COOPERATIVE AGREEMENT NO. C-3-3058
2 BETWEEN
3 ORANGE COUNTY TRANSPORTATION AUTHORITY
4 AND
5 CITIES OF HUNTINGTON BEACH, LA HABRA, LAKE FOREST, NEWPORT BEACH, 6 RANCHO SANTA MARGARITA, SEAL BEACH, AND YORBA LINDA
7 FOR
8 ALTERNATIVE SIGNAL COMMUNICATION DEMONSTRATION PROJECT THIS COOPERATIVE AGREEMENT (Agreement), is effective this day of 10 _ 202_ ("Effective Date"), by and between the Orange County Transportation 11 Authority, 550 South Main Street, P.O. Box 14184, Orange California 92863-1584, a public corporation 12 of the State of California (herein referred to as "AUTHORITY") and the cities of Huntington Beach, La 13 Habra, Lake Forest, Newport Beach, Rancho Santa Margarita, Seal Beach, and Yorba Linda (hereinafter 14 referred to as each a "PARTICIPATING AGENCY", collectively as the "PARTICIPATING AGENCIES"), 15 each individually known as "Party" and collectively known as the "Parties". 16 RECITALS:
17 WHEREAS, AUTHORITY and PARTICIPATING AGENCIES agree to evaluate, select, and 18 implement alternative signal communication solutions as a demonstration for the region to evaluate; and 19 WHEREAS, on June 13, 2022, AUTHORITY entered into an agreement with Iteris, Inc. (Iteris), 20 for a demonstration of alternative signal communication solutions; and 21 WHEREAS, PARTICIPATING AGENCIES have indicated their desire to upgrade or install new 22 communication infrastructure as part of the Alternative Signal Communication Demonstration Project 23 (hereinafter referred to as "PROJECT"); and
24 WHEREAS, the PROJECT will include twenty-two (22) traffic signal communication network 25 infrastructure upgrades, as identified in Attachment A; and 26 /
Last Rev: 4/25/2022
AGREEMENT NO. C-3-3058
1 WHEREAS, the PROJECT will include communication network infrastructure upgrades, such as 2 hardware to support the management of each PARTICIPATING AGENCY's traffic network; and 3 WHEREAS, PARTICIPATING AGENCIES will each be responsible for their jurisdictional portion 4 of the operation and maintenance of PROJECT; and
5 WHEREAS, AUTHORITY and PARTICIPATING AGENCIES have previously cooperated, and 6 will continue to cooperate, in carrying out traffic signal synchronization and other Intelligent Transportation 7 Systems (ITS) improvements; and
8 WHEREAS, AUTHORITY and PARTICIPATING AGENCIES acknowledge their mutual desire to 9 enter into this Cooperative Agreement to formalize the terms and conditions and to establish guidelines 10 and responsibilities between AUTHORITY and PARTICIPATING AGENCIES, for mutually agreed upon 11 services for the improvement of the PROJECT.
12 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and 13 PARTICIPATING AGENCIES as follows:
14 ARTICLE 1. COMPLETE AGREEMENT
15 A. This Agreement, including any attachments incorporated herein and made applicable by 16 reference, constitutes the complete and exclusive statement of the terms) and conditions(s) of this 17 Agreement between AUTHORITY and PARTICIPATING AGENCIES and it supersedes all prior 18 representations, understandings, and communications. The invalidity in whole or in part of any term or 19 condition of this Agreement shall not affect the validity of other terms) or conditions(s) of this Agreement. 20 The above referenced Recitals are true and correct and are incorporated by reference herein. 21 B. AUTHORITYS' failure to insist on any instance(s) of PARTICIPATING AGENCIES 22 performance of any terms) or conditions) of this Agreement shall not be construed as a waiver or 23 relinquishment of AUTHORITY's right to such performance or to future performance of such terms) or 24 condition(s), and PARTICIPATING AGENCIES obligation in respect thereto shall continue in full force 25 and effect. Changes to any portion of this Agreement shall not be binding upon AUTHORITY except 26 when specifically confirmed in writing by an authorized representative of AUTHORITY by way of a written
AGREEMENT NO. G-3-3058
1 amendment to this Agreement and issued in accordance with the provisions of this Agreement. 2 C. PARTICIPATING AGENCIES failure to insist on any instance(s) of AUTHORITY'S 3 performance of any terms) or conditions) of this Agreement shall not be construed as a waiver or 4 relinquishment of PARTICIPATING AGENCIES right to such performance or to future performance of 5 such terms) or conditions), and AUTHORITY's obligation in respect thereto shall continue in full force 6 and effect. Changes to any portion of this Agreement shall not be binding upon a PARTICIPATING 7 AGENCY except when specifically confirmed in writing by an authorized representative of that 8 PARTICIPATING AGENCY by way of a written amendment to this Agreement and issued in accordance 9 with the provisions of this Agreement.
ARTICLE 2. SCOPE OF AGREEMENT
11 This Agreement specifies the roles and responsibilities of the Parties as they pertain to the 12 subjects and projects addressed herein. Both AUTHORITY and PARTICIPATING AGENCIES agree 13 that each will cooperate and coordinate with the other in all activities covered by this Agreement and any 14 other supplemental agreements that may be required to facilitate purposes thereof. 15 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
16 AUTHORITY agrees to the following responsibilities for PROJECT:
17 A. To oversee the procurement, configuration, and installation of ITS devices at 18 PARTICIPATING AGENCY-specified intersections to enable communication from the traffic controllers 19 and the PARTICIPATING AGENCIES' Advanced Traffic Management System (ATMS) at no cost to the 20 PARTICIPATING AGENCIES.
21 B. To accept responsibility for and to maintain in good condition the AUTHORITY installed ITS 22 devices for the duration of the PROJECT.
23 C. To provide instructions, manuals, guidance, and formats to PARTICIPATING AGENCIES to 24 enable PARTICIPATING AGENCIES to comply with the monitoring and reporting requirements for the 25 duration of the PROJECT.
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AGREEMENT NO. G-3-3058
D. To remove any AUTHORITY installed ITS devices at the conclusion of the PROJECT upon 2 request by a PARTICIPATING AGENCY, at no cost to PARTICIPATING AGENCIES. 3 ARTICLE 4. RESPONSIBILITIES OF PARTICIPATING AGENCIES 4 PARTICIPATING AGENCIES agree to the following responsibilities for PROJECT:
5 A. To designate intersections within PARTICIPATING AGENCY's jurisdiction for AUTHORITY 6 to install ITS devices for the PROJECT.
7 B. To be solely responsible for maintaining the PARTICIPATING AGENCY's traffic signal 8 operation utilized for the PROJECT within PARTICIPATING AGENCY's jurisdiction, except for 9 AUTHORITY installed ITS devices.
10 C. To inform AUTHORITY of new traffic signal installations and any traffic signal modifications, 11 to PARTICIPATING AGENCY's overall traffic signal system, which would materially affect performance 12 of traffic signal communication by AUTHORITY installed ITS devices. 13 D. To continue to be responsible for and to maintain in good condition appropriate traffic signal 14 controllers for PARTICIPATING AGENCY's traffic signal operation within such PARTICIPATING 15 AGENCY's jurisdiction for the duration of the PROJECT. 16 E. To evaluate and accept all implementation of the PROJECT in PARTICIPATING AGENCY'S 17 jurisdiction in accordance with PARTICIPATING AGENCY's requirements. 18 F. To be responsible for monitoring the devices and the communication links between the traffic 19 signal controllers and PARTICIPATING AGENCY's ATMS to ensure they stay operational. 20 G. To accept responsibility for and to maintain in good condition the AUTHORITY installed ITS 21 devices within AGENCY's jurisdiction upon completion of PROJECT; or, at a PARTICIPATING 22 AGENCY's sole discretion, to request that AUTHORITY remove AUTHORITY installed ITS devices at no 23 cost to PARTICIPATING AGENCIES following completion the PROJECT. 24 ARTICLE 5. MUTUAL RESPONSIBILITES OF PARTIES
25 AUTHORITY and PARTICIPATING AGENCIES agrees to the following responsibilities for 26 PROJECT:
AGREEMENT NO. C-3-3058
1 A. To work together in good faith, using reasonable efforts to resolve any unforeseen issues and 2 disputes arising out of the performance of this Agreement. 3 B. This Agreement shall not be construed as changing the role of a PARTICIPATING AGENCY 4 in upgrading its existing communication infrastructure, within its jurisdiction. 5 ARTICLE 6. DELEGATED AUTHORITY
6 The actions required to be taken by PARTICIPATING AGENCIES in the implementation of this 7 Agreement are delegated to its City Manager, or City Manager's designee, and the actions required to 8 be taken by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief 9 Executive Officer or designee.
10 ARTICLE 7. AUDIT AND INSPECTION
11 AUTHORITY and PARTICIPATING AGENCIES shall maintain a complete set of records in 12 accordance with generally accepted accounting principles. Upon reasonable notice, PARTICIPATING 13 AGENCIES shall permit the authorized representatives of the AUTHORITY to inspect and audit all work, 14 materials, payroll, books, accounts, and other data and records of PARTICIPATING AGENCIES for a 15 period of four (4) years after final payment, or until any on-going audit is completed. For purposes of 16 audit, the date of completion of this Agreement shall be the date of PARTICIPATING AGENCIES 17 payment of AUTHORITY's final billing (so noted on the invoice) under this Agreement, AUTHORITY shall 18 have the right to reproduce any such books, records, and accounts. The above provision with respect to 19 audits shall extend to and/or be included in contracts with PARTICIPATING AGENCIES contractor. 20 ARTICLE 8. INDEMNIFICATION
21 A. To the fullest extent permitted by law, PARTICIPATING AGENCIES shall defend (at 22 PARTICIPATING AGENCIES sole cost and expense with legal counsel reasonably acceptable to 23 AUTHORITY), indemnify, protect, and hold harmless AUTHORITY, its officers, directors, employees, and 24 agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, 25 claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, 26 penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not
AGREEMENT NO. C-3-3058
1 limited to Claims arising from injuries to or death of persons (PARTICIPATING AGENCIES employees 2 included), for damage to property, including property owned by AUTHORITY, or from any violation of any 3 federal, state, or local law or ordinance, by the negligent acts, omissions or willful misconduct of .4 PARTICIPATING AGENCIES, its officers, directors, employees or agents in connection with or arising 5 out of the performance of this Agreement.
B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole cost and expense with legal counsel reasonably acceptable to PARTICIPATING AGENCIES), indemnify, 8 protect, and hold harmless PARTICIPATING AGENCIES, its officers, directors, employees, and agents 9 (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, 10 demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, 11 penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not 12 limited to Claims arising from injuries to or death of persons (AUTHORITY's employees included), for 13 damage to property, including property owned by PARTICIPATING AGENCIES, or from any violation of 14 any federal, state, or local law or ordinance, by the negligent acts, omissions or willful misconduct of 15 AUTHORITY, its officers, directors, employees or agents in connection with or arising out of the 16 performance of this Agreement.
17 C. The indemnification and defense obligations of this Agreement shall survive its expiration or 18 termination.
19 ARTICLE 9. ADDITIONAL PROVISIONS
20 A. Term of Agreement: This Agreement shall be in full force and effect through 21 December 31, 2024.
22 B. Termination: In the event either Party defaults in the performance of their obligations under 23 this Agreement or breaches any of the provisions of this Agreement, the non-defaulting Party shall have 24 the option to terminate this Agreement upon thirty (30) days' prior written notice to the other Party. 25 26
AGREEMENT NO. C-3-3058
1 C. Iermination for Convenience: Either Party may terminate this Agreement for its convenience 2 by providing thirty (30) days' prior written notice of its intent to terminate for convenience to the other 3 Party.
4 D. AUTHORITY and PARTICIPATING AGENCIES shall comply with all applicable federal, state, 5 and local laws, statutes, ordinances and regulations of any governmental authority having jurisdiction 6 over the PROJECT.
7 E. Legal Authority: AUTHORITY and PARTICIPATING AGENCIES hereto consent that they 8 are authorized to execute this Agreement on behalf of said Parties and that, by so executing this 9 Agreement, the Parties hereto are formally bound to the provisions of this Agreement. 10 F. Severability: If any term, provision, covenant or condition of this Agreement is held to be 11 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the 12 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or 13 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 14 G. Counterparts of Agreement: This Agreement may be executed and delivered in any number 15 of counterparts, each of which, when executed and delivered shall be deemed an original and all of which 16 together shall constitute the same agreement. Electronic signatures will be permitted. 17 H. Amendments: This Agreement may be amended in writing at any time by the mutual consent 18 of all Parties. No amendment shall have any force or effect unless executed in writing by both Parties. 19 1. Force Majeure: Either Party shall be excused from performing its obligations under this 20 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable 21 cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God; 22 commandeering of material, products, plants or facilities by the federal, state or local government; national 23 fuel shortage; or a material act or omission by another Party; when satisfactory evidence of such cause 24 is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond 25 the control and is not due to the fault or negligence of the Party not performing. 26
AGREEMENT NO. C-3-3058
1 J. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or 2 authority hereunder may be assigned in whole or in part by either Party without the prior written consent 3 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed 4 void and of no force and effect. Consent to one assignment shall not be deemed consent to any 5 subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. 6 K. Governing Law: The laws of the State of California and applicable local and federal laws, 7 regulations and guidelines shall govern this Agreement. 8 L. Litigation fees: Should any of the Parties commence an action against any of the other 9 Parties, either legal, administrative or otherwise, to enforce or interpret the provisions of this Agreement, 10 the court shall award costs and expenses, including attorney's fees, to the prevailing party. 11 M. Notices: Any notices, requests, or demands made between the Parties pursuant to this 12 Agreement are to be directed as follows:
13 To HUNTINGTON BEACH: To AUTHORITY:
14 2000 Main Street 550 S. Main Street
Huntington Beach, California 92648 P.O. Box 14184
15 Attention: William F. Janusz Orange, California 92863-1584 16 Principal Civil Engineer Attention: Megan Borman
17 Senior Contract Administrator
Tel: (714) 374-1628
18 E-mail: [email protected] Tel: (714) 560-5064
E-mail: [email protected]
19 TO LA HABRA:
CC: Alicia Yang
20 110 East La Habra Boulevard Project Manager
21 La Habra, California 90631 Tel: (714) 560-5362
Attention: Michael Plotnik E-mail: [email protected]
22 Traffic Manager
23 Tel: (562) 383-4162
24 E-mail: [email protected]
25 /
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AGREEMENT NO. C-3-3058
1 To LAKE FOREST:
100 Civic Center Drive
2 Lake Forest, California 92630
3 Attention: Tran Tran
4 Traffic Engineering Manager - Public Works
5 Tel: (949) 461-3485
E-mail: [email protected]
6 To NEWPORT BEACH:
7 100 Civic Center Drive
8 Newport Beach, California 92660
9 Attention: Brad Sommers
10 City Traffic Engineer
Tel: (949) 644-3326
E-mail: [email protected]
12 13 To RANCHO SANTA MARGARITA:
22112 El Paseo
14 Rancho Santa Margarita, California 92688
15 Attention: Wilson Leung
16 Principal Engineer
17 Tel: (949) 635-1800 ext. 6506
E-mail: [email protected]
18 To SEAL BEACH:
19 211 8' Street
20 Seal Beach, California 90740
21 Attention: Iris Lee
22 Director of Public Works
23 Tel: (562) 431-2527
E-mail: [email protected]
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AGREEMENT NO. C-3-3058
1 To YORBA LINDA:
4845 Casa Loma Avenue
2 Yorba Linda, California 92886
3 Attention: Tony L. Wang
4 Traffic Engineering Manager
5 Tel: (714) 961-7175
E-mail: [email protected]
6 7 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be 8 executed as of the date of the last signature below.
9 CITY OF HUNTINGTON BEACH ORANGE COUNTY TRANSPORTATION AUTHORITY 10 11 By: _ By:
Gracey Van Der Mark Lydia Bilynsky
12 Mayor Department Manager, Capital Projects
13 ATTEST: APPROVED AS TO FORM:
14 James Donich
By:_ y: JamesDonich (Dee 29, 2023 13:22 PS)
16 Robin Estanislau James M. Donich
City Clerk General Counsel
17 18
19 APPROVED AS TO FORM
20 By: - CCH
21 Michael E. Gates
City Attorney
22 23
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AGREEMENT NO. G-3-3058
1 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be 2 executed as of the date of the last signature below.
3 CITY OF LA HABRA
4 5 By:
Albert Mendoza
6 City Manager
ATTEST:
8 9
By: _
10 Laurie Swindell
11 City Clerk
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AGREEMENT NO. C-3-3058
1 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be 2 executed as of the date of the last signature below.
3 CITY OF LAKE FOREST
4 5
Thomas E. Wheeler
6 Director of Public Works
7 ATTEST:
8 9
By:.
10 Lisa Berglund
11 City Clerk
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16 17
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20 21
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AGREEMENT NO. C-3-3058
1 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be 2 executed as of the date of the last signature below.
3 CITY OF NEWPORT BEACH
4 5 By:
Brad Sommers
6 City Traffic Engineer
ATTEST:
8 9
By:
10 Leilani I. Brown
11 City Clerk
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16 17
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AGREEMENT NO. C-3-3058
1 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be 2 executed as of the date of the last signature below.
3 CITY OF RANCHO SANTA MARGARITA
4 5 By:.
Wilson Leung
6 Principal Engineer
7 ATTEST:
8 9
10 Amy Diaz
11 City Clerk
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AGREEMENT NO. C-3-3058
1 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be 2 executed as of the date of the last signature below.
3 CITY OF SEAL BEACH
4 5 By:
Iris Le
6 Director of Public Works
• 7
ATTEST:
8 9
By: _
10 Gloria Harper
11 City Clerk
12 13
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AGREEMENT NO. C-3-3058
1 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be 2 executed as of the date of the last signature below.
3 CITY OF YORBA LINDA
4 5 By:.
Mark Pulone
6 City Manager
7 ATTEST:
8 9
By: _
10 Marcia Brown
= City Clerk
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AGREEMENT NO. C-3-3058
ATTACHMENT A
City North/South East/West
Bolsa Chica Street Hell Avenue
2 Del Mar Lane Heil Avenue
Graham Street Heil Avenue
4 Huntington Springdale Street Heil Avenue
5 Beach Trudy Lane Heil Avenue
6 Edward Street Heil Avenue
7 Goldenwest Street Heil Avenue
8 Gothard Street Heil Avenue
Euclid Street Bridenbecker Avenue
La Habra Euclid Street Lambert Road
10 11 El Toro Road Pheasant Run
Lake Forest Ridgeline Road
12 El Toro Road
13 Newport Beach Bayside Drive Pedestrian Signal at Promontory 14 Via Arribo Melinda Road
15 Rancho Santa Via Regressos Melinda Road
16 Margarita Rancho Trabuco Melinda Road
17 Altisima Melinda Road
Heather Street Lampson Avenue
Seal Beach Rose Street Lampson Avenue
Tulip Street Lampson Avenue
Lakeview Avenue Bastanchury Road
Yorba Linda Lakeview Avenue Lemon Drive