY's failure to insist on any instance(s) of the PARTICIPATING AGENCY's
9 performance of any term(s) or condition(s) of i this Agreement shall not be construed as a waiver or
10 relinquishment of the AUTHORITY's right to such performance or to future performance of such term(s)
11 or condition(s), and the PARTICIPATING AGENCY's obligation in respect thereto shall continue in full
12 force and effect. Changes to any portion of this Agreement shall not be binding upon the AUTHORITY
13 except when specifically confirmed in writing by an authorized representative of the AUTHORITY by way
,
14 of a written amendment to this Agreement and issued in accordance with the provisions of this
15 Agreement.
16 C. The PARTICIPATING AGENCY's failure to insist on any instance(s) of the AUTHORITY's
17 performance of any term(s) or condition(s) of ;this Agreement shall not be construed as a waiver or
18 relinquishment of the PARTICIPATING AGENCY's right to such performance or to future performance of
19 such term(s) or condition(s), and the AUTHORITY's obligation in respect thereto shall continue in full
20 force and effect. Changes to any portion of this Agreement shall not be binding upon the PARTICIPATING
21 AGENCY except when specifically confirmed in writing by an authorized representative of the
22 PARTICIPATING AGENCY by way of a written amendment to this Agreement and issued in accordance
23 with the provisions of this Agreement. I
24 /
25 /
26 /
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k COOPERATIVE AGREEMENT NO. C-3-2434
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
1 ARTICLE 2. SCOPE OF AGREEMENT
2 This Agreement specifies the roles and responsibilities of the Parties as they pertain to the
3 subjects and PROJECT addressed herein. The Parties agree that each will cooperate and coordinate
4 with the other Party in all activities covered by this Agreement and any other supplemental agreements
5 that may be required to facilitate purposes thereof.
6 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
7 The AUTHORITY, as the lead agency, agrees to the following responsibilities for the
8 implementation of the PROJECT:
9 A. To designate a Project Manager as a single point of contact for the Project.
10 B. The AUTHORITY, or agents of the AUTHORITY, shall manage, procure, implement, and
11 complete all aspects of the PROJECT, including filing all documentation necessary to comply with the
12 Congestion Mitigation and Air Quality (CMAQ) funding for the PROJECT.
13 C. The AUTHORITY, or agents of the AUTHORITY, shall coordinate outreach with the
1
14 PARTICIPATING AGENCY forthe PROJECT.;
15 D. The AUTHORITY, or agents of the AUTHORITY, shall collect all data necessary to
16 provide new optimized timing plans including, but not limited to, manual or video all movement counts at
17 each PROJECT signalized intersection, and a mutually agreed upon number and location of 24 hours
18 7 days automated machine traffic counts with vehicle classification.
19 E. The AUTHORITY, or agents of the AUTHORITY, shall develop and implement new timing
20 plans optimized for signal synchronization.
21 F. The AUTHORITY, or agents of the AUTHORITY, shall provide updated timing plans for
22 all control systems and all relevant data used to develop said plans to the PARTICIPATING AGENCY.
23 G. The AUTHORITY, or agents of the AUTHORITY, shall prepare a conceptual plan for the
24 delivery of the PROJECT. The AUTHORITY, or agents of the AUTHORITY, shall provide all reports to
25 the PARTICIPATING AGENCY in draft and final formats for review and comment. The PARTICIPATING
26 AGENCY comments shall be noted in the final report.
i
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COOPERATIVE AGREEMENT NO. C-3-2434
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
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H. The AUTHORITY shall provide oversight to maintain inter jurisdictional traffic signal
operational integrity between the PROJECT and other signal synchronization projects not older than three
(3) years from the effective date of this Agreement.
I. The AUTHORITY shall provide formats, templates, and guidance in reporting
requirements necessary for the PROJECT.
J. The AUTHORITY, or agents of AUTHORITY, under this Agreement and upon closeout of
PROJECT, may perform a technical and/or field review to ensure that the CMAQ guidelines, policies, and
procedures were followed.
ARTICLE 4. RESPONSIBILITIES OF THE PARTICIPATING AGENCY
The PARTICIPATING AGENCY agrees to the following responsibilities for implementation of
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the PROJECT:
A. The PARTICIPATING AGENCY shall provide a technical representative to meet and
participate as a member of the PROJECT's Traffic Forum.
B. The PARTICIPATING AGENCY shall authorize the AUTHORITY to manage, procure,
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and implement all aspects of the PROJECT. a
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C. The PARTICIPATING AGENCY shall participate and support the PROJECT
implementation, as agreed by all Parties.
D. The PARTICIPATING AGENCY shall provide the AUTHORITY, or agents of the
AUTHORITY, all current intersection as -built drawings, all current intersections controller assembly
plans as provided by the manufacturer and modified by the PARTICIPATING AGENCY since original
installation, local field master, local controller, Advanced Traffic Management System timing plans,
and other ITS -related data upon request. t
E. The PARTICIPATING AGENCY shall inform the AUTHORITY of new traffic signal
installations and any traffic signal modifications, which would materially affect the performance of the
regional corridors on the PROJECT.
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COOPERATIVE AGREEMENT NO. C-3-2434
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
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F. The PARTICIPATING AGENCY shall maintain in good condition existing traffic signal
equipment for the PROJECT, such as signal communication and traffic signal controllers.
G. The PARTICIPATING AGENCY shall waive all fees associated with any local agency
permits that may be required from the CONSULTANT, subconsultants, and/or service or equipment
providers retained by the AUTHORITY in the performance of the PROJECT.
ARTICLE 5. DELEGATED AUTHORITY
The actions required to be taken by the PARTICIPATING AGENCY in the implementation of this
Agreement are delegated to its respective City' Manager, or City Manager's designee, and the actions
required to be taken by the AUTHORITY in the implementation of this Agreement are delegated to the
AUTHORITY's Chief Executive Officer or Chief Executive Officer's designee.
ARTICLE 6. AUDIT AND INSPECTION
PARTICIPATING AGENCY shall maintain a complete set of records in accordance with generally
accepted accounting principles. Upon reasonable notice, PARTICIPATING AGENCY shall permit the
authorized representatives of AUTHORITY to, inspect and audit all work, materials, payroll, books,
accounts, and other data and records of PARTICIPATING AGENCY for a period of five (5) years after
final payment, final closeout, or until any on-going audit is completed, whichever is later. For purposes
of audit, the date of completion of this Agreement shall be the date of AUTHORITY's payment of
CONSULTANT's final billing (so noted on the !paid 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 AUTHORITY'S contractor.
ARTICLE 7. INDEMNIFICATION
A. To the fullest extent permitted by law, the PARTICIPATING AGENCY shall defend
(at the PARTICIPATING AGENCY's sole cost and expense with legal counsel reasonably acceptable to
the AUTHORITY), indemnify, protect, and hold harmless the AUTHORITY, and its officers, directors,
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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,
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COOPERATIVE AGREEMENT NO. C-3-2434
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
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
AGENCY's employees included), for damage to property, including property owned by the AUTHORITY,
or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent
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acts, omissions or willful misconduct of the PARTICIPATING AGENCY, 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, the AUTHORITY shall defend (at the AUTHORITY's
sole cost and expense with legal counsel reasonably acceptable to the PARTICIPATING AGENCY),
indemnify, protect, and hold harmless the PARTICIPATING AGENCY, including their 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 (AUTHORITY's employees
included), for damage to property, including property owned by the PARTICIPATING AGENCY, 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 the AUTHORITY, its officers, directors, employees or agents in
connection with or arising out of the performance of this Agreement.
C. The indemnification and defense obligations of this Agreement shall survive its expiration
or termination.
ARTICLE 8. ADDITIONAL PROVISIONS
A. Term of Agreement: This Agreement shall be in full force and effect from the Effective
Date through December 31, 2028.
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B. Amendment: This Agreement may be extended or amended in writing at any time by the
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mutual consent of both Parties. No amendment shall have any force or effect unless executed in writing
by all Parties. j
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COOPERATIVE AGREEMENT NO. C-3-2434
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
1 C. Termination: In the event any Party defaults in the performance of their respective
2 obligations under this Agreement or breaches any of the provisions of this Agreement, the non -defaulting
3 Party shall have the option to terminate this Agreement upon thirty (30) calendar days prior written notice
4 to the Party in default.
5 D. Termination for Convenience: Either Party may terminate this Agreement for its
6 convenience by providing thirty (30) calendar days prior written notice of its intent to terminate for
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7convenience to the other Party. ;
8 E. AUTHORITY and Parties shall comply with all applicable federal, state, and local laws,
9 statues, ordinances, and regulations of any, governmental authority having jurisdiction over the
10 PROJECT.
11 F. Legal Authority: The Parties hereto consent that they are authorized to execute this
12 Agreement on behalf of said Party and that, by so executing this Agreement, the Parties hereto are
13 formally bound to the provisions of this Agreement.
14 G. Severability: If any term, provision, covenant, or condition of this Agreement is held to be
15 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the
16 remainder of this Agreement shall not be affected thereby, and each remaining term, provision, covenant,
17 or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
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18 H'. Counterparts of Agreement: This Agreement may be executed and delivered in any
19 number of counterparts, each of which, when executed and delivered shall be deemed an original and all
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20 of which together shall constitute the same Agreement. Facsimile/electronic signatures shall be permitted.
21 I. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or
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22 authority hereunder may be assigned in whole or in part by either Party without the prior written consent
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23 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed
24 void and of no force and effect. Consent to one assignment shall not be deemed consent to any
25 subsequent assignment, nor the waiver of any right to consent to such subsequent assignment.
26 /
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COOPERATIVE AGREEMENT NO. C-3-2434
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
J. Governing Law: The laws of the State of California and applicable local and federal laws,
regulations, and guidelines shall govern this Agreement.
K. 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.
L. Notices: Any notices, requests, or demands made between the Parties pursuant to this
Agreement are to be directed as follows:
To PARTICIPATING AGENCY:
To AUTHORITY:
City of Seal Beach
Orange County Transportation Authority
211 8th Street ,
550 South Main Street
Seal Beach, CA 90740
P. O. Box 14184
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Orange, CA 92863-1584
Attention: Jill R. Ingram
Attention: Michael Le
City Manager ?
Senior Contract Administrator
Tel: (562) 431-2527 x1300
Tel: (714) 560-5314
Email: iingram(cDsealbeachca.gov
Email: mle1(a)-octa.net
CC: Iris Lee
CC: Alicia Yang
Director of Public Works
OCTA Project Manager
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Tel: (562) 431-2527 x1322
Tel: (714) 560-5362
Email: ilee(D-sealbeachca.gov
Email: ayang(aD-octa.net
M. Force Majeure: Either Party shall be excused from performing its obligations under thi:
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Agreement during the time and to the extent that it is prevented from performing by an unforeseeable cause
beyond its control, including but not limited to: any incidence of fire, flood; acts of God; commandeering a
material, products, plants or facilities by the federal, state or local government; national fuel shortage; or z
material act or omission by the other Party, when satisfactory evidence of such cause is presented to the other
Party, and provided further that such nonperformance is unforeseeable, beyond the control and is not due tc
the fault or negligence of the Party not performing.
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COOPERATIVE AGREEMENT NO. C-3-2434
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This Agreement shall be made effective upon execution by all Parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-3-2434 to be
executed as of the date of the last signature below.
CITY OF SEAL BEACH ORANGE COUNTY TRANSPORTATION AUTHORITY
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E3y: y:
Ingram Meena Katakia
City Manager Manager, Capital Projects
Dated: Dated:
ATTEST: n�'NL —t
By:
Gloria Harper
City Clerk El
Dated: 1�
APPROVED AS TO FORM
Nicholas G. Ghirelli
City Attorney
Dated: C7 / S / Z 3
AS TO FORM:
;lames M. Donich
General Counsel
Dated:
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RESOLUTION 7442
A RESOLUTION OF THE SEAL BEACH CITY
COUNCIL APPROVING AND AUTHORIZING THE
CITY MANAGER TO EXECUTE COOPERATIVE
AGREEMENT NO. C-3-2434 WITH THE ORANGE
COUNTY TRANSPORTATION AUTHORITY FOR THE
COUNTYWIDE SIGNAL SYNCHRONIZATION
BASELINE PROJECT
5 -WHEREAS, the -0 ang-'Co�inty Transportation Authority ("OCTA") works with
local agencies to coordinate traffic signals across multiple jurisdictional
boundaries as part of the Renewed Measure M ("M2") Regional Traffic Signal
Synchronization Program ("RTSSP") to enhance countywide traffic flow; and,
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WHEREAS, OCTA secured Congestion Mitigation and Air Quality ("CMAQ")
funding for the Countywide Signal Synchronization Baseline Project ("Project");
and,
WHEREAS, the City and OCTA desires; to enter into a cooperative agreement to
implement the Project and collaborate in good faith in the management of their
respective responsibilities.
NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY
RESOLVE:
SECTION 9. The City Council hereby approves Cooperative Agreement No.
C-3-2434 by and between the City of Seal Beach and the Orange
County Transportation Authority.
SECTION 2. The City Council hereby authorizes and directs the City Manager
to execute Cooperative Agreement C-3-2434 on behalf of the
City.
PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular
meeting held on the 11th day of September, 2023 by the following vote:
AYES: Council Members: Kalmick, Landau, Moore, Steele, Sustarsic
NOES: Council Members: None
ABSENT: Council Members: None +
ABSTAIN: Council Members: None
74-'� e?"
Thomas Moore, Mayor
STATE OF CALIFORNIA }
COUNTY OF ORANGE }
CITY OF SEAL BEACH }
I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the
foregoing resolution is the original copy of Resolution 7442 on file in the office of
the City Clerk, passed, approved, and 'adopted by the City Council at a regular
meeting held on the 11th day of September, 2023.
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