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COOPERATIVE AGREEMENT NO. C-3-3023
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITIES OF ANAHEIM, FOUNTAIN VALLEY, FULLERTON, GARDEN GROVE, AND SANTA ANA FOR
HARBOR BOULEVARD INNOVATIVE CORRIDOR PROJECTS
THIS COOPERATIVE AGREEMENT (Agreement), is effective this ______ _ day of _________________, 2024 (“Effective Date”), by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange California 92863-1584, a public corporation of the State of California (herein referred to as “AUTHORITY”) and the cities of Anaheim, Fountain Valley, Fullerton, Garden Grove, and Santa Ana (hereinafter referred to as “PARTICIPATING AGENCIES”) each individually known as “Party” and collectively known as “Parties”.
RECITALS:
WHEREAS, the AUTHORITY in cooperation with the PARTICIPATING AGENCIES submitted a Strengthening Mobility and Revolutionizing Transportation (“SMART”) Grants Program application on November 18, 2022, Regional Early Action Planning (“REAP 2.0”) application on May 9, 2023, and a Transit and Intercity Rail Capital Program (“TIRCP”) Cycle 6 application on February 10, 2023, for the evaluation, study, and implementation of transit signal priority and technology enhancements of signalized intersections along the AUTHORITY’s Bravo! Route 543, between the Santa Ana Bus Base in the City of Santa Ana and the Fullerton Transportation Center in the City of Fullerton, (hereinafter, “PROJECT”); and
WHEREAS, the AUTHORITY’s Board of Directors authorized the acceptance of the SMART, REAP 2.0, and TIRCP funding awards on July 24, 2023; and WHEREAS, the AUTHORITY intends to secure additional funding for PROEJCT as needed; and /
EXHIBIT 1
COOPERATIVE AGREEMENT NO. C-3-3023
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WHEREAS, the AUTHORITY intends to issue procurements to award contracts for the study, and implementation of the PROJECT; and
WHEREAS, 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 (hereinafter, “APPLICATIONS”); and WHEREAS, based on the AUTHORITY’s Board of Directors approval of grant awards , the AUTHORITY agrees to implement the PROJECT per the APPLICATIONS; and WHEREAS, the PROJECT will include an innovative Transit Signal Priority (TSP) solution and Intelligent Transportation System (ITS) elements as identified in the APPLICATIONS and other associated systems (hereinafter collectively referred to as “ITS ELEMENTS”), that will be evaluated, constructed, and/or installed and implemented as part of the PROJECT; and WHEREAS, 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; and
WHEREAS, the AUTHORITY and each respective Party shall provide in-house resources (staff hours) to provide various services in support of the PROJECT; and WHEREAS, the AUTHORITY and the PARTICIPATING AGENCIES desire to enter into this Agreement to implement the PROJECT; and
WHEREAS, this Agreement defines the specific terms, conditions, and funding responsibilities between the AUTHORITY and the PARTICIPATING AGENCIES for the implementation of the PROJECT; and
WHEREAS, the City of Anaheim’s City Council approved this Agreement on the _____ day of ___________________, 20_____.
WHEREAS, the City of Fountain Valley’s City Council approved this Agreement on the _____ day of ___________________, 20_____.
COOPERATIVE AGREEMENT NO. C-3-3023
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WHEREAS, the City of Fullerton’s City Council approved this Agreement on the _____ day of ___________________, 20_____.
WHEREAS, the City of Garden Grove’s City Council approved this Agreement on the _____ day of ___________________, 20_____.
WHEREAS, the City of Santa Ana’s City Council approved this Agreement on the _____ day of ___________________, 20_____.
NOW, THEREFORE, it is mutually understood and agreed by the AUTHORITY and the PARTICIPATING 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 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 AUTHORITY’s failure to insist on any instance(s) of PARTICIPATING AGENCIES’ performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of the AUTHORITY’s right to such performance or to future performance of such term(s) or condition(s), and PARTICIPATING AGENCIES’ obligation 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 AGENCIES’ failure to insist on any instance(s) of the AUTHORITY’s performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of PARTICIPATING AGENCIES’ right to such performance or to future performance of such term(s) or condition(s), and the AUTHORITY’s obligation in respect thereto shall continue in full COOPERATIVE AGREEMENT NO. C-3-3023
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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 AGREEMENT
This Agreement specifies the roles and responsibilities of the P arties 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 AUTHORITY
The 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 the APPLICATIONS 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. /
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COOPERATIVE AGREEMENT NO. C-3-3023
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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 guidelines and 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 c oordinate 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 AGENCIES The PARTICIPATING AGENCIES agree to the following responsibilities for implementation and funding of the PROJECT:
A. The PARTICIPATING AGENCIES shall p rovide a technical representative to participate as a member of the PROJECT’s Project Development Team (PDT).
B. The PARTICIPATING AGENCIES shall a uthorize the AUTHORITY to manage, procure, and implement all aspects of the PROJECT.
C. The PARTICIPATING AGENCIES shall p articipate 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.
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D. The PARTICIPATING AGENCIES shall provide AUTHORITY, or its agents all current COOPERATIVE AGREEMENT NO. C-3-3023
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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 correspondence during 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 AUTHORITY
The actions required to be taken by PARTICIPATING AGENCIES in the implementation of this Agreement are delegated to their respective City Manager, or City Manager’s designee, and the actions required to be taken by the AUTHORITY in the implementation of this Agreement are delegated to the AUTHORITY’s Chief Executive Officer or Chief Executive Officer’s designee.
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 AUTHORITY’s payment of consultant’s final billing (so noted on the paid invoice) under this Agreement.
AUTHORITY shall have the right to reproduce any such books, records, and accounts. The above COOPERATIVE AGREEMENT NO. C-3-3023
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provision with respect to audits shall extend to and/or be included in contracts with PARTICIPATING AGENCIES’ contractor(s).
ARTICLE 8. INDEMNIFICATION
A. To the fullest extent permitted by law, PARTICIPATING AGENCIES shall defend (at PARTICIPATING AGENCIES’ sole cost and expense with legal counsel reasonably acceptable to AUTHORITY), indemnify, protect, and hold harmless AUTHORITY, and its officers, directors, employees, and agents (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration 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 (PARTICIPATING AGENCIES’ employees 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 willful misconduct of PARTICIPATING AGENCIES, its officers, directors, employees or agents in connection with or arising 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, protect, and hold harmless PARTICIPATING AGENCIES, including their officers, directors, employees, and agents (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration 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 (AUTHORITY’s employees included), for damage 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-3-3023
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C. The indemnification and defense obligations of this Agreement shall survive its expiration or termination.
ARTICLE 9. ADDITIONAL PROVISIONS
A. Term of Agreement: This Agreement shall be in full force and effect through December 31, 2028.
B. Amendment: This Agreement may be extended or amended in writing at any time by the mutual 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 respective obligations 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 its convenience 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 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, 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 any number of counterparts, each of which, when executed and delivered shall be deemed an original and all COOPERATIVE AGREEMENT NO. C-3-3023
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of which together shall constitute the same agreement. Electronic signatures shall be permitted.
I. Assignment: Neither this Agreement, nor any of the Parties’ rights, obligations, duties, or authority 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, the court shall award costs and expenses, including attorney’s fees, to the prevailing 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 Authority
200 South Anaheim Boulevard
Anaheim, CA 92805
550 South Main Street
P. O. Box 14184
Orange, CA 92863-1584
Attention: John Thai
Principal Traffic Engineer
Tel: (714) 765-5202
Email: [email protected]
Attention: Megan Bornman
Senior Contract Administrator
Tel: (714) 560-5064
E-mail: [email protected]
CC: Alicia Yang
Project Manager
Tel: (714) 560-5362
Email: [email protected]
COOPERATIVE AGREEMENT NO. C-3-3023
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To FOUNTAIN VALLEY: To FULLERTON:
City of Fountain Valley City of Fullerton
10200 Slater Avenue
Fountain Valley, CA 92708
303 West Commonwealth Avenue
Fullerton, CA 92832
Attention: Temo Galvez
Deputy Director of Public Works / City Engineer
Tel: (714) 593-4517
Email: [email protected]
Attention: Stephen Bise
Director of Public Works
Tel: (714) 738-6852
Email: [email protected]
To GARDEN GROVE: To SANTA ANA:
City of Garden Grove City of Santa Ana
11222 Acacia Parkway
Garden Grove, CA 92840
Traffic Engineering Section/M-43
20 Civic Center Plaza
Santa Ana, CA 92701
Attention: Dai Vu
City Traffic Engineer
Public Works Department
Tel: (714) 741-5189
Email: [email protected]
Attention: Nabil Saba
Executive Director of Public Works
Tel: (714) 647-5654
Email: [email protected]
M. 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; ac ts 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
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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 ANAHEIM ORANGE COUNTY TRANSPORTATION AUTHORITY
By: ___________________________ By: __________________________________ Rudy Emami Lydia Bilynsky
Director of Public Works Department Manager, Capital Projects
ATTEST: APPROVED AS TO FORM:
By: ___________________________ By: __________________________________ Theresa Bass James M. Donich
City Clerk General Counsel
APPROVED AS TO FORM:
Robert Fabela, City Attorney
By: ___________________________
Bryn M. Morley
Deputy City Attorney
Dated: _________________________
COOPERATIVE AGREEMENT NO. C-3-3023
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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-3-3023
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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 FULLERTON
By: ___________________________
Eric Levitt
City Manager
ATTEST:
By: ___________________________
Lucinda Williams
City Clerk
APPROVED AS TO FORM
By: ___________________________
Richard D. Jones
City Attorney
Dated: _________________________
COOPERATIVE AGREEMENT NO. C-3-3023
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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 GROVE
By: ___________________________
Lisa Kim
City Manager
ATTEST:
By: ___________________________
Teresa Pomeroy
City Clerk
Dated: _________________________
COOPERATIVE AGREEMENT NO. C -3-3023
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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 ANA
By: ___________________________
Alvaro Nunez
Acting City Manager
ATTEST:
By: ___________________________
Jennifer L. Hall
City Clerk
APPROVED AS TO FORM
By: ___________________________
Jonathan T. Martinez
Assistant City Attorney
Dated: _________________________
RECOMMENDED FOR APPROVAL
By: ___________________________
Nabil Saba, PE
Executive Director
Public Works Agency
Dated: _________________________