SLAUSON AVENUE COMPLETE STREET STUDY
IMPLEMENTATION AGREEMENT
BY AND BETWEEN
GATEWAY CITIES COUNCIL OF GOVERNMENTS
AND
CITY OF COMMERCE
THIS SLAUSON AVENUE COMPLETE STREET STUDY IMPLEMENTATION AGREEMENT (“Agreement”) is made and entered as of the 14th day of May 2024, by and between the Gateway Cities Council of Governments, a California joint powers authority (“GCCOG”) and the City of Commerce, a California municipal corporation (“City”), individually a “Party” and collectively, the “Parties”.
In consideration of the mutual covenants and conditions set forth herein, the parties hereto agree as follows:
Section 1. Findings. This Agreement is made and entered into with respect to the following facts:
(a) Slauson Avenue is a major east/west arterial corridor through the Gateway Cities subregion from Santa Fe Springs Road in the Cities of Santa Fe Springs and Whittier west to Wilmington Avenue in the City of Huntington Park for a total of 12.34 miles.
(b) Slauson Avenue carries a significant amount of traffic, particularly in relieving heavy traffic volumes along the I-710, I-605, and I-5 freeways, which it crosses at varying points.
(c) The City, along with other agencies through which the Slauson Avenue Corridor (“Corridor”) runs, is desirous of establishing a “Complete Streets” study for a subregional arterial corridor plan for this major Corridor to relieve traffic congestion and to enhance active transportation opportunities in the neighboring communities, and for GCCOG to coordinate and implement such a study (“Slauson Avenue Complete Street Study” or the “Study”). (d) The development of the Study would position the participating agencies to apply for, and receive, federal, state, and regional funding for improvement of the Corridor.
(e) Section 21 of Joint Exercise of Powers Agreement of the Gateway Cities Council of Governments, to which the City is a signatory, provides that when authorized by the Board of Directors, affected Members may execute an implementation agreement for the purpose of authorizing GCCOG to implement, manage and administer area-wide and regional programs in the interest of the local public welfare, and that the costs incurred by such program, including indirect costs, shall be assessed only to those members who are parties to an implementation agreement.
Section 2. Implementation of Slauson Avenue Complete Street Study. To the fullest extent of its authority, the City authorizes GCCOG to implement and initiate the Slauson Avenue Complete Street Study, including any initial feasibility studies required to coordinate with other transportation studies. Further, the City authorizes GCCOG to request funding from and to partner with other public agencies for the Slauson Avenue Complete Street Study (including, but not limited to, Caltrans, SCAG, and Metro).
Section 3. Scope of Work. The Scope of Work to be performed for the Study under this Agreement is described in Attachment A attached hereto and incorporated by this reference.
Section 4. Assessment for Proportional Costs of Study. The City agrees to pay to GCCOG upon execution of this Agreement an assessment in the amount set forth in Attachment A for City’s proportional share of the projected costs of the Study.
Section 5. Committees.
(a) Slauson Avenue Complete Street Study Committee. There is hereby established a committee to be known as the Slauson Avenue Complete Street Study Committee. The Slauson Avenue Complete Street Study Committee shall consist of an elected member of the legislative body of each agency that has entered into a Slauson Avenue Complete Street Study Implementation Agreement with GCCOG, designated by the respective legislative bodies. The Slauson Avenue Complete Street Study Committee will work in coordination with the Slauson Avenue Complete Street Study Technical Advisory Committee to provide policy assistance, guidance, and direction to GCCOG regarding the Study. All members of the Slauson Avenue Complete Street Study Committee shall receive a stipend of one hundred dollars ($100) for attendance at each meeting.
(b) Slauson Avenue Complete Street Study Technical Advisory Committee.
There is hereby established a committee to be known as the Slauson Avenue Complete Street Study Technical Advisory Committee. The Slauson Avenue Complete Street Study Technical Advisory Committee shall consist of a staff representative of each agency that has entered into an Slauson Avenue Complete Street Study Implementation Agreement with GCCOG, designated by the City Manager or, for the County of Los Angeles, the appropriate designating authority. Such designated representative shall be the Public Works Director or other employee or consultant with relevant technical knowledge. The Slauson Avenue Complete Street Study Technical Advisory Committee shall report to and receive direction from the Slauson Avenue Complete Street Study Committee.
Section 6. Meetings. All regular, adjourned, and special meetings of the committees established by this Agreement shall be called and conducted in accordance with the Ralph M. Brown Act, Government Code Section 54950 et seq., as amended from time to time.
Section 7. Defense and Indemnification.
(a) To the fullest extent permitted by law, each Party (“Indemnifying Party”) mutually agrees to defend, indemnify, and save and hold harmless the other Party, its officials, officers, agents, employees, and volunteers (“Indemnified Party”) from and against any claim, loss, liability, damage, lawsuit, cost, or expense (“Claim”) that arises out of, or is any way related to, the performance of this Agreement and attributable to the acts or omissions of the Indemnifying Party. This obligation extends, without limitation, to any injury, death, loss, or damage which occurs in the performance of the Agreement. Each Party certifies that it has adequate self-insured retention of funds to meet any obligation arising from this Agreement, and it shall continue to maintain such funds throughout the term of this Agreement. Notwithstanding the foregoing, nothing herein shall be construed to require any Party to defend and indemnify the other Party from any Claim arising from the sole negligence or willful misconduct of the other Party. Nothing in this section shall be construed as authorizing an award of attorney fees in any action on or to enforce the terms of this Agreement. This obligation shall apply to all Claims and liability regardless of whether any insurance policies are applicable. Any policy limits shall not act as a limitation upon the amount of defense or indemnification to be provided. (b) At its sole discretion, the Indemnified Party may participate at its own expense in the defense of any claim, action or proceeding, but such participation shall not relieve the Indemnifying Party of any obligation imposed by this Agreement. The Parties shall notify each other promptly of any claim, action or proceeding and cooperate fully in the defense. The Parties agree to defend themselves from any claim, action or proceeding arising out of the concurrent acts or omissions of each Party. In such cases, the Parties agree to retain their own legal counsel, bear their own defense costs, and waive their right to seek reimbursement of such costs. Where a trial verdict or arbitration award allocates or determines the comparative fault of the Parties, the Parties may seek reimbursement and/or reallocation of defense costs, settlement payments, judgments and awards, consistent with such comparative fault.
Section 8. Notices. Any notice required to be given or delivered by any provision of this Agreement shall be deposited in any United States Post Office, registered or certified, postage prepaid, addressed as set forth below, and shall be deemed to have been received by the Party to whom the same is addressed at the expiration of seventytwo (72) hours thereafter. Written notice shall be directed as follows unless a Party provides written notice of change of address for notices:
To GCCOG: Gateway Cities Council of Governments
16401 Paramount Boulevard
Paramount, CA 90723
Attention: Executive Director
To City: City of Commerce
2535 Commerce Way
Commerce, CA 90040
Attention: Hugo A. Argumedo, Mayor
Section 9. Waiver. Waiver by a party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision, or a waiver of any subsequent breach or violation of any provision of this Agreement.
Section 10. Law to Govern; Venue. This Agreement shall be interpreted, construed, and governed according to the laws of the State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Los Angeles.
Section 11. Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
Section 12. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, whether written or oral, with respect thereto. This Agreement may be amended as agreed upon by the Parties in writing.
Section 13. Severability. If any term, provision, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).
Section 14. Attorneys’ Fees. In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to an award of reasonable fees, costs and expenses, in addition to any other relief to which it may be entitled.
Section 15. Successors. This Agreement shall be binding upon and inure to the benefit of any successor of a Party.
Section 16. Assignment and Delegation. Neither Party shall assign any rights nor delegate any duties under this Agreement without the written consent of the other Party.
Section 17. Counterparts. This Agreement may be executed in one or more counterparts, all of which together shall constitute a single agreement, and each of which shall be an original for all purposes.
Section 18. Execution. The persons executing this Agreement on behalf of the Parties warrant and represent that they have the authority to execute this Agreement on behalf of the Parties and have the authority to bind the Parties to the provisions of this Agreement.
Section 19. Electronic Signatures. The Parties acknowledge and agree that execution of this Agreement by electronic signatures or electronic transmittal of signatures are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed as of the day and year first written above.
CITY OF COMMERCE
By:
ATTEST:
City Clerk
By:
APPROVED AS TO FORM:
_____________________________
City Attorney
GATEWAY CITIES COUNCIL OF
GOVERNMENTS
________________________________
Ariel Pe, President
ATTEST:
_________________________________
Hector De La Torre, Secretary
APPROVED AS TO FORM
_________________________________
Ivy M. Tsai, General Counsel
Attachment A
Slauson Avenue Complete Street Study
Scope of Work and Budget
Attachment A
Gateway Cities Council of Governments
SCOPE OF WORK
Project Funding:
PROJECT ITEM
Grant funds
(LACMTA )
LOCAL
AGENC
Y
TOTAL
Planning, Design,
Engineering $135,000 $50,100 $185,100
TOTAL BUDGET COST $135,000 $50,100 $185,100
Project Cost, including Overall Funding, by Jurisdiction:
The following tables includes the linear distance of the Corridor by jurisdiction, and a funding cost summary. Based on past Complete Streets efforts, and overall cost was developed for the project. The GCCOG coordinated with Metro to provide a grant in the total amount of $135,000 for the Slauson Avenue. To fully fund the project, this Implementation Agreement includes a 27% match, which is defined in the table below under the “Portion Paid by City” column, to fully fund the overall project scope of work totaling $185,100.
Schedule:
The Gateway Cities Council of Governments (GCCOG) proposes to complete the Alondra Boulevard Complete Street Evaluation and Master Plan over the period of approximately 1 year, with an anticipated kick off on July 1, 2024.
Project Map: