Cooperative Agreement for Project No. 74-46029
COOPERATIVE AGREEMENT 1
FOR PROJECT No. 74-46029 2
BY AND BETWEEN 3
THE CITY OF FULLERTON 4
AND 5
THE CITY OF LA HABRA 6
FOR THE 7
HARBOR BOULEVARD CORRIDOR PROJECT 8
REGIONAL TRAFFIC SIGNAL SYNCHRONIZATION PROGRAM 9
10 THIS COOPERATIVE AGREEMENT , hereinafter referred to as “AGREEMENT” , is effective 11 the ___________ day of ___________________________, 2022, by and between the City of Fullerton, 12 hereinafter referred to as “FULLERTON” and the City of La Habra, hereinafter referred to as “ LA 13 HABRA”. Collectively, FULLERTON and L A HABRA may be referred to as the “PARTIES” or 14 individually as a “PARTY”. 15
RECITALS 16
W HEREAS, Harbor Boulevard between Arbolita Drive and the SR -91 freeway interchange is part 17 of the State Highway System (SHS) which is administered by the State of California, hereinafter referred to 18 as “STATE”, and 19
W HEREAS, Harbor Boulevard between Arbolita Drive and Imperial Highway is geographically 20 located within LA HABRA, and 21
W HEREAS, Harbor Boulevard between Las Palmas Drive and the SR -91 freeway interchange is 22 geographically located within FULLERTON, and 23
W HEREAS, the intersections of Harbor Boulevard at Whittier Boulevard, Harbor Boulevard at 24 Imperial Highway (SR -90) and Harbor Boulevard at the SR -91 freeway interchange are maintained by 25 State of California Department of Transportation, hereinafter referred to as “CALTRANS”, and 26 W HEREAS, the Measure M2 Regional Traffic Signal Synchronization Program (RTSSP) targets 27 Attachment 1
Cooperative Agreement for Project No. 74-46029
over 2,000 signalized intersections across Orange County to maintain traffic signal synchronization, 1 improve traffic flow, and reduce congestion across jurisdictions; and 2 WHEREAS, FULLERTON and LA HABRA are committed to implementing multi- jurisdictional 3 signal synchronization to enhance countywide traffic flow and reducing congestion; and 4 WHEREAS, the O range County Transportation Authority , hereinafter referred to as “OCTA” 5 approved the Harbor Boulevard Corridor Regional Traffic Signal Synchronization Program (RTSSP) 6 Project, hereinafter referred to as “PROJECT”; and 7
WHEREAS, the total PROJECT cost is e stimated at Two Million, Seven Hundred Eighteen 8 Thousand, Seven Hundred and Forty-Four Dollars ($2,718,744); and 9 WHEREAS, OCTA will provide 80% PROJECT funds of up to Two Million, One Hundred 10 Seventy-Four Thousand, Nine Hundred and Ninety-Five Dollars ($2,174,995); and 11 WHEREAS, FULLERTON and LA HABRA will provide 20% matching funds of up to Five 12 Hundred Forty -Three Thousand, Seven Hundred and Forty -Nine Dollars ($543,749) as required by the 13 Orange County Comprehensive Transportation Funding Programs; and 14 WHEREAS, FULLERTON agrees to act as the lead agency for design, construction and 15 management of PROJECT; and 16
WHEREAS, the PROJECT will include twenty -nine (29) traffic signals along Harbor Boulevard, 17 between Arbolita Drive and the SR-91 freeway interchange; and 18 WHEREAS, the PROJECT Scope of Work includes the procurement, construction/installation of, 19 traffic signal controller and cabinet upgrades at selected locations, travel time units, communication 20 upgrades, and central system upgrades at the respective PARTIES’ Traffic Management Centers; and 21 WHEREAS, the PROJECT Scope of Work also includes development, implementation and 22 fine-tuning of coordination signal timing plans for various peak periods, and the ongoing monitoring and 23 maintenance of the coordinated signal system’s operation, including signal timing coordination and system 24 communication/detection upkeep, for two years; and 25
WHEREAS, FULLERTON agrees to work with LA HABRA to coordinate the inclusion of other 26 traffic control elements requested by LA HABRA that must be installed at the same time as the 27 Cooperative Agreement for Project No. 74-46029
construction of the PROJECT that are NOT a part of the PROJECT Scope of Work and will be the 1 responsibility of LA HABRA and any of those traffic control elements during the course of the PROJECT; 2 and 3
WHEREAS, the PARTIES acknowledge that other RTSSP corridor projects are currently 4 underway or completed which intersect the Harbor Boulevard Corridor Project, and that these other RTSSP 5 corridor timing operations must be incorporated into the design and completion of this PROJECT; and 6 WHEREAS, this AGREEMENT defines the roles, specific terms, conditions and responsibilities 7 between the PARTIES. 8
AGREEMENT 9
NOW THEREFORE, it is understood and agreed by the PARTIES as follows: 10 ARTICLE 1. COMPLETE AGREEMENT 11
This AGREEMENT, including all exhibits and documents incorporated herein and made applicable 12 by reference, constitutes the complete and exclusive statement of the terms and conditions of the agreement 13 between the PARTIES concerning the PROJECT and super sedes all prior representations, understandings 14 and communications between the PARTIES . The above -referenced Recitals are true and correct and are 15 incorporated by reference herein. 16
ARTICLE 2. RESPONSIBILITIES OF FULLERTON 17
FULLERTON agrees to the following responsibilities: 18
1. FULLERTON shall serve as lead agency for design, construction and construction management 19 of PROJECT and shall provide oversight by establishing PROJECT milestones and overseeing the 20 PROJECT development to ensure compliance with all sta ndards and requirements set forth in the 21 AGREEMENT. 22
2. FULLERTON, acting as lead agency, will enter into a separate Cooperative Agreement with 23 CALTRANS for the implementation of the PROJECT components within CALTRANS’ jurisdiction. 24
3. FULLERTON shall be responsi ble for obtaining all required permits from CALTRANS for the 25 implementation of the PROJECT components within CALTRANS’ jurisdiction. 26
4. FULLERTON shall be responsible for completing the PROJECT in accordance with the funding 27 Cooperative Agreement for Project No. 74-46029
guidelines and any and all other f ederal, state, and the OCTA requirements related to these funding 1 programs, as well as any and all applicable statutes and regulations including, but not limited to, bidding 2 laws, prevailing wage and other labor laws, provisions of the California Building Standards Code, and the 3 California Environmental Quality Act (CEQA) and the Guidelines thereunder. 4
5. FULLERTON shall be responsible for providing the funding commitments for implementation 5 of the PROJECT components for the CALTRANS intersections within FULLE RTON’S geographical 6 jurisdictions. 7
6. FULLERTON shall provide staff, consultants, and contractors deemed necessary and appropriate 8 to manage, administer, coordinate , and oversee engineering design and construction management of the 9 PROJECT. To the extent req uired by FULLERTON of its contractors performing work on the PROJECT, 10 FULLERTON shall require all such contractors indemnify, defend and hold LA HABRA, its elected 11 officials, officers, employees, agents and volunteers (“Indemnitees”) free and harmless, inc luding payment 12 of attorneys’ and experts’ fees, with respect to any and all claims and liabilities of any kind arising out of 13 each such contractor’s acts or omissions in the performance of work on the Project, to the maximum extent 14 permitted by law. FULLE RTON shall require all such contractors to name the Indemnitees as additional 15 insureds on all commercial general and automobile liability policies required by FULLERTON for the 16 PROJECT. 17
7. FULLERTON’s portion of the PROJECT cost is approximately One Million, Nine Hundred 18 Ninety-Five Thousand, Three Hundred and Ninety-Four Dollars ($1,995,394). FULLERTON’s share of the 19 PROJECT match amounts to Three Hundred Ninety -Nine Thousand, Seventy -Nine Dollars ($399,079), 20 which includes up to Fifty Thousand Dollars ($50,000) of in -kind services. Documentation of 21 FULLERTON’S in -kind services, such as construction inspection services, shall meet OCTA 22 Comprehensive Transportation Funding Program (CTFP) Guidelines. 23
8. FULLERTON shall maintain coordination with LA HABRA for construction of the PROJECT. 24
9. FULLERTON shall coordinate construction activity within LA HABRA and provide a schedule 25 of construction activity within LA HABRA that is acceptable to LA HABRA. 26
10. FULLERTON shall collect all data necessary for the analysis and optimiz ation of traffic signal 27 Cooperative Agreement for Project No. 74-46029
timing along the PROJECT corridor. 1
11. FULLERTON shall develop new timing plans optimized for traffic signal synchronization. 2
12. FULLERTON shall provide on- site support to implement the timing plans as necessary. 3 Timing plans are subject to LA HABRA’s review and approval. 4
13. FULLERTON shall provide the new timing plans developed for the PROJECT and all relevant 5 data required for the signal timing analysis to LA HABRA upon request. 6 ARTICLE 3. RESPONSIBILITIES OF LA HABRA 7
LA HABRA agrees to the following responsibilities: 8
1. LA HABRA shall be responsible for providing the required documentation and funding 9 commitments for project implementation on the CALTRANS portions of the PROJECT within LA 10 HABRA’s geographical jurisdictions. 11
2. LA HABRA’s portion of the PROJECT cost is approximately Seven Hundred Twenty -Three 12 Thousand Three Hundred and Fifty Dollars ($723,350). LA HABRA’s share of the PROJECT match 13 amounts to One Hundred Forty-Four Thousand, Six Hundred and Seventy Dollars ($144,670) which 14 includes up to Twenty Thousand Dollars ($20,000) of in -kind services. Documentation of LA HABRA’s 15 in-kind services, such as construction inspection services, shall meet OCTA Comprehensive Transportation 16 Funding Program (CTFP) Guidelines. 17
3. LA HABRA shall be respons ible for providing the funding commitments for implementation of 18 the PROJECT components for the CALTRANS intersections within LA HABRA’s geographical 19 jurisdictions. 20
4. LA HABRA shall remit to FULLERTON within thirty (30) calendar days of receipt of an 21 acceptable invoice, the PROJECT matching funds as required by the OCTA Comprehensive Transportation 22 Funding Program. 23
5. At no cost to FULLERTON, LA HABRA shall provide FULLERTON with current intersection, 24 local field master and/or central system timing plans and re lated data no later than thirty (30) days 25 subsequent to the execution of this AGREEMENT, and updates as they occur within seven (7) days of the 26 event. 27
Cooperative Agreement for Project No. 74-46029
6. At no cost to FULLERTON, LA HABRA shall provide to FULLERTON appropriate documents 1 to utilize in the design and construction of infrastructure required to implement the desired coordinated and 2 synchronized system and operations no later than thirty (30) days subsequent to the execution of this 3 AGREEMENT, and updates as they occur within seven (7) days of the update. 4
7. LA HABRA shall waive all costs and fees related to any and all LA HABRA required 5 encroachment and inspection permits for the construction phase of the PROJECT. 6
8. At no cost to FULLERTON, LA HABRA’s Construction Inspectors shall oversee all 7 construction work done in their jurisdiction. 8
9. At no cost to FULLERTON, LA HABRA shall provide the required maintenance related to the 9 PROJECT’s signal and communications equipment within LA HABRA’s jurisdiction. 10
10. 11
At no cost to FULLERTON, LA HABRA shall be respons ible for coordinating the construction and/or 12 installation of traffic control elements and other items within its jurisdiction that are NOT a part of the 13 PROJECT Scope of Work but, by necessity, must be built concurrent with the PROJECT. 14 ARTICLE 4. MUTUAL RESPONSIBILITIES OF THE PARTIES 15
The PARTIES agree to the following mutual responsibilities: 16
1. The PARTIES shall cooperate and coordinate their staff, contractors, consultants, in providing 17 the services and responsibilities required under this AGREEMENT to the extent practicable with respect to 18 the performance of the PROJECT. 19
2. The PARTIES agree to work together in good faith, using reasonable efforts to resolve any 20 unforeseen issues and disputes arising out of the performance of this AGREEMENT. 21
3. This AGREEM ENT may only be modified or amended upon written agreement of all 22 PARTIES. All modifications, amendments, changes and revisions of this AGREEMENT in whole or in 23 part, and from time to time, shall be binding upon the PARTIES, so long as the same shall be in writing 24 and executed by the PARTIES. 25
4. This AGREEMENT shall be governed by all applicable federal, state and local laws. The 26 PARTIES warrant that in the performance of this AGREEMENT, each shall comply with all applicable 27 Cooperative Agreement for Project No. 74-46029
federal, state and local laws, statutes and ordinances and all lawful orders, rules and regulations 1 promulgated there under. 2
5. Each PARTY agrees to defend, indemnify and hold harmless the other PARTY, its officers, 3 agents, elected officials and employees from all liability, claims, losses a nd demands, including defense 4 costs and reasonable attorneys’ fees, whether resulting from court action or otherwise, to the extent arising 5 out of the actual or alleged negligent acts or omissions of , or violation of any statute or regulation by, the 6 defending PARTY, or any of its officers, agents, or employees, in the performance of this AGREEMENT. 7 When negligent acts or omissions of one PARTY are directed by the other PARTY, the PARTY directing 8 the negligent acts or omissions shall owe this defense and indemnity obligation to the PARTY following 9 the directions. Notwithstanding, this AGREEMENT shall not be interpreted to create any joint and several 10 liability or any joint powers or joint venture between the parties. The provisions of this paragraph shall 11 survive the termination of this AGREEMENT. 12
6. Each PARTY shall be excused from performing its obligations under this AGREEMENT during 13 the time and to the extent that it is prevented from performing , by an y unforeseeable cause beyond its 14 control, including but not limited to: any incidence of fire; flood; acts of God; commandeering o f material, 15 products, plants or facilities by federal, state o r local government; national fuel shortage; or a material act 16 or omission by any PARTY ; provided satisfactory evidence o f such cause is presented to the other 17 PARTY, and provided further such nonperformance is unforeseeable, beyond the reasonable control and is 18 not due to the fault or negligence of the PARTY not performing. 19
7. Any notice sent by first class mail, postage paid, to the address and addressee, shall be deemed to 20 have been received three (3) business days after deposit in the U.S. Mail . The representatives of the 21 PARTIES who are primarily responsible for the administration of this AGREEMENT, and to whom 22 notices, demands and communications shall be given are as follows: 23 City of Fullerton – LEAD AGENCY City of La Habra 24
303 W. Commonwealth Avenue 110 East La Habra Boulevard 25 Fullerton, CA 92832 La Habra, CA 90633 26
Attn: Stephen Bise Attn: Albert Mendoza 27
Cooperative Agreement for Project No. 74-46029
City Engineer City Engineer 1
(714) 738-6845 (562) 383-4153 2
stephen.bise@cityoffullerton,com [email protected] 3
8. This AGREEMENT shall continue in full force and effect through December 31, 2027, unless 4 terminated earlier by FULLERTON or LA HABRA. 5
9. The term of this AGREEMEN T may only be extended upon written agreement by both 6 PARTIES. 7
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28 Cooperative Agreement for Project No. 74-46029
IN WITNESS WHEREOF, the PARTIES hereto have caused this AGREEMENT for Project 1 No. 74-46029 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
16 17
APPROVED AS TO FORM: 18
19 By: 20
Richard D. Jones 21
City Attorney 22
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