Cooperative Agreement for Project No. 74‐46021
RESTATED AND AMENDED 1
COOPERATIVE AGREEMENT 2
FOR PROJECT No. 74-46021 3
BY AND BETWEEN 4
THE CITY OF FULLERTON 5
AND 6
THE CITIES OF BUENA PARK AND PLACENTIA 7
FOR THE 8
MALVERN AVENUE/CHAPMAN AVENUE CORRIDOR PROJECT 9
REGIONAL TRAFFIC SIGNAL SYNCHRONIZATION PROGRAM 10
11 THIS RESTATED AND AMENDED COOPERATIVE AGREEMENT, hereinafter referred to 12 as “AGREEMENT”, is effective this __________ day of _______________, 2022, by and between the City 13 of Fullerton, hereinafter referred to as “FULLERTON”, the City of Buena Park and the City of Placentia, 14 hereinafter jointly referred to as “AGENCIES” or severally as “ AGENCY”. Collectively, FULLERTON 15 and AGENCIES may be referred to as the “PARTIES” or individually as a “PARTY”. 16 RECITALS 17
WHEREAS, the Measure M2 Regional Traffi c Signal Synchronization Program (RTSSP) targets 18 over 2,000 signalized intersections across Orange County to maintain traffic signal synchronization, improve 19 traffic flow, and reduce congestion across jurisdictions; and 20 WHEREAS, the Orange County Transportation Authority, hereinafter referr ed to as “OCTA” 21 approved funding for the Malvern Avenue/Chapman Avenue Corridor Project, a multi-jurisdictional traffic 22 signal synchronization project hereinafter referred to as “PROJECT”; and 23 WHEREAS, on March 21, 2017, FULLERTON and AGENCIES entered into that ce rtain original 24 Cooperative Agreement for the PROJECT (“ORIGINAL AGREEMENT”); and 25 WHEREAS, the ORIGINAL AGREEMENT expired on December 31, 2021, however, the 26 PROJECT is not completed and will require additional time; and 27 Cooperative Agreement for Project No. 74‐46021
WHEREAS, FULLERTON and the AGENCIES, agree to enter into this new AGREEM ENT with 1 the original terms and conditions of the ORIGINAL AGREEMENT, wi th the term of this AGREEMENT 2 expiring on December 31, 2024; and 3
WHEREAS, FULLERTON and the AGENCIES will continue to provide matching funds as required 4 by the OCTA Comprehensive Transportation Funding Programs, hereinafter referred to as “CTFP”; and 5 WHEREAS, FULLERTON will act as the lead agency for design, construction and management of 6 PROJECT; and 7
WHEREAS, the PROJECT includes approximately forty (40) traffic signals along Malvern 8 Avenue/Chapman Avenue, between Alondra Boulevard and Orangethorpe Avenue, and located in the Cities 9 of Fullerton, Buena Park and Placentia; and 10
WHEREAS, the PROJECT Scope of Work inclu des the procurement, construction and installation 11 of, traffic signal controller and cabinet upgrades at selected locations, new traffic surveillance cameras, signal 12 system detection and communication upgrades, speed detection un its and central system upgrades at the 13 respective Traffic Management Centers; and 14
WHEREAS, the PROJECT Scope of Work also includes development, implementation and fine-15 tuning of coordination signal timing plans for various peak per iods, and the ongoing monitoring and 16 maintenance of the coordinated signal system’s operation, inclu ding signal timing coordination and system 17 communication/detection upkeep, for two years; and 18
WHEREAS, FULLERTON agrees to work with AGE NCIES to coordinate the inclus ion of other 19 traffic control elements requested by AGENCIES that must be installed at the same time as the construction 20 of the PROJECT that are NOT a part of the PROJECT Scope of Work and that will be the responsibility of 21 AGENCIES and any of those traffic control elements during the course of the PROJECT; and 22 WHEREAS, FULLERTON and AGENCIES acknowledge that other RTSSP corridor p rojects are 23 currently underway or completed w hich intersect the Malvern Ave nue/Chapman Avenue Corridor Project, 24 and that these other RTSSP corridor timing operations must be incorporated into the design and completion 25 of this PROJECT; and 26
WHEREAS, this AGREEMENT defines the roles, specific terms, conditions an d responsibilities 27 Cooperative Agreement for Project No. 74‐46021
between FULLERTON and AGENCIES. 1
AGREEMENT 2
NOW THEREFORE, it is mutually understood and agreed by FULLERTON and AGENCIES as 3 follows: 4
ARTICLE 1. COMPLETE AGREEMENT 5
This AGREEMENT constitutes the complete and exclusive statemen t of the terms and conditions of 6 the agreement between FULLERTON and AGENCIES concerning the PRO JECT and supersedes all prior 7 representations, understandings and communications between the parties. The above-referenced Recitals are 8 true and correct and are incorporated by reference herein. 9 ARTICLE 2. RESPONSIBILITIES OF FULLERTON 10
FULLERTON agrees to the fo llowing responsibilities: 11
1. FULLERTON shall serve as lead agency for design, construction a nd construction management 12 of PROJECT and shall provide oversight by establishing PROJECT milestones and overseeing the PROJECT 13 development to ensure that all standards and requirements set forth by the AGREEMENT are adhered to. 14
2. AGENCIES shall be provided a copy of all design documents for A GENCIES’ approval of work 15 to be performed in AGENCIES’ jurisdictions prior to FULLERTON advertising for bids. 16
3. FULLERTON shall be responsible for completing the PROJECT in ac cordance with the funding 17 guidelines and any and all other applicable federal, state, and OCTA statutes, laws and regulations. 18
4. FULLERTON shall provide staff, consultants, and contractors deemed necessary and appropriate 19 to manage, administer, coordina te, and oversee engineering desi gn and construction management of the 20 PROJECT. FULLERTON shall requi re all such consultants and cont ractors to obtain and maintain 21 comprehensive general liability, automobile liability, workers’ compensation and employers’ liability, and 22 professional liability insurance policies meeting the applicable requirements of the Consultant Contract and 23 Bidders Specifications for the PROJECT and to indemnify, defend and hold each of the AGENCIES and 24 their respective elected officials, officers, employees, agents and volunteers (“Indemnitees”) free and 25 harmless, including payment of attorneys’ and experts’ fees, with respect to any and all claims and liabilities 26 of any kind arising out of each such contractor’s acts or omiss ions in the performance of work on the 27 Cooperative Agreement for Project No. 74‐46021
PROJECT, to the maximum extent permitted by law. FULLERTON shal l require all such consultants and 1 contractors to name the Indemnitees as additional insureds on all commercial general and automobile liability 2 policies required by FULLERTON for the PROJECT. 3
5. The budget for the PROJECT is Two Million, Seven Hundred Fifty-Two Thousand, Eight Hundred 4 and Eighty Dollars ($ 2,752,880). A total of Two Million, Two Hundred Two Thousand, Three Hundred and 5 Four Dollars ($ 2,202,304) is funded by the OCTA Project P/Regi onal Traffic Signal Synchronization 6 Program. Minimum project matchin g funds of 20 percent amount to Five Hundred Fifty Thousand, Five 7 Hundred Seventy-Six Dollars ($ 550,576). FULLERTON’S share of m atch amounts to Three Hundred 8 Seventy Thousand, Two Hundred and Fifty-One Dollars ($ 370,251) , including up to $ 19,000 of in-kind 9 services. Documentation of FULLERTON’S in-kind services, such a s for construction inspection services, 10 shall meet OCTA CTFP Guidelines. 11
6. FULLERTON at all times shall maintain coordination with AGENCIES for the PROJECT. 12
7. FULLERTON specifically shall coordinate construction activity within AGENCIES and provide 13 schedule of construction activity within AGENCIES for approval by AGENCIES. In the event of planned 14 street closures, FULLERTON shall provide prior notice to, and r eceive approval from, the responsible 15 AGENCY, prior to the execution of the street closure. 16
8. FULLERTON shall collect all data necessary for the analysis and optimization of traffic signal 17 timing along the PROJECT corridor. 18
9. FULLERTON shall develop new timing plans optimized for traffic signal synchronization, which 19 plans shall be subject to AGENCIES’ review and approval before implementation within AGENCIES. 20
10. FULLERTON shall provide on-site support to implement the timing plans as necessary. Timing 21 plans are subject to AGENCIES’ review and approval. 22
11. FULLERTON shall provide the new timing plans developed for the PROJECT and all relevant 23 data required for the signal timing analysis to AGENCIES upon request. 24
12. FULLERTON shall require AGENCIES and its officers and employees t o b e n a m e d a s 25 additional insureds on the construction contractor’s liability insurance policies. 26 ARTICLE 3. RESPONSIBILITIES OF AGENCIES 27
Cooperative Agreement for Project No. 74‐46021
AGENCIES agree to the following responsibilities: 1
1. AGENCIES shall remit to FULLERTON within thirty (30) calendar days of receipt of an 2 acceptable invoice the matching funds as required by OCTA CTFP. AGENCIES’ combined minimum 20 3 percent project match amounts to One Hundred Eighty Thousand, Three Hundred and Twenty-Five Dollars 4 ($ 180,325). Details of AGENCIES’ minimum match breakdown, base d approximately on the number of 5 project traffic signals and construction activity per grant application, is as follows: 6 City of Buena Park – Ninety-Eigh t Thousand, Five Hundred Sixty- Nine Dollars ($ 98,569), 7 including up to $ 5,000 of in-kind services; 8
City of Placentia – Eighty-One Thousand, Seven Hundred Fifty-Six Dollars ($ 81,756), including 9 up to $ 9,000 of in-kind services; 10
Documentation of AGENCIES’ in-kind services, such as for construction inspection services, shall 11 meet OCTA CTFP Guidelines. 12
2. At no cost to FULLERTON, AGENCIES shall provide FULLERTON with current intersection, 13 local field master and/or central system timing plans and relat ed data no later than thirty (30) calendar days 14 subsequent to the execution of this AGREEMENT, and updates as they occur within seven (7) business days 15 of the event. 16
3. At no cost to FULLERTON, AGENCIE S shall provide to FULLERTON ap propriate documents 17 to utilize in the design and construction of infrastructure required to implement the desired coordinated and 18 synchronized system and operations no later than thirty (30) ca lendar days subsequent to the execution of 19 this AGREEMENT, and updates as they occur within seven (7) business days of the event. 20
4. AGENCIES shall waive all costs and fees related to any and all AGENCIES’ required 21 encroachment and inspection permits for the construction phase of the PROJECT. 22
5. At no cost to FULLERTON, AGENCIES’ Construction Inspectors shall oversee all construction 23 work done in their jurisdiction. 24
6. At no cost to FULLERTON, each of the AGENCIES shall accept the PROJECT upon completion 25 and maintain all components of the PROJECT from and after that time, including during the two-year 26 maintenance period. 27
Cooperative Agreement for Project No. 74‐46021
7. At no cost to FULLERTON, AGENCIES shall be responsible for coo rdinating the construction 1 and/or installation of traffic co ntrol elements and other items within AGENCIES’ jurisdiction that are 2 requested by AGENCIES and are NOT a part of the PROJECT Scope o f Work but, by necessity, must be 3 built concurrent with the PROJECT. 4
8. In the event of an unanticipated cost overrun, FULLERTON shall meet with all AGENCIES to 5 resolve the cost overrun. Should the PARTIES be unable to come to a resolution of the cost overrun, the 6 AGREEMENT will terminate. 7
ARTICLE 4. MUTUAL RESPONSIBILITIES OF THE PARTIES 8
The PARTIES agree to the follo wing mutual responsibilities: 9
1. The PARTIES shall cooperate and coordinate their staff, contractors and consultants, in providing 10 the services and responsibilities required under this AGREEMENT to the extent practicable with respect to 11 the performance of the PROJECT. 12
2. The PARTIES agree to work together in good faith, using reason able efforts to resolve any 13 unforeseen issues and disputes arising out of the performance of this AGREEMENT. 14
3. This AGREEMENT may only be modified or amended upon written mu tual consent of all 15 PARTIES. All modifications, amendments, changes and revisions of this AGREEMENT in whole or in part, 16 and from time to time, shall be binding upon the PARTIES, so lo ng as the same shall be in writing and 17 executed by the PARTIES. No waiver of any term or condition of this Agreement shall be a continuing 18 waiver thereof. 19
4. Applicable Laws and Regulations: This AGREEMENT shall be governed by all applicable federal, 20 state and local laws and regulations. The PARTIES warrant that in the performance of this AGREEMENT, 21 each shall comply with all applicable federal, state and local laws, statutes and ordinances and all lawful 22 orders, rules and regulations promulgated there under. 23
5. Indemnification: Each PARTY agrees to defend, indemnify and hold harmless the other PARTY, 24 their officers, agents, elected officials and employees from all liability, claims, losses and demands, including 25 defense costs and reasonable attorneys’ fees, whether resulting from court action or otherwise, arising out of 26 the negligent acts or omissions of the defending PARTY, its off icers, agents, or employees, in the 27 Cooperative Agreement for Project No. 74‐46021
performance of this AGREEMENT. When negligent acts or omissions of one PARTY are directed by another 1 PARTY, the PARTY directing the negligent acts or omissions shal l owe this defense and indemnity 2 obligation to the PARTY following the directions. The provision s of this paragraph shall survive the 3 termination of this AGREEMENT. N otwithstanding, this Agreement shall not be interpreted to create any 4 joint and several liability or any joint powers agreement or joint venture between the PARTIES. 5
6. Force Majeure: Each PARTY shall be excused from performing its obligations under this 6 AGREEMENT during the time and to the extent that it is prevented from performing by an unforeseeable 7 cause beyond its control, including but not limited to: any inc idence of fire; flood; acts of God; 8 commandeering of material, products, plants or facilities by federal, state or local government; national fuel 9 shortage; or a material act of omission by any PARTY; when satisfactory evidence of such cause is presented 10 to the other PARTY, and provided further such nonperformance is unforeseeable, beyond the control and is 11 not due to the fault or negligence of the PARTY not performing. 12
7. Any notice sent by first class mail, postage paid, to the address and addressee, shall be deemed to 13 have been received three (3) business days after deposit in the U.S. Mail. The representatives of the PARTIES 14 who are primarily responsible for the administration of this AGREEMENT, and to whom notices, demands 15 and communications shall be given are as follows: 16
City of Fullerton – LEAD AGENCY City of Buena Park City of Plac entia 17 303 W. Commonwealth Avenue 6650 B each Boulevard 401 E. Chapman Avenue 18 Fullerton, CA 92832 Buena Park, CA 90622 Placentia, CA 92870 19 Attn: Jeffrey Chinchilla Attn: Deepthi Arabolu Attn: Kyra Tao 20 Associate Engineer Principal Engineer Transportation Manager 21 (714) 738-6899 (714) 562-3696 (714) 993-8121 22
[email protected] [email protected] [email protected] 23
8. This writing constitutes the entire agreement between the Parties with respect to the subject matter 24 hereof, and supersedes all oral or written representations or w ritten agreements that may have been entered 25 into between the parties. No modification or revision shall be of any force or effect, unless the same is in 26 writing and executed by the parties hereto. 27
Cooperative Agreement for Project No. 74‐46021
9. The PARTIES may not assign or transfer its rights or obligation s under this Agreement, or any 1 part thereof, without the written consent of each other PARTY. 2
10. This Agreement shall be governed by the laws of the State of Ca lifornia and venue for any legal 3 proceeding shall be the Superior Court of the County of Orange. Furthermore, if any portion of this 4 Agreement is held invalid under any applicable statute or rule of law, then only such portion shall be deemed 5 invalid and the remaining provisions of this Agreement shall remain in full force and effect. 6
11. No waiver or failure to exercise any right, option or privilege under the terms of this Agreement 7 on any occasion shall be construed to be a waiver of any other right, option or privilege on any other occasion. 8
12. The PARTIES do not intend to create rights in, or to grant reme dies to, any third party as a 9 beneficiary of this Agreement or of any duty, covenant, obligation or undertaking established herein. 10
13. This AGREEMENT shall continue in full force and effect through December 31, 2024, unless 11 terminated earlier by FULLERTON and upon mutual written agreement by AGENCIES. This 12 AGREEMENT may be terminated by any AGENCY providing the PARTIES with not less than thirty (30) 13 days prior written notice. The terminating AGENCY is fully responsible to pay its pro rata share of all costs 14 and expenses incurred prior to delivery of its notice of termin ation and all costs and damages relating to its 15 termination. 16
14. The term of this AGREEMENT may only be extended upon mutual wri tten agreement by all 17 PARTIES. 18
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Cooperative Agreement for Project No. 74‐46021
IN WITNESS WHEREOF, the PARTIES hereto have caused this AGREEMENT for Project No. 74-46021 1 to be executed on the date first above written. 2
3 CITY OF FULLERTON 4
5 By: 6
Fred Jung 7
Mayor 8
9 10
ATTEST: 11
12 By: 13
Lucinda Williams 14
City Clerk 15
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APPROVED AS TO FORM: 18
19 By: 20
Richard D. Jones 21
City Attorney 22
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Cooperative Agreement for Project No. 74‐46021
IN WITNESS WHEREOF, the PARTIES hereto have caused this AGREEMENT for Project No. 74-46021 1 to be executed on the date first above written. 2
3 CITY OF BUENA PARK 4
5 By: 6
Sunny Park 7
Mayor 8
9 10
ATTEST: 11
12 By: 13
Adria M. Jimenez, MMC 14
City Clerk 15
16 17
APPROVED AS TO FORM: 18
19 By: 20
Christopher G. Cardinale 21
City Attorney 22
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DocuSign Envelope ID: 02960600-2B48-4C3B-8239-059B3C8F2542
Cooperative Agreement for Project No. 74‐46021
IN WITNESS WHEREOF, the PARTIES hereto have caused this AGREEMENT for Project No. 74-46021 1 to be executed on the date first above written. 2
3 CITY OF PLACENTIA 4
5 By: 6
Damien R. Arrula 7
City Administrator 8
9 10
ATTEST: 11
12 By: 13
Robert S. McKinnell 14
City Clerk 15
16 17
APPROVED AS TO FORM: 18
19 By: 20
Christian L. Bettenhausen 21
City Attorney 22
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