HomeMy WebLinkAboutAGMT - OCTA (Cooperative Agmt C-3-3058 Alternative Signal Communication Demonstration Project) Distributed 6/20/2024
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PM A Yang,J Trujillo
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CAMM M Bornman
1 COOPERATIVE AGREEMENT NO. C-3-3058
2 BETWEEN
3 ORANGE COUNTY TRANSPORTATION AUTHORITY
4 AND
5 CITIES OF HUNTINGTON BEACH, LA HABRA, LAKE FOREST, NEWPORT BEACH,
6 RANCHO SANTA MARGARITA, SEAL BEACH, AND YORBA LINDA
7 FOR
8 ALTERNATIVE SIGNAL COMMUNICATION DEMONSTRATION PROJECT
9 THIS COOPERATIVE AGREEMENT (Agreement), is effective this 18th day of
10 June 2024 ("Effective Date"), by and between the Orange County Transportation
11 Authority, 550 South Main Street, P.O. Box 14184, Orange California 92863-1584, a public corporation
12 of the State of California (herein referred to as "AUTHORITY") and the cities of Huntington Beach, La
13 Habra, Lake Forest, Newport Beach, Rancho Santa Margarita, Seal Beach, and Yorba Linda (hereinafter
14 referred to as each a "PARTICIPATING AGENCY', collectively as the "PARTICIPATING AGENCIES"),
15 each individually known as "Party" and collectively known as the"Parties".
16 RECITALS:
17 WHEREAS, AUTHORITY and PARTICIPATING AGENCIES agree to evaluate, select, and
18 implement alternative signal communication solutions as a demonstration for the region to evaluate; and
19 WHEREAS, on June 13, 2022, AUTHORITY entered into an agreement with Iteris, Inc. (Iteris),
20 for a demonstration of alternative signal communication solutions; and
21 WHEREAS, PARTICIPATING AGENCIES have indicated their desire to upgrade or install new
22 communication infrastructure as part of the Alternative Signal Communication Demonstration Project
23 (hereinafter referred to as"PROJECT"); and
24 WHEREAS, the PROJECT will include twenty-two (22) traffic signal communication network
25 infrastructure upgrades, as identified in Attachment A; and
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AGREEMENT NO. C-3-3058
1 WHEREAS, the PROJECT will include communication network infrastructure upgrades, such as
2 hardware to support the management of each PARTICIPATING AGENCY's traffic network; and
3 WHEREAS, PARTICIPATING AGENCIES will each be responsible for their jurisdictional portion
4 of the operation and maintenance of PROJECT; and
5 WHEREAS, AUTHORITY and PARTICIPATING AGENCIES have previously cooperated, and
6 will continue to cooperate, in carrying out traffic signal synchronization and other Intelligent Transportation
7 Systems(ITS) improvements; and
8 WHEREAS, AUTHORITY and PARTICIPATING AGENCIES acknowledge their mutual desire to
9 enter into this Cooperative Agreement to formalize the terms and conditions and to establish guidelines
10 and responsibilities between AUTHORITY and PARTICIPATING AGENCIES, for mutually agreed upon
11 services for the improvement of the PROJECT.
12 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and
13 PARTICIPATING AGENCIES as follows:
14 ARTICLE 1. COMPLETE AGREEMENT
15 A. This Agreement, including any attachments incorporated herein and made applicable by
16 reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this
17 Agreement between AUTHORITY and PARTICIPATING AGENCIES and it supersedes all prior
18 representations, understandings, and communications. The invalidity in whole or in part of any term or
19 condition of this Agreement shall not affect the validity of other term(s)or conditions(s)of this Agreement.
20 The above referenced Recitals are true and correct and are incorporated by reference herein.
21 B. AUTHORITYS' failure to insist on any instance(s) of PARTICIPATING AGENCIES
22 performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or
23 relinquishment of AUTHORITY's right to such performance or to future performance of such term(s) or
24 condition(s), and PARTICIPATING AGENCIES obligation in respect thereto shall continue in full force
25 and effect. Changes to any portion of this Agreement shall not be binding upon AUTHORITY except
26 when specifically confirmed in writing by an authorized representative of AUTHORITY by way of a written
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AGREEMENT NO. C-3-3058
1 amendment to this Agreement and issued in accordance with the provisions of this Agreement.
2 C. PARTICIPATING AGENCIES failure to insist on any instance(s) of AUTHORITY's
3 performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or
4 relinquishment of PARTICIPATING AGENCIES right to such performance or to future performance of
5 such term(s) or condition(s), and AUTHORITY's obligation in respect thereto shall continue in full force
6 and effect. Changes to any portion of this Agreement shall not be binding upon a PARTICIPATING
7 AGENCY except when specifically confirmed in writing by an authorized representative of that
8 PARTICIPATING AGENCY by way of a written amendment to this Agreement and issued in accordance
9 with the provisions of this Agreement.
10 ARTICLE 2. SCOPE OF AGREEMENT
11 This Agreement specifies the roles and responsibilities of the Parties as they pertain to the
12 subjects and projects addressed herein. Both AUTHORITY and PARTICIPATING AGENCIES agree
13 that each will cooperate and coordinate with the other in all activities covered by this Agreement and any
14 other supplemental agreements that may be required to facilitate purposes thereof.
15 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
16 AUTHORITY agrees to the following responsibilities for PROJECT:
17 A. To oversee the procurement, configuration, and installation of ITS devices at
18 PARTICIPATING AGENCY-specified intersections to enable communication from the traffic controllers
19 and the PARTICIPATING AGENCIES' Advanced Traffic Management System (ATMS) at no cost to the
20 PARTICIPATING AGENCIES.
21 B. To accept responsibility for and to maintain in good condition the AUTHORITY installed ITS
22 devices for the duration of the PROJECT.
23 C. To provide instructions, manuals, guidance, and formats to PARTICIPATING AGENCIES to
24 enable PARTICIPATING AGENCIES to comply with the monitoring and reporting requirements for the
25 duration of the PROJECT.
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1 D. To remove any AUTHORITY installed ITS devices at the conclusion of the PROJECT upon
2 request by a PARTICIPATING AGENCY, at no cost to PARTICIPATING AGENCIES.
3 ARTICLE 4. RESPONSIBILITIES OF PARTICIPATING AGENCIES
4 PARTICIPATING AGENCIES agree to the following responsibilities for PROJECT:
5 A. To designate intersections within PARTICIPATING AGENCY's jurisdiction for AUTHORITY
6 to install ITS devices for the PROJECT.
7 B. To be solely responsible for maintaining the PARTICIPATING AGENCY's traffic signal
8 operation utilized for the PROJECT within PARTICIPATING AGENCY's jurisdiction, except for
9 AUTHORITY installed ITS devices.
10 C. To inform AUTHORITY of new traffic signal installations and any traffic signal modifications,
11 to PARTICIPATING AGENCY's overall traffic signal system, which would materially affect performance
12 of traffic signal communication by AUTHORITY installed ITS devices.
13 D. To continue to be responsible for and to maintain in good condition appropriate traffic signal
14 controllers for PARTICIPATING AGENCY's traffic signal operation within such PARTICIPATING
15 AGENCY's jurisdiction for the duration of the PROJECT.
16 E. To evaluate and accept all implementation of the PROJECT in PARTICIPATING AGENCY's
17 jurisdiction in accordance with PARTICIPATING AGENCY's requirements.
18 F. To be responsible for monitoring the devices and the communication links between the traffic
19 signal controllers and PARTICIPATING AGENCY's ATMS to ensure they stay operational.
20 G. To accept responsibility for and to maintain in good condition the AUTHORITY installed ITS
21 devices within AGENCY's jurisdiction upon completion of PROJECT; or, at a PARTICIPATING
22 AGENCY's sole discretion,to request that AUTHORITY remove AUTHORITY installed ITS devices at no
23 cost to PARTICIPATING AGENCIES following completion the PROJECT.
24 ARTICLE 5. MUTUAL RESPONSIBILITIES OF PARTIES
25 AUTHORITY and PARTICIPATING AGENCIES agrees to the following responsibilities for
26 PROJECT:
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1 A. To work together in good faith, using reasonable efforts to resolve any unforeseen issues and
2 disputes arising out of the performance of this Agreement.
3 B. This Agreement shall not be construed as changing the role of a PARTICIPATING AGENCY
4 in upgrading its existing communication infrastructure, within its jurisdiction.
5 ARTICLE 6. DELEGATED AUTHORITY
6 The actions required to be taken by PARTICIPATING AGENCIES in the implementation of this
7 Agreement are delegated to its City Manager, or City Manager's designee, and the actions required to
8 be taken by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief
9 Executive Officer or designee.
10 ARTICLE 7. AUDIT AND INSPECTION
11 AUTHORITY and PARTICIPATING AGENCIES shall maintain a complete set of records in
12 accordance with generally accepted accounting principles. Upon reasonable notice, PARTICIPATING
13 AGENCIES shall permit the authorized representatives of the AUTHORITY to inspect and audit all work,
14 materials, payroll, books, accounts, and other data and records of PARTICIPATING AGENCIES for a
15 period of four (4) years after final payment, or until any on-going audit is completed. For purposes of
16 audit, the date of completion of this Agreement shall be the date of PARTICIPATING AGENCIES
17 payment of AUTHORITY's final billing (so noted on the invoice)under this Agreement. AUTHORITY shall
18 have the right to reproduce any such books, records, and accounts. The above provision with respect to
19 audits shall extend to and/or be included in contracts with PARTICIPATING AGENCIES contractor.
20 ARTICLE 8. INDEMNIFICATION
21 A. To the fullest extent permitted by law, PARTICIPATING AGENCIES shall defend (at
22 PARTICIPATING AGENCIES sole cost and expense with legal counsel reasonably acceptable to
23 AUTHORITY), indemnify, protect,and hold harmless AUTHORITY, its officers, directors,employees, and
24 agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits,
25 claims, demands, losses, costs,judgments, arbitration awards, settlements, damages, demands, orders,
26 penalties, and expenses including legal costs and attorney fees (collectively"Claims"), including but not
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AGREEMENT NO. C-3-3058
1 limited to Claims arising from injuries to or death of persons (PARTICIPATING AGENCIES employees
2 included),for damage to property, including property owned by AUTHORITY, or from any violation of any
3 federal, state, or local law or ordinance, by the negligent acts, omissions or willful misconduct of
4 PARTICIPATING AGENCIES, its officers, directors, employees or agents in connection with or arising
5 out of the performance of this Agreement.
6 B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole cost
7 and expense with legal counsel reasonably acceptable to PARTICIPATING AGENCIES), indemnify,
8 protect, and hold harmless PARTICIPATING AGENCIES, its officers, directors, employees, and agents
9 (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims,
10 demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders,
11 penalties, and expenses including legal costs and attorney fees (collectively"Claims"), including but not
12 limited to Claims arising from injuries to or death of persons (AUTHORITY's employees included), for
13 damage to property, including property owned by PARTICIPATING AGENCIES, or from any violation of
14 any federal, state, or local law or ordinance, by the negligent acts, omissions or willful misconduct of
15 AUTHORITY, its officers, directors, employees or agents in connection with or arising out of the
16 performance of this Agreement.
17 C. The indemnification and defense obligations of this Agreement shall survive its expiration or
18 termination.
19 ARTICLE 9. ADDITIONAL PROVISIONS
20 A. Term of Agreement: This Agreement shall be in full force and effect through
21 December 31, 2024.
22 B. Termination: In the event either Party defaults in the performance of their obligations under
23 this Agreement or breaches any of the provisions of this Agreement, the non-defaulting Party shall have
24 the option to terminate this Agreement upon thirty(30) days' prior written notice to the other Party.
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1 C. Termination for Convenience: Either Party may terminate this Agreement for its convenience
2 by providing thirty (30) days' prior written notice of its intent to terminate for convenience to the other
3 Party.
4 D. AUTHORITY and PARTICIPATING AGENCIES shall comply with all applicable federal, state,
5 and local laws, statutes, ordinances and regulations of any governmental authority having jurisdiction
6 over the PROJECT.
7 E. Legal Authority: AUTHORITY and PARTICIPATING AGENCIES hereto consent that they
8 are authorized to execute this Agreement on behalf of said Parties and that, by so executing this
9 Agreement, the Parties hereto are formally bound to the provisions of this Agreement.
10 F. Severability: If any term, provision, covenant or condition of this Agreement is held to be
11 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the
12 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or
13 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
14 G. Counterparts of Agreement: This Agreement may be executed and delivered in any number
15 of counterparts, each of which, when executed and delivered shall be deemed an original and all of which
16 together shall constitute the same agreement. Electronic signatures will be permitted.
17 H. Amendments: This Agreement may be amended in writing at any time by the mutual consent
18 of all Parties. No amendment shall have any force or effect unless executed in writing by both Parties.
19 I. Force Maleure: Either Party shall be excused from performing its obligations under this
20 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable
21 cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God;
22 commandeering of material, products, plants or facilities by the federal, state or local government; national
23 fuel shortage; or a material act or omission by another Party; when satisfactory evidence of such cause
24 is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond
25 the control and is not due to the fault or negligence of the Party not performing.
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1 J. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or
2 authority hereunder may be assigned in whole or in part by either Party without the prior written consent
3 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed
4 void and of no force and effect. Consent to one assignment shall not be deemed consent to any
5 subsequent assignment, nor the waiver of any right to consent to such subsequent assignment.
6 K. Governing Law: The laws of the State of California and applicable local and federal laws,
7 regulations and guidelines shall govern this Agreement.
8 L. Litigation fees: Should any of the Parties commence an action against any of the other
9 Parties, either legal, administrative or otherwise, to enforce or interpret the provisions of this Agreement,
10 the court shall award costs and expenses, including attorney's fees, to the prevailing party.
11 M. Notices: Any notices, requests, or demands made between the Parties pursuant to this
12 Agreement are to be directed as follows:
13 To HUNTINGTON BEACH: To AUTHORITY:
14 2000 Main Street 550 S. Main Street
15 Huntington Beach, California 92648 P.O. Box 14184
16
Attention: William F. Janusz Orange, California 92863-1584
Principal Civil Engineer Attention: Megan Bornman
17 Tel: (714) 374-1628 Senior Contract Administrator
18 E-mail: wjanusz a(�surfcity-hb.orq Tel: (714) 560-5064
19 E-mail: mbornman(a�octa.net
To LA HABRA: CC: Alicia Yang
20 110 East La Habra Boulevard Project Manager
21 La Habra, California 90631 Tel: (714)560-5362
22 Attention: Michael Plotnik E-mail: ayanq(a�octa.net
Traffic Manager
23 Tel: (562) 383-4162
24 E-mail: mplotnik(c�lahabraca.gov
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AGREEMENT NO. C-3-3058
1 To LAKE FOREST:
2 100 Civic Center Drive
Lake Forest. California 92630
3
Attention: Tran Tran
4 Traffic Engineering Manager— Public Works
5 Tel: (949) 461-3485
6 E-mail: ttran a(�lakeforestca.gov
7 To NEWPORT BEACH:
8 100 Civic Center Drive
Newport Beach, California 92660
9
Attention: Brad Sommers
10 City Traffic Engineer
11 Tel: (949) 644-3326
12 E-mail: bsommers(c�newportbeachca.gov
13 To RANCHO SANTA MARGARITA:
22112 El Paseo
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Rancho Santa Margarita, California 92688
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Attention: Tri Nguyen
16 Acting City Engineer
17 Tel: (949) 635-1813
18 E-mail: tnquyen(cr�cityofrsm.org
19 To SEAL BEACH:
211 8th Street
20
Seal Beach. California 90740
21
Attention: Iris Lee
22 Director of Public Works
23 Tel: (562) 431-2527
24 E-mail: ilee(a�sealbeachca.gov
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AGREEMENT NO. C-3-3058
1 To YORBA LINDA:
4845 Casa Loma Avenue
2
Yorba Linda, California 92886
3
Attention: Tony L. Wang
4 Traffic Engineering Manager
5 Tel: (714)961-7175
6 E-mail:twang ayorbalindaca.gov
7 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be
8 executed as of the date of the last signature below.
9 CITY OF HUNTINGTON BEACH ORANGE COUNTY TRANSPORTATION AUTHORITY
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11 By: By: LT6VZ
Gracey an Der ark Lydia Bilynsky
12 Mayor Department Manager, Capital rojects
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ATTEST: APPROVED AS TO FORM:
1415 7
By: By: lanksDonich ON 29.2023 13122 PST;
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R in Estanislau James M. Donich
17 City Clerk General Counsel
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1g APPROVED AS TO F•"le
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21 Mich• -IE. Gaes
Ci► Attorney
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26 COUNTERPART
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AGREEMENT NO. C-3-3058
1 IN WITNESS WHEREOF. the Parties hereto have caused this Agreement No. C-3-3058 to be
2 executed as of the date of the last signature below.
3 CITY OF LA HABRA
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5 By:Albert Men ;Apr 15,2024 0 4G PDT)
6 Albert Mendoza
Deputy Public Works Director/City Engineer
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ATTEST:
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By: Rhonda Barone ar 26,2024 07 49 PDT)
10 Rhonda J. Barone
11 City Clerk
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AGREEMENT NO. C-3-3058
1 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be
2 executed as of the date of the last signature below.
3 CITY OF LAKE FOREST
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5 B Y: l‘ >44
6 Thomas E. eeler
Director of Public Works
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ATTEST:
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BY: rik.41(--144'Y Jt
10 Lisa Berglund
11 City Clerk
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AGREEMENT NO. C-3-3058
1 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be
2 executed as of the date of the last signature below.
3 CITY OF NEWPORT BEAC
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5 By:
David Web
6 Public Works Director
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ATTEST:
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9 A 14By: ��'Vt
10 Leilani I. Brown
11 City Clerk O� NEWp0
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AGREEMENT NO. C-3-3058
1 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be
2 executed as of the date of the last signature below.
3 CITY OF RANCHO SANTA MARGARITA
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5 By: ,1i1X, l r�i
6 Tri Nguyen
Acting City Engineer
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10 Amy Diaz
11 City Clerk
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AGREEMENT NO.C-3-3058
1 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be
2 executed as of the date of the last signature below.
3 CITY OF SEAL BEACH
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5 By: �VJ' 1)
rri
6 Ji .Ingram
City Manager
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ATTES : t� QQpAAiEO �i
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By: j 2l �Q
10 Gloria Harper \�p OBEA`1��
11 City Clerk C�
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AGREEMENT NO. C-3-3058
1 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be
2 executed as of the date of the last signature below.
3 CITY OF YORBA LINDA
4
Mar,( Puiatce-
5 By: Mark Pulone(Mar 6,2024 14:05 PST)
6 Mark Pulone
City Manager
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By:
10 Marcia Brown
11 City Clerk
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AGREEMENT NO. C-3-3058
ATTACHMENT A
No City North/South East/West
1 Bolsa Chica Street Heil Avenue
2 Del Mar Lane Heil Avenue
3 Graham Street Heil Avenue
4 Huntington Springdale Street Heil Avenue
5 Beach Trudy Lane Heil Avenue
6 Edward Street Heil Avenue
7 Goldenwest Street Heil Avenue
8 Gothard Street Heil Avenue
9 Euclid Street Bridenbecker Avenue
La Habra
10 Euclid Street Lambert Road
11 El Toro Road Pheasant Run
Lake Forest
12 El Toro Road Ridgeline Road
13 Newport Beach Bayside Drive Pedestrian Signal at Promontory
14 Via Arribo Melinda Road
15 Rancho Santa Via Regressos Melinda Road
16 Margarita Rancho Trabuco Melinda Road
17 Altisima Melinda Road
18 Heather Street Lampson Avenue
19 Seal Beach Rose Street Lampson Avenue
20 Tulip Street Lampson Avenue
21 Lakeview Avenue Bastanchury Road
Yorba Linda
22 Lakeview Avenue Lemon Drive
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COOPERATIVE AGREEMENT NO. C-3-3058
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITIES OF HUNTINGTON BEACH, LA HABRA, LAKE FOREST, NEWPORT BEACH,
RANCHO SANTA MARGARITA, SEAL BEACH, AND YORBA LINDA
FOR
ALTERNATIVE SIGNAL COMMUNICATION DEMONSTRATION PROJECT
THIS COOPERATIVE AGREEMENT (Agreement), is effective this day of
, 202 ("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 cities of Huntington Beach, La
Habra, Lake Forest, Newport Beach, Rancho Santa Margarita, Seal Beach, and Yorba Linda (hereinafter
referred to as each a "PARTICIPATING AGENCY', collectively as the 'PARTICIPATING AGENCIES"),
each individually known as "Party" and collectively known as the "Parties".
RECITALS:
WHEREAS, AUTHORITY and PARTICIPATING AGENCIES agree to evaluate, select, and
implement alternative signal communication solutions as a demonstration for the region to evaluate; and
WHEREAS, on June 13, 2022, AUTHORITY entered into an agreement with Iteris, Inc. (Iteris),
for a demonstration of alternative signal communication solutions; and
WHEREAS, PARTICIPATING AGENCIES have indicated their desire to upgrade or install new
communication infrastructure as part of the Alternative Signal Communication Demonstration Project
(hereinafter referred to as "PROJECT'); and
WHEREAS, the PROJECT will include twenty-two (22) traffic signal communication network
infrastructure upgrades, as identified in Attachment A; and
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AGREEMENT NO. C-3-3058
WHEREAS, the PROJECT will include communication network infrastructure upgrades, such as
hardware to support the management of each PARTICIPATING AGENCY'S traffic network; and
WHEREAS, PARTICIPATING AGENCIES will each be responsible for their jurisdictional portion
of the operation and maintenance of PROJECT; and
WHEREAS, AUTHORITY and PARTICIPATING AGENCIES have previously cooperated, and
will continue to cooperate, in carrying out traffic signal synchronization and other Intelligent Transportation
Systems (ITS) improvements; and
WHEREAS, AUTHORITY and PARTICIPATING AGENCIES acknowledge their mutual desire to
enter into this Cooperative Agreement to formalize the terms and conditions and to establish guidelines
and responsibilities between AUTHORITY and PARTICIPATING AGENCIES, for mutually agreed upon
services for the improvement of the PROJECT.
NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and
PARTICIPATING AGENCIES as follows:
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 AUTHORITY and PARTICIPATING AGENCIES and it 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. AUTHORITY& failure to insist on any instance(s) of PARTICIPATING AGENCIES
performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or
relinquishment of AUTHORITY's right to such performance or to future performance of such term(s) or
condition(s), and PARTICIPATING AGENCIES obligation in respect thereto shall continue in full force
and effect. Changes to any portion of this Agreement shall not be binding upon AUTHORITY except
when specifically confirmed in writing by an authorized representative of AUTHORITY by way of a written
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AGREEMENT NO. C-3-3058
amendment to this Agreement and issued in accordance with the provisions of this Agreement.
C. PARTICIPATING AGENCIES failure to insist on any instance(s) of AUTHORITY's
performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or
relinquishment of PARTICIPATING AGENCIES right to such performance or to future performance of
such term(s) or condition(s), and 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 a PARTICIPATING
AGENCY except when specifically confirmed in writing by an authorized representative of that
PARTICIPATING AGENCY by way of a written amendment to this Agreement and issued in accordance
with the provisions of this Agreement.
ARTICLE 2. SCOPE OF AGREEMENT
This Agreement specifies the roles and responsibilities of the Parties as they pertain to the
subjects and projects addressed herein. Both AUTHORITY and PARTICIPATING AGENCIES agree
that each will cooperate and coordinate with the other in all activities covered by this Agreement and any
other supplemental agreements that may be required to facilitate purposes thereof.
ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
AUTHORITY agrees to the following responsibilities for PROJECT:
A. To oversee the procurement, configuration, and installation of ITS devices at
PARTICIPATING AGENCY -specified intersections to enable communication from the traffic controllers
and the PARTICIPATING AGENCIES' Advanced Traffic Management System (ATMS) at no cost to the
PARTICIPATING AGENCIES.
B. To accept responsibility for and to maintain in good condition the AUTHORITY installed ITS
devices for the duration of the PROJECT.
C. To provide instructions, manuals, guidance, and formats to PARTICIPATING AGENCIES to
enable PARTICIPATING AGENCIES to comply with the monitoring and reporting requirements for the
duration of the PROJECT.
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AGREEMENT NO. C-3-3058
D. To remove any AUTHORITY installed ITS devices at the conclusion of the PROJECT upon
request by a PARTICIPATING AGENCY, at no cost to PARTICIPATING AGENCIES.
ARTICLE 4. RESPONSIBILITIES OF PARTICIPATING AGENCIES
PARTICIPATING AGENCIES agree to the following responsibilities for PROJECT:
A. To designate intersections within PARTICIPATING AGENCY's jurisdiction for AUTHORITY
to install ITS devices for the PROJECT.
B. To be solely responsible for maintaining the PARTICIPATING AGENCY's traffic signal
operation utilized for the PROJECT within PARTICIPATING AGENCY's jurisdiction, except for
AUTHORITY installed ITS devices.
C. To inform AUTHORITY of new traffic signal installations and any traffic signal modifications,
to PARTICIPATING AGENCY's overall traffic signal system, which would materially affect performance
of traffic signal communication by AUTHORITY installed ITS devices.
D. To continue to be responsible for and to maintain in good condition appropriate traffic signal
controllers for PARTICIPATING AGENCY's traffic signal operation within such PARTICIPATING
AGENCY's jurisdiction for the duration of the PROJECT...
E. To evaluate and accept all implementation of the PROJECT in PARTICIPATING AGENCY's
jurisdiction in accordance with PARTICIPATING AGENCY's requirements.
F. To be responsible for monitoring the devices and the communication links between the traffic
signal controllers and PARTICIPATING AGENCY's ATMS to ensure they stay operational.
G. To accept responsibility for and to maintain in good condition the AUTHORITY installed ITS
devices within AGENCY's jurisdiction upon completion of PROJECT; or, at a PARTICIPATING
AGENCY's sole discretion, to request that AUTHORITY remove AUTHORITY installed ITS devices at no
cost to PARTICIPATING AGENCIES following completion the PROJECT.
ARTICLE 5. MUTUAL RESPONSIBILITIES OF PARTIES
AUTHORITY and PARTICIPATING AGENCIES agrees to the following responsibilities for
PROJECT:
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A. To work together in good faith, using reasonable efforts to resolve any unforeseen issues and
disputes arising out of the performance of this Agreement.
B. This Agreement shall not be construed as changing the role of a PARTICIPATING AGENCY
in upgrading its existing communication infrastructure, within its jurisdiction.
ARTICLE 6. DELEGATED AUTHORITY
The actions required to be taken by PARTICIPATING AGENCIES in the implementation of this
Agreement are delegated to its City Manager, or City Manager's designee, and the actions required to
be taken by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief
Executive Officer or designee.
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 the AUTHORITY to inspect and audit all work,
materials, payroll, books, accounts, and other data and records of PARTICIPATING AGENCIES for a
period of four (4) 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 PARTICIPATING AGENCIES
payment of AUTHORITY'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
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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, 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,
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 PARTICIPATING AGENCIES, or from any violation of
any federal, state, or local law or ordinance, by the negligent acts, omissions or willful misconduct of
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
I termination.
ARTICLE 9. ADDITIONAL PROVISIONS
A. Term of Agreement: This Agreement shall be in full force and effect through
December 31, 2024.
B. Termination: In the event either Party defaults in the performance of their obligations under
this Agreement or breaches any of the provisions of this Agreement, the non -defaulting Party shall have
the option to terminate this Agreement upon thirty (30) days' prior written notice to the other Party.
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C. Termination for Convenience: Either Party may terminate this Agreement for its convenience
by providing thirty (30) days' prior written notice of its intent to terminate for convenience to the other
Party.
D. AUTHORITY and PARTICIPATING AGENCIES shall comply with all applicable federal, state,
and local laws, statutes, ordinances and regulations of any governmental authority having jurisdiction
over the PROJECT.
E. Legal Authority: AUTHORITY and PARTICIPATING AGENCIES hereto consent that they
are authorized to execute this Agreement on behalf of said Parties and that, by so executing this
Agreement, the Parties hereto are formally bound to the provisions of this Agreement.
F. Severability: If any term, provision, covenant or condition of this Agreement is held to be
invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the
remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or
condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
G. Counterparts of Agreement: This Agreement may be executed and delivered in any number
of counterparts, each of which, when executed and delivered shall be deemed an original and all of which
together shall constitute the same agreement. Electronic signatures will be permitted.
H. Amendments: This Agreement may be amended in writing at any time by the mutual consent
of all Parties. No amendment shall have any force or effect unless executed in writing by both Parties.
I. Force Maieure: Either Party shall be excused from performing its obligations under this
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 of material, products, plants orfacilities by the federal, state or local government; national
fuel shortage; or a material act or omission by another 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 to the fault or negligence of the Party not performing.
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J. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or
authority hereunder may be assigned in whole or in part by either Party without the prior written consent
of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed
void and of no force and effect. Consent to one assignment shall not be deemed consent to any
subsequent assignment, nor the waiver of any right to consent to such subsequent assignment.
K. Governing Law: The laws of the State of California and applicable local and federal laws,
regulations and guidelines shall govern this Agreement.
L. Litigation fees: Should any of the Parties commence an action against any of the other
Parties, either legal, administrative or otherwise, to enforce or interpret the provisions of this Agreement,
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 HUNTINGTON BEACH: I To AUTHORITY:
2000 Main Street
Huntington Beach, California 92648
Attention: William F. Janusz
Principal Civil Engineer
Tel: (714) 374-1628
E-mail: wianusz(cDsurfcity-hb.orq
To LA HABRA:
110 East La Habra Boulevard
La Habra, California 90631
Attention: Michael Plotnik
Traffic Manager
Tel: (562) 383-4162
E-mail: mplotnik(cD-lahabraca.gov
550 S. Main Street
P.O. Box 14184
Orange, California 92863-1584
Attention: Megan Bornman
Senior Contract Administrator
Tel: (714) 560-5064
E-mail: mbornman(cD-octa.net
CC: Alicia Yang
Project Manager
Tel: (714) 560-5362
E-mail: ayang(a-)octa.net
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To LAKE FOREST:
100 Civic Center Drive
Lake Forest, California 92630
Attention: Tran Tran
Traffic Engineering Manager— Public Works
Tel: (949) 461-3485
E-mail: ttran(@..lakeforestca.gov
To NEWPORT BEACH:
100 Civic Center Drive
Newport Beach, California 92660
Attention: Brad Sommers
City Traffic Engineer
Tel: (949) 644-3326
E-mail: bsommersanewportbeachca.gov
To RANCHO SANTA MARGARITA:
22112 EI Paseo
Rancho Santa Margarita, California 92688
Attention: Wilson Leung
Principal Engineer
Tel: (949) 635-1800 ext. 6506
E-mail: wleung(a-)cityofrsm.org
To SEAL BEACH:
211 8th Street
Seal Beach, California 90740
Attention: Iris Lee
Director of Public Works
Tel: (562) 431-2527
E-mail: ilee(a.sealbeachca.gov
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AGREEMENT NO. C-3-3058
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To YORBA LINDA:
4845 Casa Loma Avenue
Yorba Linda, California 92886
Attention: Tony L. Wang
Traffic Engineering Manager
Tel: (714) 961-7175
E-mail: twang@yorbalindaca.gov
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be
executed as of the date of the last signature below.
CITY OF HUNTINGTON BEACH
Bv:
Bob Stachelski
Transportation Manager
ATTEST:
Bv:
Robin Estanislau
City Clerk
ORANGE COUNTY TRANSPORTATION AUTHORITY
By:
Lydia Bilynsky
Department Manager, Capital Projects
APPROVED AS TO FORM:
By: James Doni (Dec 1-K, 2023 09:25 PST)
James M. Donich
General Counsel
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be
executed as of the date of the last signature below.
CITY OF LA HABRA
By:
Albert Mendoza
City Manager
ATTEST:
By:
Laurie Swindell
City Clerk
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be
executed as of the date of the last signature below.
CITY OF LAKE FOREST
By:
Thomas E. Wheeler
Director of Public Works
ATTEST:
By:
Lisa Berglund
City Clerk
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be
executed as of the date of the last signature below.
CITY OF NEWPORT BEACH
Bv:
Tony Brine
City Traffic Engineer
ATTEST:
Bv:
Leilani I. Brown
City Clerk
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be
executed as of the date of the last signature below.
CITY OF RANCHO SANTA MARGARITA
Bv:
Wilson Leung
Principal Engineer
ATTEST:
By:
Amy Diaz
City Clerk
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be
executed as of the date of the last signature below.
CITY OF SEAL BEACH
By:
Ji .Ingram
City Manager
ATTES hl ED
Rv-
City Clerk -C®
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be
executed as of the date of the last signature below.
CITY OF YORBA LINDA
Bv:
Mark Pulone
City Manager
ATTEST:
Bv:
Marcia Brown
City Clerk
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ATTACHMENT A
No
City
North/South East/West
1
Huntington
Beach
Bolsa Chica Street Heil Avenue
2
Del Mar Lane Heil Avenue
3
Graham Street Heil Avenue
4
Springdale Street Heil Avenue
5
Trudy Lane Heil Avenue
6
Edward Street Heil Avenue
7
Golden west Street Heil Avenue
8
Gothard Street Heil Avenue
9
La Habra
Euclid Street Bridenbecker Avenue
10
Euclid Street Lambert Road
11
Lake Forest
EI Toro Road Pheasant Run
12
EI Toro Road Ridgeline Road
13
Newport Beach
Bayside Drive Pedestrian Signal at Promontory
14
Rancho Santa
Margarita
Via Arribo Melinda Road
15
Via Regressos Melinda Road
16
Rancho Trabuco Melinda Road
17
Altisima Melinda Road
18
Seal Beach
Heather Street Lampson Avenue
19
Rose Street Lampson Avenue
20
Tulip Street Lampson Avenue
21
Yorba Linda
Lakeview Avenue Bastanchury Road
22
Lakeview Avenue Lemon Drive
Distributed 6/20/2024
Accounting
CAMM
FPA
PM A Yang,J Trujillo
Vendor✓
CAMM M Bornman
1 COOPERATIVE AGREEMENT NO. C-3-3058
2 BETWEEN
3 ORANGE COUNTY TRANSPORTATION AUTHORITY
4 AND
5 CITIES OF HUNTINGTON BEACH, LA HABRA, LAKE FOREST, NEWPORT BEACH,
6 RANCHO SANTA MARGARITA, SEAL BEACH, AND YORBA LINDA
7 FOR
8 ALTERNATIVE SIGNAL COMMUNICATION DEMONSTRATION PROJECT
9 THIS COOPERATIVE AGREEMENT (Agreement), is effective this 18th day of
10 June 2024 ("Effective Date"), by and between the Orange County Transportation
11 Authority, 550 South Main Street, P.O. Box 14184, Orange California 92863-1584, a public corporation
12 of the State of California (herein referred to as "AUTHORITY") and the cities of Huntington Beach, La
13 Habra, Lake Forest, Newport Beach, Rancho Santa Margarita, Seal Beach, and Yorba Linda(hereinafter
14 referred to as each a "PARTICIPATING AGENCY", collectively as the "PARTICIPATING AGENCIES"),
15 each individually known as"Party" and collectively known as the"Parties".
16 RECITALS:
17 WHEREAS, AUTHORITY and PARTICIPATING AGENCIES agree to evaluate, select, and
18 implement alternative signal communication solutions as a demonstration for the region to evaluate; and
19 WHEREAS, on June 13, 2022, AUTHORITY entered into an agreement with Iteris, Inc. (Iteris),
20 for a demonstration of alternative signal communication solutions; and
21 WHEREAS, PARTICIPATING AGENCIES have indicated their desire to upgrade or install new
22 communication infrastructure as part of the Alternative Signal Communication Demonstration Project
23 (hereinafter referred to as"PROJECT"); and
24 WHEREAS, the PROJECT will include twenty-two (22) traffic signal communication network
25 infrastructure upgrades, as identified in Attachment A; and
26 /
Last Rev:4/25/2022
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1 WHEREAS, the PROJECT will include communication network infrastructure upgrades, such as
2 hardware to support the management of each PARTICIPATING AGENCY's traffic network; and
3 WHEREAS, PARTICIPATING AGENCIES will each be responsible for their jurisdictional portion
4 of the operation and maintenance of PROJECT; and
5 WHEREAS, AUTHORITY and PARTICIPATING AGENCIES have previously cooperated, and
6 will continue to cooperate, in carrying out traffic signal synchronization and other Intelligent Transportation
7 Systems (ITS) improvements; and
8 WHEREAS, AUTHORITY and PARTICIPATING AGENCIES acknowledge their mutual desire to
9 enter into this Cooperative Agreement to formalize the terms and conditions and to establish guidelines
10 and responsibilities between AUTHORITY and PARTICIPATING AGENCIES, for mutually agreed upon
11 services for the improvement of the PROJECT.
12 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and
13 PARTICIPATING AGENCIES as follows:
14 ARTICLE 1. COMPLETE AGREEMENT
15 A. This Agreement, including any attachments incorporated herein and made applicable by
16 reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this
17 Agreement between AUTHORITY and PARTICIPATING AGENCIES and it supersedes all prior
18 representations, understandings, and communications. The invalidity in whole or in part of any term or
19 condition of this Agreement shall not affect the validity of other term(s)or conditions(s)of this Agreement.
20 The above referenced Recitals are true and correct and are incorporated by reference herein.
21 B. AUTHORITYS' failure to insist on any instance(s) of PARTICIPATING AGENCIES
22 performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or
23 relinquishment of AUTHORITY's right to such performance or to future performance of such term(s) or
24 condition(s), and PARTICIPATING AGENCIES obligation in respect thereto shall continue in full force
25 and effect. Changes to any portion of this Agreement shall not be binding upon AUTHORITY except
26 when specifically confirmed in writing by an authorized representative of AUTHORITY by way of a written
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AGREEMENT NO. C-3-3058
1 amendment to this Agreement and issued in accordance with the provisions of this Agreement.
2 C. PARTICIPATING AGENCIES failure to insist on any instance(s) of AUTHORITY's
3 performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or
4 relinquishment of PARTICIPATING AGENCIES right to such performance or to future performance of
5 such term(s) or condition(s), and AUTHORITY's obligation in respect thereto shall continue in full force
6 and effect. Changes to any portion of this Agreement shall not be binding upon a PARTICIPATING
7 AGENCY except when specifically confirmed in writing by an authorized representative of that
8 PARTICIPATING AGENCY by way of a written amendment to this Agreement and issued in accordance
9 with the provisions of this Agreement.
10 ARTICLE 2. SCOPE OF AGREEMENT
11 This Agreement specifies the roles and responsibilities of the Parties as they pertain to the
12 subjects and projects addressed herein. Both AUTHORITY and PARTICIPATING AGENCIES agree
13 that each will cooperate and coordinate with the other in all activities covered by this Agreement and any
14 other supplemental agreements that may be required to facilitate purposes thereof.
15 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
16 AUTHORITY agrees to the following responsibilities for PROJECT:
17 A. To oversee the procurement, configuration, and installation of ITS devices at
18 PARTICIPATING AGENCY-specified intersections to enable communication from the traffic controllers
19 and the PARTICIPATING AGENCIES' Advanced Traffic Management System (ATMS) at no cost to the
20 PARTICIPATING AGENCIES.
21 B. To accept responsibility for and to maintain in good condition the AUTHORITY installed ITS
22 devices for the duration of the PROJECT.
23 C. To provide instructions, manuals, guidance, and formats to PARTICIPATING AGENCIES to
24 enable PARTICIPATING AGENCIES to comply with the monitoring and reporting requirements for the
25 duration of the PROJECT.
26 /
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1 D. To remove any AUTHORITY installed ITS devices at the conclusion of the PROJECT upon
2 request by a PARTICIPATING AGENCY, at no cost to PARTICIPATING AGENCIES.
3 ARTICLE 4. RESPONSIBILITIES OF PARTICIPATING AGENCIES
4 PARTICIPATING AGENCIES agree to the following responsibilities for PROJECT:
5 A. To designate intersections within PARTICIPATING AGENCY's jurisdiction for AUTHORITY
6 to install ITS devices for the PROJECT.
7 B. To be solely responsible for maintaining the PARTICIPATING AGENCY's traffic signal
8 operation utilized for the PROJECT within PARTICIPATING AGENCY's jurisdiction, except for
9 AUTHORITY installed ITS devices.
10 C. To inform AUTHORITY of new traffic signal installations and any traffic signal modifications,
11 to PARTICIPATING AGENCY's overall traffic signal system, which would materially affect performance
12 of traffic signal communication by AUTHORITY installed ITS devices.
13 D. To continue to be responsible for and to maintain in good condition appropriate traffic signal
14 controllers for PARTICIPATING AGENCY's traffic signal operation within such PARTICIPATING
15 AGENCY's jurisdiction for the duration of the PROJECT.
16 E. To evaluate and accept all implementation of the PROJECT in PARTICIPATING AGENCY's
17 jurisdiction in accordance with PARTICIPATING AGENCY's requirements.
18 F. To be responsible for monitoring the devices and the communication links between the traffic
19 signal controllers and PARTICIPATING AGENCY's ATMS to ensure they stay operational.
20 G. To accept responsibility for and to maintain in good condition the AUTHORITY installed ITS
21 devices within AGENCY's jurisdiction upon completion of PROJECT; or, at a PARTICIPATING
22 AGENCY's sole discretion, to request that AUTHORITY remove AUTHORITY installed ITS devices at no
23 cost to PARTICIPATING AGENCIES following completion the PROJECT.
24 ARTICLE 5. MUTUAL RESPONSIBILITIES OF PARTIES
25 AUTHORITY and PARTICIPATING AGENCIES agrees to the following responsibilities for
26 PROJECT:
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1 A. To work together in good faith, using reasonable efforts to resolve any unforeseen issues and
2 disputes arising out of the performance of this Agreement.
3 B. This Agreement shall not be construed as changing the role of a PARTICIPATING AGENCY
4 in upgrading its existing communication infrastructure, within its jurisdiction.
5 ARTICLE 6. DELEGATED AUTHORITY
6 The actions required to be taken by PARTICIPATING AGENCIES in the implementation of this
7 Agreement are delegated to its City Manager, or City Manager's designee, and the actions required to
8 be taken by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief
9 Executive Officer or designee.
10 ARTICLE 7. AUDIT AND INSPECTION
11 AUTHORITY and PARTICIPATING AGENCIES shall maintain a complete set of records in
12 accordance with generally accepted accounting principles. Upon reasonable notice, PARTICIPATING
13 AGENCIES shall permit the authorized representatives of the AUTHORITY to inspect and audit all work,
14 materials, payroll, books, accounts, and other data and records of PARTICIPATING AGENCIES for a
15 period of four (4) years after final payment, or until any on-going audit is completed. For purposes of
16 audit, the date of completion of this Agreement shall be the date of PARTICIPATING AGENCIES
17 payment of AUTHORITY's final billing (so noted on the invoice) under this Agreement. AUTHORITY shall
18 have the right to reproduce any such books, records, and accounts. The above provision with respect to
19 audits shall extend to and/or be included in contracts with PARTICIPATING AGENCIES contractor.
20 ARTICLE 8. INDEMNIFICATION
21 A. To the fullest extent permitted by law, PARTICIPATING AGENCIES shall defend (at
22 PARTICIPATING AGENCIES sole cost and expense with legal counsel reasonably acceptable to
23 AUTHORITY), indemnify, protect, and hold harmless AUTHORITY, its officers, directors, employees, and
24 agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits,
25 claims, demands, losses, costs,judgments, arbitration awards, settlements, damages, demands, orders,
26 penalties, and expenses including legal costs and attorney fees (collectively"Claims"), including but not
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1 limited to Claims arising from injuries to or death of persons (PARTICIPATING AGENCIES employees
2 included), for damage to property, including property owned by AUTHORITY, or from any violation of any
3 federal, state, or local law or ordinance, by the negligent acts, omissions or willful misconduct of
4 PARTICIPATING AGENCIES, its officers, directors, employees or agents in connection with or arising
5 out of the performance of this Agreement.
6 B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole cost
7 and expense with legal counsel reasonably acceptable to PARTICIPATING AGENCIES), indemnify,
8 protect, and hold harmless PARTICIPATING AGENCIES, its officers, directors, employees, and agents
9 (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims,
10 demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders,
11 penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not
12 limited to Claims arising from injuries to or death of persons (AUTHORITY's employees included), for
13 damage to property, including property owned by PARTICIPATING AGENCIES, or from any violation of
14 any federal, state, or local law or ordinance, by the negligent acts, omissions or willful misconduct of
15 AUTHORITY, its officers, directors, employees or agents in connection with or arising out of the
16 performance of this Agreement.
17 C. The indemnification and defense obligations of this Agreement shall survive its expiration or
18 termination.
19 ARTICLE 9. ADDITIONAL PROVISIONS
20 A. Term of Agreement: This Agreement shall be in full force and effect through
21 December 31, 2024.
22 B. Termination: In the event either Party defaults in the performance of their obligations under
23 this Agreement or breaches any of the provisions of this Agreement, the non-defaulting Party shall have
24 the option to terminate this Agreement upon thirty (30) days' prior written notice to the other Party.
25 /
26 /
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1 C. Termination for Convenience: Either Party may terminate this Agreement for its convenience
2 by providing thirty (30) days' prior written notice of its intent to terminate for convenience to the other
3 Party.
4 D. AUTHORITY and PARTICIPATING AGENCIES shall comply with all applicable federal, state,
5 and local laws, statutes, ordinances and regulations of any governmental authority having jurisdiction
6 over the PROJECT.
7 E. Legal Authority: AUTHORITY and PARTICIPATING AGENCIES hereto consent that they
8 are authorized to execute this Agreement on behalf of said Parties and that, by so executing this
9 Agreement, the Parties hereto are formally bound to the provisions of this Agreement.
10 F. Severability: If any term, provision, covenant or condition of this Agreement is held to be
11 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the
12 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or
13 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
14 G. Counterparts of Agreement: This Agreement may be executed and delivered in any number
15 of counterparts, each of which, when executed and delivered shall be deemed an original and all of which
16 together shall constitute the same agreement. Electronic signatures will be permitted.
17 H. Amendments: This Agreement may be amended in writing at any time by the mutual consent
18 of all Parties. No amendment shall have any force or effect unless executed in writing by both Parties.
19 I. Force Maleure: Either Party shall be excused from performing its obligations under this
20 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable
21 cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God;
22 commandeering of material, products, plants or facilities by the federal,state or local government; national
23 fuel shortage; or a material act or omission by another Party; when satisfactory evidence of such cause
24 is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond
25 the control and is not due to the fault or negligence of the Party not performing.
26 /
Page 7 of 16
AGREEMENT NO. C-3-3058
1 J. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or
2 authority hereunder may be assigned in whole or in part by either Party without the prior written consent
3 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed
4 void and of no force and effect. Consent to one assignment shall not be deemed consent to any
5 subsequent assignment, nor the waiver of any right to consent to such subsequent assignment.
6 K. Governing Law: The laws of the State of California and applicable local and federal laws,
7 regulations and guidelines shall govern this Agreement.
8 L. Litigation fees: Should any of the Parties commence an action against any of the other
9 Parties, either legal, administrative or otherwise, to enforce or interpret the provisions of this Agreement,
10 the court shall award costs and expenses, including attorney's fees, to the prevailing party.
11 M. Notices: Any notices, requests, or demands made between the Parties pursuant to this
12 Agreement are to be directed as follows:
13 To HUNTINGTON BEACH: To AUTHORITY:
14 2000 Main Street 550 S. Main Street
15 Huntington Beach, California 92648 P.O. Box 14184
16
Attention: William F. Janusz Orange, California 92863-1584
Principal Civil Engineer Attention: Megan Bornman
17 Tel: (714) 374-1628 Senior Contract Administrator
18 E-mail: wjanusz(a�surfcity-hb.orq Tel: (714) 560-5064
19 E-mail: mbornman(a�octa.net
To LA HABRA: CC: Alicia Yang
20 110 East La Habra Boulevard Project Manager
21 La Habra, California 90631 Tel: (714) 560-5362
22 Attention: Michael Plotnik E-mail: ayang@octa.net
Traffic Manager
23 Tel: (562) 383-4162
24 E-mail: mplotniklahabraca.gov
25 1
26
Page 8 of 16
AGREEMENT NO. C-3-3058
1 To LAKE FOREST:
2 100 Civic Center Drive
Lake Forest, California 92630
3
Attention: Tran Tran
4 Traffic Engineering Manager— Public Works
5 Tel: (949) 461-3485
6 E-mail: ttran(a lakeforestca.gov
7 To NEWPORT BEACH:
100 Civic Center Drive
8
Newport Beach, California 92660
9
Attention: Brad Sommers
10 City Traffic Engineer
11 Tel: (949) 644-3326
12 E-mail: bsommers@newportbeachca.gov
13 To RANCHO SANTA MARGARITA:
14 22112 El Paseo
Rancho Santa Margarita, California 92688
15
Attention: Tri Nguyen
16 Acting City Engineer
17 Tel: (949) 635-1813
18 E-mail: tnquyen a(�cityofrsm.orq
19 To SEAL BEACH:
211 8th Street
20
Seal Beach, California 90740
21
Attention: Iris Lee
22 Director of Public Works
23 Tel: (562) 431-2527
24 E-mail: ilee@sealbeachca.gov
25 /
26 /
Page 9 of 16
AGREEMENT NO. C-3-3058
1 To YORBA LINDA:
4845 Casa Lorna Avenue
2
Yorba Linda, California 92886
3
Attention: Tony L. Wang
4 Traffic Engineering Manager
5 Tel: (714)961-7175
6 E-mail: twanq(la,yorbalindaca.d_ov
7 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be
8 executed as of the date of the last signature below.
9 CITY OF HUNTINGTON BEACH ORANGE COUNTY TRANSPORTATION AUTHORITY
10
Z
11 By; By:
Gracey an Der ark Lydia Bilynsky
12 Mayor Department Manager, Capital rojects
13
ATTEST: APPROVED AS TO FORM:
1415
7
�• By: i-nsDonich iCci 29.2021 13.22 PST)
16 BY
R in Estanislau James M. Donich
17
City Clerk General Counsel
18
19 APPROVED AS TO F
20
By: CC 11
21 Mich I E. Ga es
Ci Attorney
22
23 r
24
25
26 COUNTERPART
Page 10 of 16
AGREEMENT NO. C-3-3058
1 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be
2 executed as of the date of the last signature below.
3 CITY OF LA HABRA
4
5 By: Albert Mendoza;Apr 15,2C24 U'i
6 Albert Mendoza
Deputy Public Works Director/City Engineer
7
ATTEST:
8
9 ,iteoe% 8'0z
By: Rhonda J BaroneAyi J 4'1 PfT,
10 Rhonda J. Barone
11 City Clerk
12
13
14
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Page 11 of 16
AGREEMENT NO. C-3-3058
1 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be
2 executed as of the date of the last signature below.
3 CITY OF LAKE FOREST
4
5 BY: �/f
6 T omas E. W eeler
Director of Public Works
7
ATTEST:
8
9
BY: V 1 '}/L-Y X'Y ,t
10 Lisa Berglund
11 City Clerk
12
13
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Page 12 of 16
AGREEMENT NO. C-3-3058
1 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be
2 executed as of the date of the last signature below.
3 CITY OF NEWPORT BEACH,
4
5 By: / rAe_ / /
David Web
6 Public Works Director
7
ATTEST:
8
9 14 17),;(*...._
By: GEC v"1fAivt
10
Leilani I. Brown
11 City Clerk $
1 WPO
'Q• Q��
12 ,\` 0
13 U D
-
do-,= "
14 .-vi `
15
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17
18
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21
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Page 13 of 16
AGREEMENT NO. C-3-3058
1 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be
2 executed as of the date of the last signature below.
3 CITY OF RANCHO SANTA MARGARITA
4
5 By: /hL 44 it;
6 Tri Nguyen U
Acting City Engineer
7
ATTEST:
8
9 ) •
By:
10 Amy Diaz
11 City Clerk
12
13
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15
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17
18
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Page 14 of 16
AGREEMENT NO.C-3-3058
1 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be
2 executed as of the date of the last signature below.
3 CITY OF SEAL BEACH
4 . �
5 By:
.?il
6 jag'
i .Ingram
CitY Manager
7
ATTES �� QpR\MED "''..��
8
�41 " !By:. /ha.�; ;,71 BEA
10 Gloria Harper \ �.Q ���
11 City Clerk �.. _
12
13
14
15
16
17
18
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Page 15 of 16
AGREEMENT NO. C-3-3058
1 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be
2 executed as of the date of the last signature below.
3 CITY OF YORBA LINDA
4
mark Pu/ane-
5 By: Mark Pulone(Mdr 6,2024 14 05 PST)
6 Mark Pulone
City Manager
7
ATTEST:
8
9
By. -1) I a -tit u "12 CI c
10 Marcia Brown
11 City Clerk
12
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Page 16 of 16
AGREEMENT NO. C-3-3058
ATTACHMENT A
No City North/South East/West
1 Boise Chica Street _ Heil Avenue
2 Del Mar Lane Heil Avenue
3 Graham Street Heil Avenue
4 Huntington Springdale Street Heil Avenue
5 Beach Trudy Lane Heil Avenue
6 Edward Street Heil Avenue
7 Goldenwest Street Heil Avenue
8 Gothard Street Heil Avenue
9 La Habra Euclid Street Bridenbecker Avenue
10 Euclid Street Lambert Road
11 El Toro Road Pheasant Run
12 Lake Forest El Toro Road Ridgeline Road
13 Newport Beach Bayside Drive Pedestrian Signal at Promontory
14 Via Arribo Melinda Road
15 Rancho Santa Via Regressos Melinda Road
16 Margarita Rancho Trabuco Melinda Road
17 Altisima Melinda Road
18 Heather Street Lampson Avenue
19 Seal Beach Rose Street Lampson Avenue
20 Tulip Street Lampson Avenue
21 Lakeview Avenue Bastanchury Road
Yorba Linda
22 Lakeview Avenue Lemon Drive