To:
CITY OF LAGUNA NIGUEL
CITY COUNCIL AGENDA ITEM
Honorable Mayor and Council Members
FROM: Kevin X. O'Connor, Acting Public Works Director
DATE: October 6, 2026
SUBJECT: Approval of Cooperative Agreement with the Cities of Laguna Hills and Mission Viejo for the Cabot Road Regional Traffic Signal Synchronization Program Project
RECOMMENDATION
Staff recommends that the City Council:
1. Approve the Cooperative Agreement by and between the City of Laguna Niguel and the cities of Laguna Hills and Mission Viejo for the Cabot Road Regional Traffic Signal Synchronization Program Project;
2. Authorize the Mayor and the City Clerk to execute the agreement; and,
3. Authorize the City Manager to execute future amendments to the agreement.
BACKGROUND
As part of Renewed Measure M (M2), the Orange County Transportation Authority (OCTA) is responsible for implementing traffic signal coordination projects under the Regional Traffic Signal Synchronization Program (RTSSP), also known as Project "P".
These projects will improve traffic flow by providing traffic signal infrastructure improvements and synchronization on major corridors that cross several jurisdictions, totaling over 2,000 signalized intersections across Orange County.
In Summer 2025, OCTA funded the Cabot Road RTSSP, from La Paz Road in Laguna Hills to Paseo De Colinas in Laguna Niguel. The project corridor is approximately 3.5 miles long and spans three agencies, and includes 16 traffic signals, 8 of which are located in Laguna Niguel. A vicinity map is provided as Attachment "A". The project is currently in the design phase and will install new fiber optic communications, traffic signal cabinets, and traffic signal controllers along the corridor within Laguna Niguel.
Page2
All participating agencies within the project corridor are required to enter into a Cooperative Agreement with the lead agency. In the past, the City of Laguna Niguel entered into a similar Cooperative Agreement as part of the Alicia Parkway Regional Traffic Signal Synchronization Program Project where the City of Laguna Niguel served as the lead agency.
ANALYSIS
The Cooperative Agreement describes the scope of work and responsibilities for each agency on this project (Attachment B). As the lead agency, Laguna Niguel would be responsible for managing the design, construction, and maintenance phases of the project as well as seeking reimbursement payments from OCTA and the participating agencies for completed work. The Cooperative Agreement specifies the dollar match amounts that would be invoiced by the City of Laguna Niguel to each participating agency, and the participating agencies would be responsible for making payments within 30 days of receipt of invoices.
ALTERNATIVES CONSIDERED
The City Council may decide not to approve the Cooperative Agreement. This alternative is not recommended because a Cooperative Agreement is a requirement of the grant funding and is necessary to invoice participating agencies for reimbursement payments.
FISCAL REVIEW
OCTA covers up to 80% of the total project cost and requires a minimum local match of 20% from each agency for its portion of the project. The estimated cost for the work within Laguna Niguel is $465,756. The City's required 20% match is approximately $93,151, which the City Council appropriated as part of the Capital Improvement Program Budget.
Estimated Total Project Cost
Measure M2 Grant Funds
Other Cities' Match
City of Laguna Niguel's Match
General Funds
LEGAL REVIEW
$1,036,282
$829,026
$114,105
$93,151
The City Attorney's Office has reviewed this report and the Cooperative Agreement and has approved both documents as to form.
CONCLUSION
Staff recommends that the City Council:
1. Approve the Cooperative Agreement by and between the City of Laguna Niguel and the cities of Laguna Hills and Mission Viejo for the Cabot Road Regional Traffic Signal Synchronization Program Project;
2. Authorize the Mayor and the City Clerk to execute the agreement; and ,
3. Authorize the City Manager to execute future amendments to the agreement. ~ ' ~ ~ -
Tamara S. Letourneau Scott C. Smith
City Manager City Attorney
~X.6~
Kevin X. O'Connor
Acting Public Works Director Principal Civil Engineer
Attachments:
A. Vicinity Map
B. Cooperative Agreement for the Cabot Road Regional Traffic Signal Synchronization Program Project
ATTACHMENT A
Vicinity Map
Attachment A: Cabot Road Vicinity Map
Scale: 1:35,000
AL 15 0
VIE .LJ O
Cabot Road RTSSP Project
0 ~ /
W~w E)
s
½
Miles /
/
Project Signals
0 MissionViejol11
• Caltrans 111
0 Laguna Hills 161
0 Laguna Niguel 141
Proposed Offset
Signals
6 Mission Viejo 121
6 Laguna Niguel 141
I
- Cabot Road Project Corridor
ATTACHMENT B
Cooperative Agreement for the Cabot Road Regional Traffic Signal ' Synchronization Program Project
COOPERATIVE AGREEMENT
BY AND BETWEEN
THE CITY OF LAGUNA NIGUEL
AND
THE CITIES OF LAGUNA HILLS AND MISSION VIEJO
FOR THE
CABOT ROAD REGIONAL TRAFFIC SIGNAL SYNCHRONIZATION PROGRAM
PROJECT
This Cabot Road Regional Traffic Signal Synchronization Program Project Cooperative Agreement ("AGREEMENT") is entered into as of _______ _ 2026 ("Effective Date") by and between the CITY OF LAGUNA NIGUEL, hereinafter referred to as "LAGUNA NIGUEL", and the Cities of Laguna Hills and Mission Viejo, hereinafter referred to as "LAGUNA HILLS" AND "MISSION VIEJO" respectively, jointly referred to as "AGENCIES". LAGUNA NIGUEL and AGENCIES are sometimes referred to herein individually as a "PARTY" or collectively as the "PARTIES".
RECITALS:
WHEREAS, Cabot Road between La Paz Road and Paseo De Colinas is geographically located in the Cities of Laguna Niguel, Laguna Hills, and Mission Viejo; and
WHEREAS, c'abot Road at Vista Viejo Road is maintained by MISSION VIEJO; and
WHEREAS, Cabot Road at La Paz Road/Interstate 5 Southbound Off-Ramp is maintained by the State of California, hereinafter referred to as "STATE" or I "CAL TRANS"; and
WHEREAS·, Cabot Road between La Paz Road and Oso Parkway and between Rapid Falls Road and Park Entrance are maintained by LAGUNA HILLS; and WHEREAS, Gabot Road between Cabot Road and Paseo de Colinas is maintained by LAGUNA NIGUEL; and
WHEREAS·, the Measure M2 Regional Traffic Signal Synchronization Program
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(RTSSP) targets o·ver 2,000 signalized intersections across Orange County to maintain traffic signal synchronization, improve traffic flow and reduce congestion across jurisdictions; and
WHEREAS., LAGUNA NIGUEL and AGENCIES are committed to implementing multi-jurisdictional signal synchronization to enhance countywide traffic flow and reducing congestion; and
I
WHEREAS, LAGUNA NIGUEL has been awarded Project P funds based on the application ("APPLICATION") prepared by LAGUNA NIGUEL for the implementation of signal synchronization of traffic signals along the Cabot Road Corridor between La Paz Road and Paseo D~ Colinas (hereinafter, "PROJECT"); and WHEREAS, LAGUNA NIGUEL and AGENCIES will provide matching funds as required by the Orange County Comprehensive Transportation Funding Programs; and WHEREAS, LAGUNA NIGUEL agrees to act as the lead agency for design, construction and management of PROJECT; and
WHEREAS, the PROJECT will include twelve (12) traffic signals along Cabot Road, between La Paz Road and Paseo De Colinas, and located in the Cities of Laguna Niguel, Laguna Hills, and Mission Viejo. Additionally, four (4) offset signalized intersections are included, for a total of sixteen (16) signals, as shown in Attachment A; and
WHEREAS, the PROJECT will include Intelligent Transportation System (ITS) elements identified in, the Application and other associated systems ("ITS Elements"), that will be constructed and/or installed and implemented as part of the PROJECT; and WHEREAS;the PROJECT Scope of Work also includes the ongoing monitoring and maintenance of the coordinated signal system's operation, including system communication/dete~tion upkeep, for two years; and
WHEREAS, LAGUNA NIGUEL agrees to work with AGENCIES to coordinate the inclusion of other ITS elements that must be installed before or at the same time as the construction of the PROJECT and are not part of this AGREEMENT; and WHEREAS, ,a'II costs associated with the inclusion of these other elements, if any, are the sole .responsibility of the PARTY owning each and any of those other elements; and
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WHEREAS, LAGUNA NIGUEL and each other respective PARTY acknowledge and understand that ,in-house resources (staff hours) from each PARTY will provide various services for the PROJECT per the Application; and WHEREAS', LAGUNA NIGUEL and each other respective PARTY acknowledge and understand that PROJECT costs for various types of additional work required by each respective PARTfY may not have been included in the original application and therefore those costs are not included in the PROJECT allocation; and WHEREAS, 'LAGUNA NIGUEL and each other respective PARTY agree that these additional costs will be paid by the PROJECT only with written approval by LAGUNA NIGUEL, which may result in additional dollar match; and WHEREAS, .LAGUNA NIGUEL agrees to implement the PROJECT as referenced on the Application; and
WHEREAS, th~ PARTIES desire to enter into this AGREEMENT to implement the PROJECT in support of Project P as part of M2; and
WHEREAS,the PARTIES agree to contribute the share of the PROJECT as set forth in the Application, shown in Attachment B and incorporated herein by reference; and
WHEREAS, in the event the cost of the PROJECT exceeds the estimates as submitted in the Application prepared by LAGUNA NIGUEL, the PARTIES agree to meet and determine revisions to the PROJECT to satisfy the budget(s) or revised funding proposal(s) by the PARTIES, which shall be documented and submitted in writing as an amendment to the AGREEMENT. Any cost overruns shall be the financial responsibility of the jurisdiction where the work improvement occurs or as the case may be, causes the required improvement; and I
WHEREAS, this AGREEMENT defines the roles, specific terms, conditions and responsibilities between LAGUNA NIGUEL and AGENCIES; and WHEREAS, the City of LAGUNA HILLS's City Council approved_ this AGREEMENT on the ___ day of ___ , 2026; and
WHEREAS, the City of MISSION VIEJO's City Council approved this AGREEMENT on the ___ day of ___ , 2026; and
WHEREAS, the City of LAGUNA NIGUEL's City Council approved this
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AGREEMENT on the ___ day of ___ , 2026; and
AGREEMENT
NOW, THE~EFORE, it is mutually understood and agreed by LAGUNA NIGUEL and AGENCIES as follows:
ARTICLE 1. COMPLETE AGREEMENT
A. This AGREEMENT, including any attachments incorporated herein and made applicable by reference, constitutes the complete and exclusive statement of the term(s) and condition(s) of the AGREEMENT between LAGUNA NIGUEL and AGENCIES concerning the PROJECT and it supersedes all prior representations, understandings and communications between the PARTIES. 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 condition(s) of the AGREEMENT. The above referenced Recitals are true and correct and are incorp'orated by reference herein.
B. LAGUNA NIGUEL's failure to insist on any instance(s) of AGENCIES' performance of any term(s) or condition(s) of this AGREEMENT shall not be construed as a waiver or relinquishment of LAGUNA NIGUEL's right to such performance or to future performance of such term(s) or condition(s), and AGENCIES' obligation in respect thereto shall continue in full force and effect. Changes to any portion of this AGREEMENT shall not be binding upon LAGUNA NIGUEL except when specifically confirmed in writing by an authorized representative of LAGUNA NIGUEL by way of a written amendment to this AGREEMENT and issued in accordance with the provisions of this AGREEMENT.
C. AGENCIES' failure to insist on any instance(s) of LAGUNA NIGUEL'S performance of any term(s) or condition(s) of this AGREEMENT shall not be construed as a waiver or relinquishment of AGENCIES' right to such performance or to future performance of such term(s) or condition(s), and LAGUA NIGUEL's obligation in respect thereto shall continue in full force and effect. Changes to any portion of this AGREEMENT shall not be binding upon AGENCIES except when specifically confirmed in writing by an aut~orized representative of AGENCIES by way of a written amendment to this AGREEMENT and issued in accordance with the provisions of this AGREEMENT.
ARTICLE 2. SCOPE OF AGREEMENT
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This AGREEMENT specifies the roles and responsibilities of the PARTIES as they pertain to the subjects and PROJECT addressed herein. Both LAGUNA NIGUEL and 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 LAGUNA NIGUEL
LAGUNA NIGUEL as the Lead Agency agrees to the following responsibilities for the implementation of the PROJECT: I
A. LAGUNA' NIGUEL shall serve as lead agency for design, construction and construction management of PROJECT and _shall provide oversight by establishing PROJECT milestones and overseeing the PROJECT development to ensure compliance with all standards and requirements set forth in this AGREEMENT.
B. LAGUNA NIGUEL shall be responsible for completing the PROJECT in accordance with the funding guidelines and any and all other federal, state, and Orange County Transportation Authority (OCTA) requirements related to these funding programs, as well as, any and all applicable statutes and regulations including, but not limited to, bidding laws, prevailing wage and other labor laws, provisions of the California Building • Standards Code, and the California Environmental Quality Act (CEQA) and the Guidelines thereunder. •
C. LAGUNA 'NIGUEL shall provide AGENCIES with a copy of all design documents for ~GENCIES' approval of work to be performed in AGENCIES' jurisdictions prior to LAGUNA NIGUEL advertising for bids.
D. LAGUNA NIGUEL shall provide staff, consultants, and contractors deemed I necessary and appropriate to manage, administer, coordinate and oversee engineering design and construction management of the PROJECT. LAGUNA NIGUEL shall require all such consultants and contractors to obtain and maintain comprehensive general liability, automobile , liability, workers' compensation and employers' liability, and professional liability insurance policies meeting the applicable requirements of the Consultant Contract and Bidders Specifications for the PROJECT and to indemnify, defend and hold each of the AGENCIES and their respective elected officials, officers, employees, agents 'and volunteers ("lndemnitees") free and harmless, including
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payment of attorneys\ and experts' fees, with respect to any and all claims and liabilities of any kind arising out of each such contractor's acts or omissions in the performance of work on the PROJECT, to the maximum extent permitted by law. LAGUNA NIGUEL shall require all such ,contractors to name the lndemnitees as additional insureds on all commercial general and automobile liability policies required by LAGUNA NIGUEL for the PROJECT.
E. The budget for the PROJECT is One Million Thirty-Six Thousand Two Hundred Eighty-Two Dollars And Forty Cents ($1,036,282.40). Eight Hundred TwentyNine Thousand Twenty-Five Dollars And Ninety-Two Cents ($829,025.92) is funded by the OCTA Project P/Regional Traffic Signal Synchronization Program. Minimum PROJECT matching funds of twenty percent (20%) amount to Two Hundred Seven Thousand Two Hundred Fifty-Six Dollars And Forty-Eight Cents ($207,256.48).
LAGUNA NIGUEL's share of the match amounts to Ninety-Three Thousand One Hundred Fifty-One Dollars And Twenty Cents ($93,151.20) Documentation of LAGUNA NIGUEL'S in-kind services, such as administrative services, shall meet OCTA I Comprehensive Transportation Funding Program (CTFP) Guidelines.
F. LAGUNA NIGUEL shall maintain coordination with AGENCIES for construction of the PROJECT.
G. LAGUNA. f;,JIGUEL specifically shall coordinate construction activity for the PROJECT within AGENCIES and provide a schedule of the construction activity for the PROJECT within AGENCIES that is acceptable to AGENCIES. In the event of planned street closures, LAGUNA NIGUEL shall provide prior notice to, and receive approval from, the responsible· AGENCY, prior to the execution of the street closure.
H. LAGUNA NIGUEL shall require AGENCIES and its officers and employees to be named as additional insured on the constru_ction contractors' liability insurance policies.
I. LAGUNA N
1 IGUEL shall collect manual intersection turning movement and automated machine traffic counts for the Caltrans-owned locations of Interstate 5 Southbound Off-Ramp.
J. LAGUNA NIGUEL shall implement required signal improvements at the locations set forth in the Application.
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K. LAGUNA NIGUEL shall implement the PROJECT based on the intent of the usage in the Application, prepared by LAGUNA NIGUEL in accordance with the policies and procedures contained in the CTFP Guidelines.
L. LAGUNA NIGUEL shall provide formats, templates, and guidance in reporting requirements as described in the CTFP Guidelines.
M. LAGUNA NIGUEL shall manage, procure, implement, and complete all aspects of the PROJECT as identified in the Application. I N. LAGUNA NIGUEL shall cooperate with the OCTA and coordinate outreach efforts· for the Primary Implementation (design and construction) phase of the PROJECT.
0. LAGUNA ,NIGUEL shall prepare a Project Final Report (Measure M2 Ordinance No. 3, Section 8.111.9) for the PROJECT. LAGUNA NIGUEL shall provide the Project Final Report for the PROJECT to AGENCIES in draft and final formats for comment, and comments shall be noted in the final study and incorporated as mutually agreed by all PART1IES.
P. LAGUNA NIGUEL shall provide ongoing maintenance and operation of optimized signal timing after the Primary Implementation phase of the PROJECT is completed and to continue such maintenance until the end of the three (3) year grant period.
Q. LAGUNA NIGUEL shall provide updates to AGENCIES on the PROJECT as part of the semi-annual review process until completion of the three (3) year grant period for the PROJECT. D?cuments to be provided include, but are not limited to, contracts pertinent to the PROJECT ~nd purchase orders pertinent to the PROJECT.
R. LAGUNA NIGUEL s~all invoice AGENCIES for dollar match amounts due as identified in Attachment 8, at the end of each phase.
ARTICLE 4. RESPONSIBILITIES OF AGENCIES
AGENCIES agree to the following responsibilities:
A. AGENCIES shall be responsible for providing the required documentation and funding commitments for PROJECT implementation on the STATE portions of Cabot Road within their respective geographical jurisdictions.
8. AGENCIES shall remit to LAGUNA NIGUEL within thirty (30) calendar days
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of receipt of an acceptable invoice, the PROJECT matching funds as required by the Orange County Comprehensive Transportation Funding Programs. a. LAG~NA HILLS' share of the minimum twenty percent (20%) PROJECT match amounts to Ninety-Eight Thousand Three Hundred Forty-Eight Dollars And Fifty-Six Cents ($98,348.56).
b. MISSION VIEJO'S share of the minimum twenty percent (20%) PROJECT match amounts to Fifteen Thousand Seven Hundred FiftySix Dollars And Seventy-Two Cents ($15,756.72), including up to Three Thousand One Hundred Ten Dollars And Zero Cents ($3,110.00) of inkind services.
Documentation of AGENCIES' in-kind services, such as administrative or construction inspe,ction services, shall meet OCTA CTFP Guidelines.
C. At no cost to LAGUNA NIGUEL, AGENCIES shall provide LAGUNA NIGUEL with current interse~tion, local field master and/or central system timing plans and related data no later than thirty (30) calendar days subsequent to the execution of this AGREEMENT, and updates as they occur within seven (7) calendar days of the event.
D. At no cost to LAGUNA NIGUEL, AGENCIES shall provide to LAGUNA NIGUEL appropriaty documents to utilize in the design and construction of infrastructure required to implement the desired coordinated and synchronized system and operations no later than thirty (30) calendar days subsequent to the execution of this AGREEMENT, and updates as they occur within seven (7) calendar days of the update.
E. AGENCIES shall waive all costs and fees related to any and all AGENCIES required encroachment and inspection permits required by the AGENCY for the construction phase of the PROJECT.
F. At no cost to LAGUNA NIGUEL, AGENCIES shall be responsible for coordinating the construction and/or installation of traffic control elements and other items within AGENCIES' own jurisdictions that are not requested by the AGENCIES and are NOT a part of the PROJECT Scope of Work but, by necessity, must be built concurrent with the ~ROJECT.
G. Any additional work determined to be outside the PROJECT Scope of Work shall require prior written agreement by the PARTIES, and all associated costs shall be
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funded in full by ,the responsible PARTY or PARTIES. Such funds shall be provided upfront, prior to the commencement of any related construction activities.
H. In the everit of an unanticipated cost overrun, LAGUNA NIGUEL shall meet with all AGENCIES to resolve the cost overrun. Should the PARTIES be unable to come to a resolution of the cost overrun, the AGREEMENT will terminate.
I. AGENCIES shall provide a technical representative to meet and participate as I a member of the PROJECT'S Traffic Forums.
J. AGENCIES shall authorize LAGUNA NIGUEL to manage, procure, implement, and complete all aspects of the PROJECT.
K. AGENCIES shall support the PROJECT'S implementation within the timeframe outlined in the Application and consistent with the CTFP Guidelines adopted by OCTA.
L. AGENCIES shall provide LAGUNA NIGUEL all current 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 and other ITS related data upon request. I
M. AGENCIES shall provide updates to LAGUNA NIGUEL. on the PROJECT a~ part of the semi-annual review process until completion of the three (3) year grant period for the PROJECT. Documents to be provided include, but are not limited to, payroll records, contracts p~rtinent to the PROJECT, and purchase orders pertinent to the PROJECT.
N. AGENCIES shall provide LAGUNA NIGUEL with a combined dollar and inkind services match, totaling at least twenty percent (20%) of actual PROJECT costs.
The Application estimate this amount to be· as shown in Attachment B. PARTIES shall work with LAGUNA NIGUEL to address and mitigate budget impacts. Failure to provide local dollar match and/or evidence of in-kind services match may result in the ineligibility of future participation in competitive funding opportunities.
0. AGENCIES shall provide payment for the dollar match to LAGUNA NIGUEL within thirty (30) c~lendar days of receipt of an invoice.
P. AGENCIES shall provide documentation of conformance as part of the semiPage 9 of 17 55842.00001 \45364154.1
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annual review process or as requested by LAGUNA NIGUEL, or agents of LAGUNA NIGUEL, if included <;3n in-kind services match, as identified in Attachment B.
Q. AGENCIES shall waive all cost and fees related to any and all permits that may be required, of the consultant, subconsultants, and/or service or equipment providers, if such permits are required to perform any PROJECT related work within its jurisdiction.
R. To review and approve in writing the traffic synchronization signal PS&E package within the respective jurisdiction within ten working days of receipt.
ARTICLE 5 .. MUTUAL RESPONSIBILITIES OF THE PARTIES
The PARTIES agree to the following mutual responsibilities:
A. The PARTIES shall cooperate and coordinate their staff, contractors and consultants, in providing the services and responsibilities required under this AGREEMENT to the extent practicable with respect to the performance of the PROJECT.
B. The PARTIES agree to work together in good faith, using reasonable efforts to resolve any unforeseen issues and disputes arising out of the performance of this I AGREEMENT.
C. The PARTIES shall be responsible for obtaining required STATE permits for requested improvements for their agency's jurisdiction that are a part of the PROJECT Scope of Work on th~ STATE portions of Cabot Road within their respective geographic jurisdictions.
D. This AGREEMENT may only be modified or amended upon written agreement of all PARTIES. All modifications, amendments, changes and revisions of this AGREEMENT in' whole or in part, and from time to time, shall be binding upon the PARTIES, so long as the same shall be in writing and executed by the PARTIES. No waiver of any term or conditions of this AGREEMENT shall be a continuing waiver thereof. I
E. Applicable Laws and Regulations: This AGREEMENT shall be governed by all applicable federal, state and local laws and regulations. The PARTIES warrant that in the performance of this AGREEMENT, each shall comply with all applicable federal,
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state and local laws, statutes and ordinances and all lawful orders, rules and regulations promulgated there under.
F. Any n9tice sent by first class mail, postage paid, to the address and addressee, shall be deemed to have been received three (3) business days after deposit in the U.S., Mail. The representatives of the PARTIES who are primarily responsible for the c;ldministration of this AGREEMENT, and to whom notices, demands and communications shall be given are as follows:
City of Laguna Niguel - Lead Agency
30111 Crown Valley Parkway
Laguna Niguel, CA 92677
Attention: Jason Jung
TITLE: Principal Civil Engineer
Tel: 949-362-4317 ,
Email: [email protected]
City of Laguna Hills
24035 El Toro Rd
Laguna Hills, CA 92653
Attention: Joe Ames
TITLE: Assistant City Manager
Tel: (949) 707-2655
Email: james@laguna,hillsca.gov
City of Mission Viejo
200 Civic Center
Mission Viejo, CA 92691
Attention: Mario Gutierrez
TITLE: Transportation Engineer, Traffic
Tel: (949) 470-3068
Email: [email protected]
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ARTICLE 6. DELEGATED AUTHORITY
COOPERATIVE AGREEMENT
2026 CABOT ROAD RTSSP PROJECT
The actions required to be taken by AGENCIES in the implementation of this AGREEMENT are :delegated to their respective City Managers, Directors of Public Works, or designees, and the actions required to be taken by LAGUNA NIGUEL in the implementation of th'is AGREEMENT are delegated to its City Manager, Director of Public Works, or designee. AGENCIES acknowledges this designation of authority is authorized under their respective local rules and regulations.
ARTICLE 7. ,AUDIT AND INSPECTION
LAGUNA NIGUEL and AGENCIES shall maintain a complete set of records in accordance with generally accepted accounting principles. Upon reasonable notice, AGENCIES shall permit the authorized representatives of the LAGUNA NIGUEL to inspect and audit all work,· materials, payroll, book, accounts, and other data and records of AGENCIES for a p~riod or 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 the LAGUNA NIGUEL's payment of consultant's final billing I (so noted on the paid invoice) under this AGREEMENT.
LAGUNA NIG.UEL shall have the right to reproduce any such books, records, and accounts. The above provision with respect to audits shall extend to and/or be included in contracts with AGENGIES' contractors.
ARTICLE 8. INDEMNIFICATION
A. To the fullest extent permitted by Law, AGENCIES shall defend (at AGENCIES' sole cost and expense with legal counsel reasonably acceptable to LAGUNA NIGUEL), i
1 ndemnify, protect, and -hold harmless LAGUNA NIGUEL, and its officers, directors, ,employees, and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgements, arbitrati?n awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to· Claims arising from injuries to or death of persons (AGENCIES employees included), for damage to property, including property owned by LAGUNA NIGUEL, or from any,violation of any federal, state, or local law or ordinance, alleged to
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be caused by the negligent acts, omissions or willful misconduct of AGENCIES its officers, directors, employees or gents in connection with or arising out of the performance of this AGREEMENT.
B. To the fulle,st extent permitted by law, LAGUNA NIGUEL shall defend (at LAGUNA NIGUEL'S sole cost with legal counsel reasonably acceptable to AGENCIES), indemnify protect,' and hold harmless AGENCIES, including their officers, directors, employees, and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, acti0ns, suits, claims, demands, losses, costs, judgements, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including leg~I costs and attorney fee·s (collectively "Claims"), including but not limited to Claims arising from injuries to or deaths by AGENCIES, or from any violation of federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful misconduct of LAGUNA NIGUEL, its officers, directors, employees or agents in connection with or arising out of the performance of this AGREEMENT.
C. The indemnification and defense obligations of this AGREEMENT shall survive I its expiration or termination.
ARTICLE 9., ADDITIONAL PROVISIONS
A. Term of AGREEMENT: This AGREEMENT shall continue in full force and effect through June,3,0, 2028.
B. Amendment: This AGREEMENT may be extended or amended at the mutual consent of all PARTIES hereto. No amendment shall have any force or effect unless executed in writing and approved as to form by each AGENCIES' City Attorney and the City Attorney' for LAGUNA NIGUEL.
C. Termination: In the event any PARTY defaults in the performance of their respective obligations under this AGREEMENTor breaches any of the provisions of the AGREEMENT, a non-defaulting PARTY(s) shall have the option to terminate the 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 co~venience by providing thirty (30) calendar days prior written notice of its intent to terminate for convenience to the other PARTY.
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E. The PARTIES shall comply with all applicable federal, state and local laws, statutes, ordinances and regulations of any governmental authority having jurisdiction over the PROJECT.
F. Legal Authority: The PARTIES hereto consent that they are authorized to execute this AGR~EMENT 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 be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this AGREEMENT shall not be affected thereby, a~d, 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 any number of counterparts, each of which, when executed and delivered shall be deemed an original and all of which together shall constitute the same AGREEMENT. Facsimile signatures will be permitted.
I. Assignment: Neither this AGREEMENT, nor any of the PARTIES' rights, obligati~ns, duties, or authority hereunder may be assigned in whole or in part by any PARTY without the prior written consent of the other PARTY hereto in its sole and absolute discretion. Any such attempt of assignment shall be deemed void and of no force and effect. Consent to one (1) assignment shall not be deemed consent to any subsequent assignm~nt, 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. Any action brought relating to this AGREEMENT shall be adjudicated in a court of competent jurisdiction in the County_ of Orange, State of California.
K. Litigation Fees: Should litigation arise out of this AGREEMENT for the performance thereof, the court shall award costs and expenses, including attorney's fees, to the prevailing PARTY.
L. Force Majeure: Either PARTY shall be excused from performing its
55842.00001 \45364154.1
COOPERATIVE AGREEMENT
2026 CABOT ROAD RTSSP PROJECT
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 tb the fault or negligence of the PARTY not performing.
M. Disputes: The PARTIES agree to work together in good faith, using reasonable efforts to resolve any unforeseen issues and disputes arising out of the performance of this 'AGREEMENT.
N. Obligations to Comply with Law: Nothing herein shall be deemed or construed to authorize or require any PARTY to issue bonds, notes or other evidences of indebtedness und~r the terms, in amounts, or for purposes other than as authorized by local, state or federal law.
0. Notices: Any notices, requests, or demands made between the PARTIES pursuant to this AGREEMENT are to be directed to the contacts noted in Article 5, Paragraph E.
(Signature Page Follows)
55842.00001\45364154. l
COOPERATIVE AGREEMENT
2026 CABOT ROAD RTSSP PROJECT
This AGREEMENT shall be made effective upon execution by both PARTIES.
IN WITNESS WHEREOF, the PARTIES hereto have caused this AGREEMENT to be executed on the date of the last signature below.
CITY OF LAGUNA NIGUEL CITY OF LAGUNA HILLS
By: By:
Gene Johns, Mayor Don Caskey, Mayor
Dated: Dated:
ATTEST: ATTEST:
By: By:
Marissa J. Asistin, City Clerk Joshua Stevenson, City Clerk Dated: Dated:
APPROVED AS TO FORM: APPROVED AS TO FORM:
By: By:
Scott C. Smith, City Attorney Colin Burns, Interim City Attorney Dated: Dated:
55842.00001 \45364154.1
COOPERATIVE AGREEMENT
2026 CABOT ROAD RTSSP PROJECT
This AGREEMENT shall be made effective upon execution by both PARTIES.
IN WITNESS WHEREOF, the PARTIES hereto have caused this AGREEMENT to be executed on.the date of the last signature below.
CITY OF LAGUNA NIGUEL
By:
Gene Johns, Mayor
Dated:
ATTEST:
By:
Marissa J. Asistin, City Clerk
Dated:
APPROVED AS TO FORM:
By:
Scott C. Smith, City Attorney
Dated:
55842.00001 \45364154. l
CITY OF MISSION VIEJO
By:
Wendy Bucknum, Mayor
Dated:
ATTEST:
By:
Alison Walker, City Clerk
Dated:
APPROVED AS TO FORM:
By:
Tarquin Preziosi, City Attorney
Dated:
Attachment A: Cabot Road Vicinity Map Cabot Road RTSSP Project Scale: l:35,000
Lagu
Project Signats
O Mission Viejo t1l
O Cattrans (11
A Laguna Hitts 16l
O Laguna Niguet l4l
Proposed Offset
Signats
A Mission Viejo t2l
A Laguna Niguet l4l
-
cabot Road Project corridor
o
o
LAGUNA
N IE U.E L
r.
COOPERATIVE AGREEMENT
2026 CABOT ROAD RTSSP PROJECT
ATTAGHMENT B
ESTIMATED LOCAL H COMMITMENT
SECTION 1: AGENCY TOTAL MATCH SUMMARY
*ln-kind match may be converted to cash match if agency does not satisfy in-kind match commitment by the end of the respective phase. However, Cash Match is /VOf ailowed to be convefted to in-kind match.
SECTION 2: MATCH BREAKDOWN (CASH VS IN-KIND SERVICES)
A. Cash Match
AGENCY CASH MATCH IN-KIND MATCH* TOTAL MATCH
PI o&M PI o&M PI o&M
City of
Laguna
Hills
$91,768.56 $6,580.00 $91,768.56 $6,580.00
$98,348.56 $o.oo $98,348.56
City of
Laguna
Niguel
$85,631.20 $7,520.00 $85,631.20 $7,520.00
$93,f 51.20 $0.00 $93,151.20
City of
Mission
Viejo
$9,826.72 $2,820.00 $3,110.00 $12,936.72 $2,820.00
$12,646.72 $3,'t10.00 $15,756.72
TOTAL
MATCH
$187,226.48 $16,920.00 $3,1f 0.00 $190,336.48 $16,920.00 $204,',146.48 $3,1f 0.00 $207,256.48
AGENCY FUNDING SOURCE AMOUNT OF CASH
DISTRIBUTION
City of Laguna Hills General Funds $98,348,56
City of Laguna Niguel General Funds $93,151 .20
City of Mission Viejo General Funds $12,646.72
TOTAL CASH MATCH: $204,146.48
AGENCY IMPROVEMENT DATE OF
CONSTRUCTION EXPENDITURE
N/A
TOTAL FOR SPECIFIC IMPROVEMENTS (i) N/A
B. ln-Kind Services
i. Specific Improvemenfs (Lrsf ltems and Cost)
ii. Staffing Commitment:
TOTAL IN-KIND MATCH* (i + ii): $3,110.00
**Total amount is the required participation by the identified agency. The number of hours and hourly rate will be based on each agency's actualfully burdened billing rates, which must collectively equal the same value of the assigned "Total" dollars. Each agency will be responsible for keeping detailed records of hours worked and description of work. An accounting record of personnel hours at fully burdened rate is expected to be included with the final submittal. Records will be subject to auditing.
AGENCY STAFF
POSITION
TYPE OF SERVICE
TO PROJECT
NO. OF
HOURS
FULLY
BURDENED
HOURLY
RATE
TOTAL**
City of
Mission
Viejo
Traffic Engineer
Project Admin,
Signal Design
Review,
Construction
Manaqement
16 $1 00 $1,600.00
Transportation
Analyst
Signal Design
Review,
Construction
Management,
Svstem lnteqration
16 $75 $1,200.00
PW lnspector Proiect lnspection 2 $e0 $180.00
lnformation
Technology
Specialist
System lntegration 2 $65 $130.00
Total for City of Mission Viejo: $3,110.00
TOTAL STAFFTNG COMMTTMENT (ii): $3,110.00
COOPERATIVE AGREEMENT
2026 CABOT ROAD RTSSP PROJECT
ATTACHMENT B
AL MATCH COMMITME
SECTION 1: AGENCY TOTAL MATCH SUMMARY
*ln-kind match may be convefted to cash match if agency does not satisfy in-kind match commitment by the end of the respective phase. However, Cash Match is /VOf ailowed to be converted to in-kind match.
SECTION 2: MATGH BREAKDOWN (CASH VS IN-KIND SERVICES)
A. Gash Match
B. ln-Kind Services
i. Specific lmprovemenfs (Llsf ltems and Cost)
ii. Staffing Commitment:
**Total amount is the required participation by the identified agency. The number of hours and hourly rate will be based on each agency's actualfully burdened billing rates, which must collectively equal the same value of the assrErned "Total" doltars. Each agency will be responsible for keeping detailed records of hours worked and description of work. An accounting record of personnel hours at fully burdened rate is expected to be inctuded with the final submittal. Records will be subiect to auditing.
AGENCY GASH MATCH IN.KIND MATCH* TOTAL MATCH
PI o&M PI o&M PI o&M
Gity of
Laguna
Hills
$91,768.56 $6,580.00 $91,768.56 $6,580.00
$98,348.56 $o $98,348.56
AGENCY FUNDING SOURCE AMOUNT OF CASH
DISTRIBUTION
City of Laguna Hills General Funds $98,348,56
AGENCY IMPROVEMENT DATE OF
CONSTRUCTION EXPENDITURE
N/A
TOTAL FOR SPECIFIC IMPROVEMENTS (i): N/A
AGENCY STAFF
POSITION
TYPE OF SERVIGE
TO PROJECT
NO. OF
HOURS
FULLY
BURDENED
HOURLY
RATE
TOTAL**
COOPERATIVE AGREEMENT
2026 CABOT ROAD RTSSP PROJECT
ATTACHMENT B
ESTIMATED LOCAL CH COMMITMENT
SECTION 1: AGENGY TOTAL MATCH SUMMARY
*tn-kind match may be convefted to cash match if agency does not satisfy in-kind match commitment by the end of the respective phase. However, Cash Match /s /VOf ailowed to be converted to in-kind match.
SECTION 2: MATGH BREAKDOWN (CASH VS IN-KIND SERVICES)
A. Cash Match
B. ln-Kind Services
i. Specific lmprovemenfs (Lisf ltems and Cost)
ii. Staffing Commitment:
AGENCY CASH MATCH IN.KIND MATCH* TOTAL MATCH
PI o&M PI o&M PI o&M
City of
Mission
Viejo
$9,826.72 $2,820.00 $3,11 0.00 $12,936.72 $2,820.00
$12,646.72 $3,110.00 $'15,756.72
AGENCY FUNDING SOURCE AMOUNT OF CASH
DISTRIBUTION
City of Mission Viejo General Funds $12,646.72
AGENCY IMPROVEMENT DATE OF
CONSTRUGTION EXPENDITURE
N/A
TOTAL FOR SPECIFIC IMPROVEMENTS (i): N/A
AGENCY STAFF
POSITION
TYPE OF SERVICE
TO PROJECT
NO. OF
HOURS
FULLY
BURDENED
HOURLY
RATE
TOTAL**
City of
Mission
Viejo
Traffic Engineer
Project Admin,
Signal Design
Review,
Construction
Manaqement
16 $1 00 $1,600.00
Transportation
Analyst
Signal Design
Review,
Construction
16 $75 $1,200.00
Management,
System Integration
PW lnspector Proiect lnspection 2 $e0 $180.00
lnformation
Technology
Specialist
System lntegration 2 $65 $130.00
Total for City of Mission Viejo: $3,110.00
TOTAL STAFFTNG COMMITMENT (ii): $3,110.00
TOTAL IN-KIND MATCH* (i + ii): $3,110.00
**Total amount is the required participation by the identified agency. The number of hours and hourly rate will be based on each agency's actualfully burdened billing rates, which must collectively equal the same value of the assrgrned 'Totaf dollars. Each agency will be responsible for keeping detailed records of hours worked and description of work. An accounting record of personnel hours at fully burdened rate is expected to be included with the final submittal. Records will be subject to auditing.