1 COOPERATIVE AGREEMENT NO. C-3-2417
2 BETWEEN
3 ORANGE COUNTY TRANSPORTATION AUTHORITY
4 AND
5 CITY OF HUNTINGTON BEACH
6 FOR
7 COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
8 THIS COOPERATIVE AGREEMENT (Agreement), is effective this day of 9 _ 2023 ("Effective Date"), by and between the Orange County Transportation 10 Authority, 550 South Main Street, P.O. Box 14184, Orange California 92863-1584, a public corporation 11 of the State of California (herein referred to as "AUTHORITY") and the City of Huntington Beach, 2000 12 Main Street, Huntington Beach, California 92648, a municipal corporation duly organized and existing 13 under the constitution and laws of the State of California ("PARTICIPATING AGENCY"), each individually 14 known as "Party" and collectively known as "Parties". 15 RECITALS:
16 WHEREAS, the AUTHORITY in cooperation with the PARTICIPATING AGENCY is working 17 together in coordinating traffic signals across multiple jurisdictional boundaries as a part of the Renewed 18 Measure M (M2) Regional Traffic Signal Synchronization Program (RTSSP) to enhance countywide 19 traffic flow and reduce congestion; and
20 WHEREAS, the AUTHORITY completed a Countywide Signal Synchronization Plan Study 21 (hereinafter, "PLAN STUDY") in support of the RTSSP and received authorization from the 22 AUTHORITY's Board of Directors on March 14, 2022, to update the Traffic Signal Synchronization Master 23 Plan in accordance with the PLAN STUDY recommendations; and 24 WHEREAS, the AUTHORITY secured Congestion Mitigation and Air Quality ("MAQ") funds for 25 the implementation of a Countywide Signal Synchronization Baseline Project (hereinafter, "PROJECT") 26 as presented in the PLAN STUDY; and
COOPERATIVE AGREEMENT NO. C-3-2417
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
1 WHEREAS, the AUTHORITY intends to release a request for proposals to secure a consultant 2 ("CONSULTANT") to implement the PROJECT; and
3 WHEREAS, based on the PLAN STUDY the AUTHORITY agrees to act as the implementing 4 agency to carry out the PROJECT; and
5 WHEREAS, the PROJECT will include approximately 2,500 traffic signalized intersections 6 along regionally significant corridors within Orange County; and WHEREAS, approximately 74 PARTICIPATING AGENCY-owned and operated signalized 8 intersections will be included as part of the PROJECT; and 9 WHEREAS, the PROJECT will include all 34 Orange County cities and the County of Orange; 10 and
11 WHEREAS, the AUTHORITY will enter into a separate cooperative agreement with each 12 participating agency in each jurisdiction for implementation of the PROJECT; and 13 WHEREAS, the AUTHORITY and the PARTICIPATING AGENCY acknowledges and 14 understands that in-house resources (staff hours from the PARTICIPATING AGENCY will provide 15 various services in support of the PROJECT; and
16 WHEREAS, the AUTHORITY and the PARTICIPATING AGENCY desire to enter into this 17 Agreement to implement the PROJECT in support of the RTSSP; and 18 WHEREAS, this Agreement defines the specific terms and conditions, and between the 19 AUTHORITY and the PARTICIPATING AGENCY for the implementation of the PROJECT; and 20 WHEREAS, the PARTICIPATING AGENCY's City Council approved this Agreement on the day of _ 202
22 NOW, THEREFORE, it is mutually understood and agreed by the AUTHORITY and the 23 PARTICIPATING AGENCY as follows:
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COOPERATIVE AGREEMENT NO. C-3-2417
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
1 ARTICLE 1. COMPLETE AGREEMENT
2 A. This Agreement, including any attachments incorporated herein and made applicable by 3 reference, constitutes the complete and exclusive statement of the terms) and condition (s) of this 4 Agreement between the AUTHORITY and the PARTICIPATING AGENCY and supersedes all prior 5 representations, understandings, and communications. The invalidity in whole or in part of any term or 6 condition of this Agreement shall not affect the validity of other terms) or condition (s) of this Agreement. 7 The above referenced Recitals are true and correct and are incorporated by reference herein. 8 B. The AUTHORITY's failure to insist on any instance(s) of the PARTICIPATING AGENCY's 9 performance of any terms) or condition(s) of this Agreement shall not be construed as a waiver or 10 relinquishment of the AUTHORITY's right to such performance or to future performance of such terms) 11 or condition(s), and the PARTICIPATING AGENCY's obligation in respect thereto shall continue in full 12 force and effect. Changes to any portion of this Agreement shall not be binding upon the AUTHORITY 13 except when specifically confirmed in writing by an authorized representative of the AUTHORITY by way 14 of a written amendment to this Agreement and issued in accordance with the provisions of this 15 Agreement.
16 C. The PARTICIPATING AGENCY's failure to insist on any instance(s) of the AUTHORITY's 17 performance of any terms) or condition(s) of this Agreement shall not be construed as a waiver or 18 relinquishment of the PARTICIPATING AGENCY's right to such performance or to future performance of 19 such terms) or condition(s), and the AUTHORITY's obligation in respect thereto shall continue in full 20 force and effect. Changes to any portion of this Agreement shall not be binding upon the PARTICIPATING 21 AGENCY except when specifically confirmed in writing by an authorized representative of the 22 PARTICIPATING AGENCY by way of a written amendment to this Agreement and issued in accordance 23 with the provisions of this Agreement.
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COOPERATIVE AGREEMENT NO. C-3-2417
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
1 ARTICLE 2. SCOPE OF AGREEMENT
2 This Agreement specifies the roles and responsibilities of the Parties as they pertain to the 3 subjects and PROJECT addressed herein. The Parties agree that each will cooperate and coordinate 4 with the other Party in all activities covered by this Agreement and any other supplemental agreements 5 that may be required to facilitate purposes thereof.
6 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
The AUTHORITY, as the lead agency, agrees to the following responsibilities for the 8 implementation of the PROJECT:
9 To designate a Project Manager as a single point of contact for the Project. 10 B. The AUTHORITY, or agents of the AUTHORITY, shall manage, procure, implement, and 11 complete all aspects of the PROJECT, including filing all documentation necessary to comply with the 12 CMAQ funding for the PROJECT.
13 C. The AUTHORITY, or agents of the AUTHORITY, shall coordinate outreach with the 14 PARTICIPATING AGENCY for the PROJECT.
15 D. The AUTHORITY, or agents of the AUTHORITY, shall collect all data necessary to 16 provide new optimized timing plans including, but not limited to, manual or video all movement counts at 17 each PROJECT signalized intersection, and a mutually agreed upon number and location of 24 hours / 18 7 days automated machine traffic counts with vehicle classification. 19 E. The AUTHORITY, or agents of the AUTHORITY, shall develop and implement new timing 20 plans optimized for signal synchronization.
21 F. The AUTHORITY, or agents of the AUTHORITY, shall provide updated timing plans for 22 all control systems and all relevant data used to develop said plans to the PARTICIPATING AGENCY. 23 G. The AUTHORITY, or agents of the AUTHORITY, shall prepare a conceptual plan for the 24 delivery of the PROJECT. The AUTHORITY, or agents of the AUTHORITY, shall provide all reports to 25 the PARTICIPATING AGENCY in draft and final formats for review and comment. The PARTICIPATING 26 AGENCY comments shall be noted in the final report.
COOPERATIVE AGREEMENT NO. C-3-2417
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
1 H. The AUTHORITY shall provide oversight to maintain inter-jurisdictional traffic signal 2 operational integrity between the PROJECT and other signal synchronization projects not older than three 3 (3) years from the effective date of this Agreement.
4 1. The AUTHORITY shall provide formats, templates, and guidance in reporting 5 requirements necessary for the PROJECT.
6 J. The AUTHORITY, or agents of AUTHORITY, under this Agreement and upon closeout of 7 PROJECT, may perform a technical and/or field review to ensure that the CMAQ guidelines, policies, and 8 procedures were followed.
9 ARTICLE 4. RESPONSIBILITIES OF THE PARTICIPATING AGENCY 10 The PARTICIPATING AGENCY agrees to the following responsibilities for implementation of 11 the PROJECT:
12 A. The PARTICIPATING AGENCY shall provide a technical representative to meet and participate as a member of the PROJECT's Traffic Forum. 14 B. The PARTICIPATING AGENCY shall authorize the AUTHORITY to manage, procure, 15 and implement all aspects of the PROJECT.
16 C. The PARTICIPATING AGENCY shall participate and support the PROJECT 17 implementation.
18 D. The PARTICIPATING AGENCY shall provide the AUTHORITY, or agents of the 19 AUTHORITY, all current intersection as-built drawings, all current intersections controller assembly 20 plans as provided by the manufacturer and modified by the PARTICIPATING AGENCY since original 21 installation, local field master, local controller, Advanced Traffic Management System timing plans, 22 and other ITS-related data upon request.
23 E. The PARTICIPATING AGENCY shall inform the AUTHORITY of new traffic signal 24 installations and any traffic signal modifications, which would materially affect the performance of the 25 regional corridors on the PROJECT.
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COOPERATIVE AGREEMENT NO. C-3-2417
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
1 F. The PARTICIPATING AGENCY shall maintain in good condition existing traffic signal 2 equipment for the PROJECT, such as signal communication and traffic signal controllers. 3 G. The PARTICIPATING AGENCY shall waive all fees associated with permits that would 4 otherwise be required from the CONSULTANT, subconsultants, and/or service or equipment providers 5 in the performance of the PROJECT.
6 ARTICLE 5. DELEGATED AUTHORITY
The actions required to be taken by the PARTICIPATING AGENCY in the implementation of this 8 Agreement are delegated to its respective City Manager, or City Manager's designee, and the actions 9 required to be taken by the AUTHORITY in the implementation of this Agreement are delegated to the 10 AUTHORITY's Chief Executive Officer or Chief Executive Officer's designee. 11 ARTICLE 6. AUDIT AND INSPECTION
12 PARTICIPATING AGENCY shall maintain a complete set of records in accordance with generally 13 accepted accounting principles. Upon reasonable notice, PARTICIPATING AGENCY shall permit the 14 authorized representatives of AUTHORITY to inspect and audit all work, materials, payroll, books, 15 accounts, and other data and records of PARTICIPATING AGENCY for a period of five (5) years after 16 final payment, final closeout, or until any on-going audit is completed, whichever is later. For purposes 17 of audit, the date of completion of this Agreement shall be the date of AUTHORITY's payment of 18 CONSULTANT's final billing (so noted on the paid invoice) under this Agreement. AUTHORITY shall 19 have the right to reproduce any such books, records, and accounts. The above provision with respect to 20 audits shall extend to and/or be included in contracts with AUTHORITY'S contractor. 21 ARTICLE 7. INDEMNIFICATION
22 A. To the fullest extent permitted by law, the PARTICIPATING AGENCY shall defend 23 (at the PARTICIPATING AGENCY's sole cost and expense with legal counsel reasonably acceptable to 24 the AUTHORITY), indemnify, protect, and hold harmless the AUTHORITY, and its officers, directors, 25 employees, and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, 26 actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages,
COOPERATIVE AGREEMENT NO. C-3-2417
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
1 demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims), 2 including but not limited to Claims arising from injuries to or death of persons (PARTICIPATING 3 AGENCY's employees included), for damage to property, including property owned by the AUTHORITY, 4 or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent 5 acts, omissions or willful misconduct of the PARTICIPATING AGENCY, its officers, directors, employees 6 or agents in connection with or arising out of the performance of this Agreement. 7 B. To the fullest extent permitted by law, the AUTHORITY shall defend (at the AUTHORITY's 8 sole cost and expense with legal counsel reasonably acceptable to the PARTICIPATING AGENCY, 9 indemnify, protect, and hold harmless the PARTICIPATING AGENCY, including their officers, directors, 10 employees, and agents (collectively the "Indemnified Parties"), from and against any and all liabilties, 11 actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, 12 demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), 13 including but not limited to Claims arising from injuries to or death of persons (AUTHORITY's employees 14 included), for damage to property, including property owned by the PARTICIPATING AGENCY, or from 15 any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, 16 omissions or willful misconduct of the AUTHORITY, its officers, directors, employees or agents in 17 connection with or arising out of the performance of this Agreement. 18 C. The indemnification and defense obligations of this Agreement shall survive its expiration 19 or termination.
20 ARTICLE 8. ADDITIONAL PROVISIONS
21 A. Term of Agreement: This Agreement shall be in full force and effect upon execution by 22 both Parties and continue through December 31, 2028. 23 B. Amendment: This Agreement may be extended or amended in writing at any time by the 24 mutual consent of both Parties. No amendment shall have any force or effect unless executed in writing 25 by all Parties.
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COOPERATIVE AGREEMENT NO. C-3-2417
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
1 C. Termination: In the event any Party defaults in the performance of their respective 2 obligations under this Agreement or breaches any of the provisions of this Agreement, the non-defaulting 3 Party shall have the option to terminate this Agreement upon thirty (30) calendar days prior written notice 4 to the Party in default.
5 D. Termination for Convenience: Either Party may terminate this Agreement for its 6 convenience by providing thirty (30) calendar days prior written notice of its intent to terminate for 7 convenience to the other Party.
8 E. AUTHORITY and Parties shall comply with all applicable federal, state, and local laws, 9 statues, ordinances, and regulations of any governmental authority having jurisdiction over the 10 PROJECT.
11 F. Legal Authority: The Parties hereto consent that they are authorized to execute this 12 Agreement on behalf of said Party and that, by so executing this Agreement, the Parties hereto are 13 formally bound to the provisions of this Agreement.
14 G. Severability: If any term, provision, covenant, or condition of this Agreement is held to be 15 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the 16 remainder of this Agreement shall not be affected thereby, and each remaining term, provision, covenant, 17 or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 18 H. Counterparts of Agreement: This Agreement may be executed and delivered in any 19 number of counterparts, each of which, when executed and delivered shall be deemed an original and all 20 of which together shall constitute the same Agreement. Facsimile/electronic signatures shall be permitted. 21 I. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or 22 authority hereunder may be assigned in whole or in part by either Party without the prior written consent 23 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed 24 void and of no force and effect. Consent to one assignment shall not be deemed consent to any 25 subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. 26 /
COOPERATIVE AGREEMENT NO. C-3-2417
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
1 J. Governing Law: The laws of the State of California and applicable local and federal laws, 2 regulations, and guidelines shall govern this Agreement. 3 K. Litigation Fees: Should litigation arise out of this Agreement for the performance thereof, 4 the court shall award costs and expenses, including attorney's fees, to the prevailing Party. 5 L. Notices: Any notices, requests, or demands made between the Parties pursuant to this 6 Agreement are to be directed as follows:
7 To PARTICIPATING AGENCY: To AUTHORITY:
8 City of Huntington Beach Orange County Transportation Authority 9 2000 Main Street 550 South Main Street
10 Huntington Beach, CA 92648 P. O. Box 14184
11 Orange, CA 92863-1584
12 Attention: Bob Stachelski Attention: Michael Le
13 Transportation Manager Senior Contract Administrator 14 Tel: (714) 536-5523 Tel: (714) 560-5314
15 Email: [email protected] Email: [email protected] 16 With a Copy that shall not constitute Notice to:
17 CC: Alicia Yang
18 OCTA Project Manager
19 Tel: (714) 560-5362
20 Email: [email protected]
21 M. Force Majeure: Either Party shall be excused from performing its obligations under this 22 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable 23 cause beyond its control, including but not limited to: any incidence of fire, flood; acts of God; 24 commandeering of material, products, plants or facilities by the federal, state or local government; national 25 fuel shortage; or a material act or omission by the other Party, when satisfactory evidence of such cause 26
COOPERATIVE AGREEMENT NO. C-3-2417
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
1 is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond 2 the control and is not due to the fault or negligence of the Party not performing. 3 This Agreement shall be made effective upon execution by all Parties. 4 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-2417 to be 5 executed as of the date of the last signature below.
6 CITY OF HUNTINGTON BEACH ORANGE COUNTY TRANSPORTATION AUTHORITY 7 8 By: _ By:
Tony Strickland Meena Katakia
9 Mayor Manager, Capital Projects
10 11 Dated: Dated:
12 ATTEST: APPROVED AS TO FORM:
13 14 By: _ By:
Robin Estanislau James M. Donich
15 City Clerk
General Counsel
16 Dated: _ Dated: 1/25/23
17 18
19 APPROVED AS TO FORM
20 21 antia cal
22 Michael E. Gates
23 City Attorney
24 25 Dated:
26 Em