1234567891011121314151617181920212223242526
COOPERATIVE AGREEMENT NO. C-3-3023BETWEENORANGE COUNTY TRANSPORTATION AUTHORITYANDCITIES OF ANAHEIM, FOUNTAIN VALLEY, FULLERTON, GARDEN GROVE, AND SANTA ANAFORHARBOR BOULEVARD INNOVATIVE CORRIDOR PROJECTSTHIS COOPERATIVE AGREEMENT (Agreement), is effective this _______ day of _________________, 2024, by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange California 92863-1584, a public corporation the cities of Anaheim, Fountain Valley, Fullerton, Garden Grove, and Santa AnaPARTICIPATING AGENCIES.RECITALS:WHEREAS, the AUTHORITY in cooperation with the PARTICIPATING AGENCIES submitted a Grants Program application on November 18, 2022, Regional Early Action Planning (REAP 2.0) application on May 9, 2023, and a Cycle 6 application on February 10, 2023, for theevaluation, study, and implementation of transit signal priority and technology enhancements of signalized intersections along 543, between the Santa Ana Bus Base in the City of Santa Ana and the Fullerton Transportation Center in the City of Fullerton, (hereinafter, ; andWHEREAS, Board of Directors authorized the acceptance of the SMART, REAP 2.0, and TIRCP funding awards on July 24, 2023; andWHEREAS,the AUTHORITY intends to secure additional funding for PROEJCT as needed; and/ COOPERATIVE AGREEMENT NO. C-3-3023HARBOR BOULEVARD CONNECTED CORRIDOR PROJECTS
1234567891011121314151617181920212223242526
WHEREAS, the AUTHORITY intends to issue procurements to award contracts for the study, and implementation of the PROJECT; andWHEREAS, the PROJECT will include approximately sixty (60) traffic signalized intersections along the 12-mile Harbor Boulevard Bravo! Route 543 corridor as identified in the SMART, REAP 2.0,and TIRCP applications; andWHEREAS, based on Board of Directors approval of grant awards, theAUTHORITY agrees to implement the PROJECT per the APPLICATIONS; andWHEREAS, the PROJECT will include an innovative Transit Signal Priority (TSP) solution and Intelligent Transportation System (ITS) elements as identified in the APPLICATIONS and other that will be evaluated, constructed, and/or installed and implemented as part of the PROJECT; andWHEREAS, the AUTHORITY agrees to work with PARTICIPATING AGENCIES to coordinate the inclusion of other ITS ELEMENTS that should be installed before or at the same time as the construction of the PROJECT that the Parties deemed necessary for the essential operation of the Harbor Boulevard corridor; andWHEREAS, the AUTHORITY and each respective Party shall providein-house resources (staff hours) to provide various services in support of the PROJECT; andWHEREAS,the AUTHORITY and the PARTICIPATING AGENCIES desire to enter into this Agreement to implement the PROJECT; andWHEREAS, this Agreement defines the specific terms, conditions, and funding responsibilities between the AUTHORITY and the PARTICIPATING AGENCIES for the implementation of the PROJECT; andWHEREAS, the City of AnaheimCity Council approved this Agreement on the _____ day of ___________________, 20_____.WHEREAS, the City of Fountain Valleys City Council approved this Agreement on the _____ day of ___________________, 20_____.
COOPERATIVE AGREEMENT NO. C-3-3023HARBOR BOULEVARD CONNECTED CORRIDOR PROJECTS
1234567891011121314151617181920212223242526
WHEREAS, the City of FullertonCity Council approved this Agreement on the _____ dayof ___________________, 20_____.WHEREAS, the City of City Council approved this Agreement on the _____ dayof ___________________, 20_____.WHEREAS, the City of City Council approved this Agreement on the _____ dayof ___________________, 20_____.NOW, THEREFORE, it is mutually understood and agreed by the AUTHORITY and the PARTICIPATING AGENCIES as follows:ARTICLE 1. COMPLETE AGREEMENTA. This Agreement, including any attachments incorporated herein and made applicable by reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this Agreement between the AUTHORITY and 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. The AUTHORITYs failure to insist on any instance(s) of PARTICIPATING AGENCIESperformance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of the or condition(s), and PARTICIPATING AGENCIESobligation in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not be binding upon the AUTHORITY except when specifically confirmed in writing by an authorized representative of the AUTHORITY by way of a written amendment to this Agreement and issued in accordance with the provisions of this Agreement.C. PARTICIPATING AGENCIESfailure to insist on any instance(s) of the performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of PARTICIPATING AGENCIESright to such performance or to future performance of such term(s) or condition(s), and the COOPERATIVE AGREEMENT NO. C-3-3023HARBOR BOULEVARD CONNECTED CORRIDOR PROJECTS
1234567891011121314151617181920212223242526
force and effect. Changes to any portion of this Agreement shall not be binding upon PARTICIPATING AGENCIES except when specifically confirmed in writing by an authorized representative of PARTICIPATING AGENCIES by way of a written amendment to this Agreement and issued in accordance with the provisions of this Agreement.ARTICLE 2. SCOPE OF AGREEMENTThis Agreement specifies the roles and responsibilities of the Parties as they pertain to the subjects and projects addressed herein. Both the 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 AUTHORITYThe AUTHORITY, as the lead agency, agrees to the following responsibilities for the implementation of the PROJECT:A. The AUTHORITY shall implement the PROJECT based on the intent of the usage in theAPPLICATIONS in accordance with the policies and procedures contained in the SMART, REAP, and TIRCP grant program guidelines.B. The AUTHORITY shall coordinate with the PARTICIPATING AGENCIES to ensure the multi-phased implementation of the PROJECT includes input from the owning and operating agencies.C. The AUTHORITY shall provide oversight to maintain inter-jurisdictional traffic signal operational integrity between PROJECT and other similar type projects not older than three (3) years.D. The AUTHORITY, or agents of the AUTHORITY, under this Agreement and upon closeout of PROJECT, may perform a technical and/or field review to ensure that the grant program guidelines, policies, and procedures were followed. Such a review may be performed within one hundred and eighty (180) days after the PROJECT grant period is complete./// COOPERATIVE AGREEMENT NO. C-3-3023HARBOR BOULEVARD CONNECTED CORRIDOR PROJECTS
1234567891011121314151617181920212223242526
E. The AUTHORITY, or agents of the AUTHORITY, shall manage, procure, implement, and complete all aspects of the PROJECT as identified in the APPLICATIONS, including filing all documentation necessary to comply with the requirements of the SMART, REAP, and TIRCP guidelinesand funding reporting.F. The AUTHORITY, or its agents, shall collect all data necessary to deliver the PROJECT, as specified in the APPLICATIONS. G. The AUTHORITY, or its agents, shall coordinate outreach activities with PARTICIPATING AGENCIES for the PROJECT.H. The AUTHORITY, or its agents, shall study, evaluate, and recommend TSP and ITS ELEMENTS best suited for the desired operation by each Party.I. The AUTHORITY, or its agents, shall provide construction management oversight during the construction of the PROJECT.J. The AUTHORITY, or its agents, shall prepare the PROJECT reports, plans, and materials that will be shared with PARTICIPATING AGENCIES and other PROJECT stakeholders.ARTICLE 5. RESPONSIBILITIES OF THE PARTICIPATING AGENCIESThe PARTICIPATING AGENCIES agree to the following responsibilities for implementation and funding of the PROJECT:A. The PARTICIPATING AGENCIES shall provide a technical representative to participate as a member of the PROJECTProject Development Team (PDT).B. The PARTICIPATING AGENCIES shall authorize the AUTHORITY to manage, procure, and implement all aspects of the PROJECT.C. The PARTICIPATING AGENCIES shall participate and support the PROJECT implementation within the timeframe outlined in the APPLICATION and consistent with the SMART, REAP, and TIRCP guidelines adopted by the AUTHORITY./D. The PARTICIPATING AGENCIES shall provide AUTHORITY, or its agents all current COOPERATIVE AGREEMENT NO. C-3-3023HARBOR BOULEVARD CONNECTED CORRIDOR PROJECTS
1234567891011121314151617181920212223242526
intersection as-built drawings, all current intersections controller assembly plans as provided by the manufacturer and modified by Party since original installation, local field master, local controller, and Advanced Traffic Management System timing plans, TSP timing preferences, and other ITS related data upon request.E. PARTICIPATING AGENCIES shall waive all fees associated with any local agency permits that may be required from the consultants, subconsultants, and/or service or equipment providers hired by AUTHORITY for the PROJECT.F. PARTICIPATING AGENCIES shall perform all field inspections and correspondenceduring the construction of the PROJECT for improvements in their jurisdiction. G. PARTICIPATING AGENCIES shall be responsible for the continued operations and maintenance of all TSP and ITS ELEMENTS approved and implemented in their jurisdiction following the completion of the PROJECT. ARTICLE 6. DELEGATED AUTHORITYThe actions required to be taken by PARTICIPATING AGENCIES in the implementation of thisAgreement are delegated to their respective City Manager, or designee, and the actions required to be taken by the AUTHORITY in the implementation of this Agreement are delegated to the .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 AUTHORITY to inspect and audit all work, materials, payroll, books, accounts, and other data and records of PARTICIPATING AGENCIES for a period of five (5) years after final payment, final closeout, or until any on-going audit is completed, whichever is later. For purposes of audit, the date of completion of this Agreement shall be the date of AUTHORITYconsultantpaid invoice) under this Agreement.AUTHORITY shall have the right to reproduce any such books, records, and accounts. The above COOPERATIVE AGREEMENT NO. C-3-3023HARBOR BOULEVARD CONNECTED CORRIDOR PROJECTS
1234567891011121314151617181920212223242526
provision with respect to audits shall extend to and/or be included in contracts with PARTICIPATING AGENCIEScontractor(s).ARTICLE 8. INDEMNIFICATION A. To the fullest extent permitted by law, PARTICIPATING AGENCIES shall defend (atPARTICIPATING AGENCIESsole cost and expense with legal counsel reasonably acceptable to AUTHORITY), indemnify, protect, and hold harmless AUTHORITY, and its officers, directors, employees, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenseslimited to Claims arising from injuries to or death of persons (PARTICIPATING AGENCIESemployees included), for damage to property, including property owned by AUTHORITY, or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willfulmisconduct of PARTICIPATING AGENCIES, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement.B.cost and expense with legal counsel reasonably acceptable to PARTICIPATING AGENCIES), indemnify, protect, and hold harmless PARTICIPATING AGENCIES, including their officers, directors, employees,claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal cosdamage to property, including property owned by PARTICIPATING AGENCIES, or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful misconduct of AUTHORITY, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement.
COOPERATIVE AGREEMENT NO. C-3-3023HARBOR BOULEVARD CONNECTED CORRIDOR PROJECTS
1234567891011121314151617181920212223242526
C. The indemnification and defense obligations of this Agreement shall survive its expiration or termination. ARTICLE 9. ADDITIONAL PROVISIONSA. Term of Agreement: This Agreement shall be in full force and effect throughDecember 31, 2028.B. Amendment: This Agreement may be extended or amended in writing at any time by themutual consent of all Parties. No amendment shall have any force or effect unless executed in writing by all Parties.C. Termination: In the event any Party defaults in the performance of their respectiveobligations under this Agreement or breaches any of the provisions of this Agreement, a non-defaulting Party(s) shall have the option to terminate this Agreement upon thirty (30) calendar days prior written notice to the Party in default.D. Termination for Convenience: Any Party may terminate this Agreement for itsconvenience by providing thirty (30) calendar days prior written notice of its intent to terminate for convenience to the other Party.E. Parties shall comply with all applicable federal, state, and local laws, statues, ordinances,and regulations of any governmental authority having jurisdiction over the PROJECT. F. Legal Authority: Parties 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.G. Severability: If any term, provision, covenant, or condition of this Agreement is held to beinvalid, 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.H. Counterparts of Agreement: This Agreement may be executed and delivered in anynumber of counterparts, each of which, when executed and delivered shall be deemed an original and all COOPERATIVE AGREEMENT NO. C-3-3023HARBOR BOULEVARD CONNECTED CORRIDOR PROJECTS
1234567891011121314151617181920212223242526
of which together shall constitute the same agreement. Electronic signatures shall be permitted.I. Assignment: Neither this Agreement, nor any of the Partiesrights, obligations, duties, orauthority hereunder may be assigned in whole or in part by any Parties without the prior written consent of the other Parties 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. J. Governing Law: The laws of the State of California and applicable local and federal laws,regulations, and guidelines shall govern this Agreement.K. Litigation fees: Should litigation arise out of this Agreement for the performance thereof,Party.L. Notices: Any notices, requests, or demands made between the Parties pursuant to this Agreement are to be directed as follows:To ANAHEIM: To AUTHORITY:City of Anaheim Orange County Transportation Authority200 South Anaheim BoulevardAnaheim, CA 92805550 South Main StreetP. O. Box 14184Orange, CA 92863-1584Attention: John ThaiPrincipal Traffic EngineerTel: (714) 765-5202Email: [email protected]: Megan BornmanSenior Contract AdministratorTel: (714) 560-5064E-mail: [email protected]: Alicia YangProject ManagerTel: (714) 560-5362Email: [email protected] COOPERATIVE AGREEMENT NO. C-3-3023HARBOR BOULEVARD CONNECTED CORRIDOR PROJECTS
1234567891011121314151617181920212223242526
To FOUNTAIN VALLEY: To FULLERTON:City of Fountain Valley City of Fullerton10200 Slater AvenueFountain Valley, CA 92708303 West Commonwealth AvenueFullerton, CA 92832Attention: Temo GalvezDeputy Director of Public Works / City EngineerTel: (714) 593-4517Email: [email protected]: Stephen BiseDirector of Public Works Tel: (714) 738-6852Email: [email protected] GARDEN GROVE: To SANTA ANA:City of Garden Grove City of Santa Ana11222 Acacia ParkwayGarden Grove, CA 92840Traffic Engineering Section/M-4320 Civic Center PlazaSanta Ana, CA 92701Attention: Dai VuCity Traffic EngineerPublic Works DepartmentTel: (714) 741-5189Email: [email protected]: Nabil SabaExecutive Director of Public WorksTel: (714) 647-5654Email:[email protected]. Force Majeure: Any 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 or facilities by the federal, state or local government; national fuel shortage; or a material act or omission by the other Party, when satisfactory evidence of such cause is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the Party not performing. /
COOPERATIVE AGREEMENT NO. C-3-3023
HARBOR BOULEVARD CONNECTED CORRIDOR PROJECTS
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
This Agreement shall be made effective upon execution by all Parties.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3023 to be executed as of the date of the last signature below.
CITY OF FOUNTAIN VALLEY
By: ___________________________
Maggie Le
City Manager
ATTEST:
By: ___________________________
Rick Miller
City Clerk
APPROVED AS TO FORM
By: ___________________________
Colin Burns
City Attorney
Dated: _________________________
COOPERATIVE AGREEMENT NO. C-3-3023HARBOR BOULEVARD CONNECTED CORRIDOR PROJECTS
1234567891011121314151617181920212223242526
This Agreement shall be made effective upon execution by all Parties.IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3023 to be executed. as of the date of the last signature below.CITY OF FULLERTONBy: ___________________________ Eric Levitt City ManagerATTEST:By: ___________________________ Lucinda Williams City ClerkAPPROVED AS TO FORMBy: ___________________________ Richard D. Jones City AttorneyDated: _________________________ COOPERATIVE AGREEMENT NO. C-3-3023HARBOR BOULEVARD CONNECTED CORRIDOR PROJECTS
1234567891011121314151617181920212223242526
This Agreement shall be made effective upon execution by all Parties.IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3023 to be executed as of the date of the last signature below.CITY OF GARDEN GROVEBy: ___________________________ Lisa Kim City ManagerATTEST:By: ___________________________ Teresa Pomeroy City ClerkDated: _________________________ COOPERATIVE AGREEMENT NO. C-3-3023HARBOR BOULEVARD CONNECTED CORRIDOR PROJECTS
1234567891011121314151617181920212223242526
This Agreement shall be made effective upon execution by all Parties.IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3023 to be executed as of the date of the last signature below.CITY OF SANTA ANABy: ___________________________ Alvaro Nunez Acting City ManagerATTEST:By: ___________________________ Jennifer L. Hall City ClerkAPPROVED AS TO FORMBy: ___________________________ Jonathan T. Martinez Assistant City AttorneyDated: _________________________RECOMMENDED FOR APPROVALBy: ___________________________ Nabil Saba, PE Executive Director Public Works AgencyDated: _________________________