HomeMy WebLinkAbout25B - AGMT - OCTA TRAFFIC SIGNAL SYNCREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
JUNE 2, 2020
TITLE
APPROVE COOPERATIVE
AGREEMENTS WITH ORANGE COUNTY
TRANSPORTATION AUTHORITY FOR
TRAFFIC SIGNAL SYNCHRONIZATION
CORRIDORS ON EDINGER AVENUE IN
THE AMOUNT OF $99,356, WARNER
AVENUE IN THE AMOUNT OF $83,277,
AND MACARTHUR BOULEVARD IN THE
AMOUNT OF $77,438
(PROJECT NOS. 20-6967, 20-6968 & 20-
6969)
(NON -GENERAL FUND)
/s/ Kristine Ridge
CITY MANAGER
CLERK OF COUNCIL USE ONLY:
APPROVED
❑
As Recommended
❑
As Amended
❑
Ordinance on 111 Reading
❑
Ordinance on 2ntl Reading
❑
Implementing Resolution
❑
Set Public Hearing For_
CONTINUED TO
FILE NUMBER
RECOMMENDED ACTION
Authorize the City Manager to execute three cooperative agreements with the Orange County
Transportation Authority to implement Traffic Signal Synchronization projects on Edinger Avenue
(C-0-2037) in the amount of $99,356, on Warner Avenue (C-0-2039) in the amount of $83,277, and
on MacArthur Boulevard (C-0-2038) in the amount of $77,438, for the term beginning upon
execution of the agreement by the Orange County Transportation Authority, City of Santa Ana, and
the other participating agencies, and effective until June 30, 2025, with an option to be extended as
needed by the City of Santa Ana and participating agencies, subject to non -substantive changes
approved by the City Manager and City Attorney.
DISCUSSION
In December 2017, the California Transportation Commission (CTC) adopted guidelines for the
Solutions for Congested Corridor Program (SCCP). The SCCP funds multi -modal projects that make
specific performance improvements in highly traveled corridors to provide more transportation
choices and reduce traffic congestion.
In February 2018, the Orange County Transportation Authority (OCTA) and the California
Department of Transportation (Caltrans) submitted the Orange County Central Corridor
Improvement Project (OC-CCIP) for funding consideration. The OC-CCIP is a multi -modal package
of projects designed to relieve congestion along State Route 55 from Interstate 405 to Interstate 5.
25B-1
Cooperative Agreements for Edinger Ave, Warner Ave and MacArthur Blvd
Traffic Signal Synchronization Projects
June 2, 2020
Page 2
In partnership with the City of Santa Ana and other neighboring agencies, the OC-CCIP includes
three multi -jurisdictional traffic signal synchronization corridor projects that will provide traffic signal
and intelligent transportation systems improvements in City of Santa Ana and synchronize traffic
signals across jurisdictional boundaries to reduce traffic congestion. The three traffic signal
synchronization corridor projects and corresponding participating agencies are:
o Edinger Avenue Corridor, which traverses Santa Ana, Fountain Valley, Westminster,
Huntington Beach and Caltrans jurisdictions (Exhibit 1).
o Warner Avenue Corridor, which traverses Santa Ana, Fountain Valley, Huntington Beach
and Caltrans jurisdictions (Exhibit 1).
o MacArthur Boulevard Corridor, which traverses Santa Ana, Fountain Valley, Huntington
Beach and Caltrans jurisdictions (Exhibit 1).
In May 2018, the CTC adopted the SCCP program and allocated $19.918 million for the OC-CCIP
projects for implementation by OCTA and other Orange County agencies. The approved OC-CCIP
umbrella of projects includes $12 million for the three traffic signal synchronization corridor projects,
for disbursement in Fiscal Year 2019-20. OCTA will be the lead agency for the three projects and
Santa Ana and participating agencies will be responsible for providing matching funds.
In January 2020, the OCTA Board approved the use of $2.4 million Measure M2 funds to leverage
the $12 million SCCP Funds for the implementation of the three traffic signal synchronization corridor
projects. While OCTA will act as lead agency for the projects, cooperative agreements (Exhibits 2-
4) are needed to formalize each agency's financial responsibility and identify the roles and
responsibilities, including OCTA oversight to maintain inter -jurisdictional synchronization on the
project during the four-year grant period. Upon completion of the grant period, responsibility for
ongoing signal maintenance will revert to the respective local agencies.
The combined SCCP and Measure M2 grant for the Edinger Ave project is $5,947,528. The required
match by the participating cities is $247,472 of which the City of Santa Ana's share is $99,356.
The combined SCCP and Measure M2 grant for the Warner Ave project is $4,910,549. The required
match by the participating cities is $204,451 of which the City of Santa Ana's share is $83,277.
The combined SCCP and Measure M2 grant for the MacArthur Blvd project is $3,540,924. The
required match by the participating cities is $148,076 of which the City of Santa Ana's share of the
matching funds is $77,438.
STRATEGIC PLAN ALIGNMENT
Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities &
Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets),
Strategy B (equitably maintain existing streets and associated assets in a state of good repair so
they are clean, safe and aesthetically pleasing for all users).
ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.
FISCAL IMPACT
25B-2
Cooperative Agreements for Edinger Ave, Warner Ave and MacArthur Blvd
Traffic Signal Synchronization Projects
June 2, 2020
Page 3
Funds for the City's share of the costs for the three traffic signal synchronization corridor projects
are budgeted and available in the Measure M Street Construction Fund (Account No. 03217662-
66220) as follows:
Fiscal
Accounting Unit —
Fund
Accounting Unit—
Year
Account No.
Description
Account No. Description
Amount
Account No.
Measure M
Measure M2 Local
2019-20
03217662-66220
Street
Fairshare,
$99,356
(20-6967)
Construction
Improvements Other
Than Building
Measure M
Measure M2 Local
2019-20
03217662-66220
Street
Fairshare,
$83 277
(20-6968)
Construction
Improvements Other
Than Building
Measure M
Measure M2 Local
2019-20
03217662-66220
Street
Fairshare,
$77,438
(20-6969)
Construction
Improvements Other
Than Building
NS/CR
Exhibits: 1. Project Location Map — Edinger Ave, Warner Ave and MacArthur Blvd
2. Cooperative Agreement — Edinger Avenue
3. Cooperative Agreement — Warner Avenue
4. Cooperative Agreement — MacArthur Boulevard
25B-3
EXHIBIT 1
55
Edinger Avenue Corridor
Traffic Signal Synchronization
Improvements
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Traffic Signal Synchronization Traffic Signal Synchronization
Improvements Improvements
SANTA ANA
City Council
P� WA Agenda Date
June 2,2020
PYBLIC KBM.EN
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Project Nos. 20-6967, 20-6968, 20-6969: oei t�i
Edinger Avenue, Warner Avenue and MacArthur Blvd
Traffic Signal Synchronization
25B-4
EXHIBIT 2
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COOPERATIVE AGREEMENT NO. C-0-2037
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITIES OF FOUNTAIN VALLEY, HUNTINGTON BEACH, SANTA ANA, AND WESTMINSTER
FOR
EDINGER AVENUE REGIONAL TRAFFIC SIGNAL SYNCHRONIZATION PROGRAM PROJECT
THIS COOPERATIVE AGREEMENT (Agreement), is effective this day of
2020 ('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 Fountain Valley,
Huntington Beach, Santa Ana, and Westminster (hereinafter referred to as "PARTICIPATING
AGENCIES') each individually known as "Party" and collectively known as the "Parties".
RECITALS:
WHEREAS, the AUTHORITY in cooperation with the PARTICIPATING AGENCIES is working
together in coordinating traffic signals across multiple jurisdictional boundaries as a part of the Solutions
for Congested Corridors Program (hereinafter, "SCCP") and the Measure M2 Regional Traffic Signal
Synchronization Program (hereinafter, "RTSSP" or "Project P") to enhance countywide traffic flow and
reduce congestion; and
WHEREAS, the AUTHORITY has competed in the competitive 2018 SCCP Call for Projects
(hereinafter, "2018 SCCP CALL') in support of the SCCP and was awarded Senate Bill 1 funds based
on the application (hereinafter, "APPLICATION") prepared by the AUTHORITY (hereinafter referred to
as the "APPLICANT AGENCY) for implementation of signal synchronization of traffic signals along
Edinger Avenue between the intersections of Bolsa Chica Road in the City of Huntington Beach and Auto
Mall in the City of Santa Ana (hereinafter, "PROJECT'); and
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COOPERATIVE AGREEMENT NO. C-0-2037
EDINGER AVENUE — RTSSP
WHEREAS, the PARTICIPATING AGENCIES have elected to designate the AUTHORITY and
the AUTHORITY agrees to act as the implementing agency to carry out PROJECT; and
WHEREAS, the PROJECT will include approximately forty-one (41) traffic signalized
intersections; and
WHEREAS, the PROJECT will include Intelligent Transportation System (ITS) elements
identified in the APPLICATION including certain hardware and software upgrades to intersection and
central control systems including Advanced Transportation Controller units (ATC), telematics and
interconnect systems, Advanced Transportation Management Systems (ATMS), Roadside Units
(RSU), and other associated systems (hereinafter collectively referred to as "ITS ELEMENTS"), will
be 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 (hereinafter, "OTHER ELEMENTS") that should be installed at the
same time as the construction of the PROJECT and are not part of this Agreement; and
WHEREAS, all 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 during the
project; and
WHEREAS, AUTHORITY and each respective Party acknowledge and understand that in-
house resources (staff) from Party will provide various services for PROJECT; and
WHEREAS, AUTHORITY and each respective Party acknowledge and understand that
PROJECT costs for various types of additional work required by each respective Party, by its staff, or
by policy, may not have been included in the original application and therefore costs to contractors or
consultants to comply with staff requirements are not included in the PROJECT allocation; and
WHEREAS, AUTHORITY and Parties agree that these costs will be paid by PROJECT; and
WHEREAS, Parties and each respective Party acknowledge and understand that the costs for
the additional work may be reversed by AUTHORITY's Audit; and
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COOPERATIVE AGREEMENT NO. C-0-2037
EDINGER AVENUE — RTSSP
WHEREAS, based on AUTHORITY's Board of Directors approved PROJECT ALLOCATION, the
AUTHORITY agrees to implement the PROJECT; and
WHEREAS, the PARTICIPATING AGENCIES agree to provide PROJECT funding in a cash
match of Two Hundred Forty -Seven Thousand, Four Hundred Seventy -Two Dollars ($247,472.00), as
shown in Attachment A, or equivalent to at least four percent (4%) of PROJECT cost; and
WHEREAS, the AUTHORITY and the PARTICIPATING AGENCIES desire to enter into this
Agreement to implement the PROJECT in support of SCCP and Project P; 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 AUTHORITY'S Board of Directors authorized funding for the PROJECT on
January 27, 2020; and
WHEREAS, the City of Fountain Valley's City Council approved this Agreement on the
day of 2020.
WHEREAS, the City of Huntington Beach's City Council approved this Agreement on the
day of 2020.
WHEREAS, the City of Santa Ana's City Council approved this Agreement on the day of
, 2020.
WHEREAS, the City of Westminster's City Council approved this Agreement on the day
of 2020.
NOW, THEREFORE, it is mutually understood and agreed by 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 AUTHORITY and PARTICIPATING AGENCIES and it supersedes all prior
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COOPERATIVE AGREEMENT NO. C-0-2037
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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. 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 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 AUTHORITY except when
specifically confirmed in writing by an authorized representative of 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 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 AUTHORITY's obligation in respect thereto shall continue in full 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 Parties as they pertain to the
subjects and projects addressed herein. Both 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
AUTHORITY agrees to the following responsibilities for funding of the PROJECT:
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COOPERATIVE AGREEMENT NO. C-0-2037
EDINGER AVENUE — RTSSP
A. AUTHORITY shall implement the PROJECT based on the intent of the usage in the
APPLICATION prepared by the APPLICANT AGENCY in accordance with the policies and procedures
contained in the SCCP and Comprehensive Transportation Funding Program (CTFP) Guidelines.
B. 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.
C. AUTHORITY will act as the LEAD AGENCY and provide and file all documentation
necessary to comply with California Environmental Quality Act (CEQA) regulations for PROJECT.
D. AUTHORITY shall perform web -based public outreach activities for the project to
communicate major project milestones and results.
E. AUTHORITY shall provide formats, templates, and guidance in reporting requirements as
described in the SCCP and CTFP Guidelines.
F. AUTHORITY, or agents of AUTHORITY, under this Agreement and upon closeout of
PROJECT, may perform a technical and/or field review to ensure that the guidelines, policies, and
procedures were followed. Such a review may be performed one hundred and eighty (180) days after the
PROJECT three-year grant period is complete. If the technical and or field review determines that any of
the activities performed are ineligible for SCCP funding, PARTICIPATING AGENCIES must reimburse
and return the amount of funding used to perform the ineligible activity to AUTHORITY.
G. AUTHORITY shall invoice the PARTICIPATING AGENCIES as identified in Attachment
Aforthe dollar cash match at the end of the Primary Implementation phase or at a mutually agreed upon
time to facilitate any respective Party funding timeframes.
H. AUTHORITY shall request updates for the PROJECT as part of semi-annual review
process, including documentation of in -kind match conforming to Attachment A and will include the
PROJECT in the list of active projects in OC Fund Tracker until completion of the three-year grant period.
Documents to be provided include, but are not limited to, payroll records, contracts, and purchase orders.
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COOPERATIVE AGREEMENT NO. C-0-2037
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ARTICLE 4. RESPONSIBILITIES OF THE AUTHORITY AS PROJECT LEAD AGENCY
The AUTHORITY as the LEAD AGENCY agrees to the following responsibilities for the
implementation of the PROJECT:
A. AUTHORITY shall act asthe LEAD AGENCY for the work necessaryto manage, procure,
and complete the PROJECT as identified in APPLICATION.
B. To coordinate outreach with PARTICIPATING AGENCIES for PROJECT.
C. To collect all data necessary to provide new optimized timing plans including, but not
limited to, manual orvideo all movement counts at each PROJECT signalized intersection, and a mutually
agreed upon number and location of twenty-four (24) hour / seven (7) day automated machine traffic
counts with vehicle classification.
D. To develop and implement newtiming plans optimized for signal synchronization.
E. To provide updated timing plans for all control systems and all relevant data used to
develop said plans to PARTICIPATING AGENCIES.
F. To prepare a "Before and After Study" for PROJECT as described in the Measure M2
Eligibility Guidelines adopted by the AUTHORITY. The "Before and After Study" for the project is
considered the equivalent of the required Project Final Report (Measure M2 Ordinance No. 3, Section
B.111.9) for PROJECT. The AUTHORITY shall provide the "Before and After Study" to the
PARTICIPATING AGENCIES in draft and final formats for review and comment. Party comments shall
be noted in the final study. If specified in APPLICATION, AUTHORITY shall provide a "Before and After
Study" video of a representative portion of PROJECT at up to two (2) public meetings.
ARTICLE 5. RESPONSIBILITIES OF THE PARTICIPATING AGENCIES
PARTICIPATING AGENCIES agree to the following responsibilities for implementation and
funding of PROJECT:
A. Provide a technical representative to meet and participate as a member of the
PROJECT's Traffic Forum.
II
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COOPERATIVE AGREEMENT NO. C-0-2037
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B. To authorize the AUTHORITY to manage, procure, and implement all aspects of
PROJECT.
C. To participate and support PROJECT implementation within the timeframe outlined in
APPLICATION and consistent with the SCCP and CTFP Guidelines adopted by AUTHORITY.
D. To provide AUTHORITY 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 ATMS timing plans and other ITS related
data upon request.
E. To provide the local cash match for PROJECT in accordance with Attachment A.
Failure to provide local cash match may result in the loss of future participation for competitive funding
opportunities.
F. PARTICIPATING AGENCIES that have included a dollar match as identified in
Attachment A shall provide payment for the dollar match to AUTHORITY within thirty (30) calendar
days of receipt of an invoice.
G. To waive all fees associated with any local agency permits that may be required of the
consultant, sub consultants, and/or service or equipment providers in the performance of the PROJECT.
H. PARTICIPATING AGENCIES shall provide updates on PROJECT to AUTHORITY as
part of semi-annual review process until completion of the three-year PROJECT grant period. Documents
to be provided include, but are not limited to, payroll records, contracts, and purchase orders.
I. The project is partially funded by Senate Bill 1 (SB-1) and PARTICIPATING AGENCIES
agree to comply with all applicable SB-1 Accountability Guidelines, SCCP State requirements.
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 designee, and the actions required to be
taken by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief
Executive Officer or designee.
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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
provision with respect to audits shall extend to and/or be included in contracts with PARTICIPATING
AGENCIES' contractor.
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,
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COOPERATIVE AGREEMENT NO. C-0-2037
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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.
C. The indemnification and defense obligations of this Agreement shall survive its expiration
or termination.
2025.
ARTICLE 9. ADDITIONAL PROVISIONS
A. Term of Agreement: This Agreement shall be in full force and effect through June 30,
B. Amendment: This Agreement may be extended or amended in writing at any time by the
mutual consent of all Parties and AUTHORITY. No amendment shall have any force or effect unless
executed in writing by all Parties and AUTHORITY.
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: Either 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. Compliance: AUTHORITY and PARTICIPATING AGENCIES shall comply with all
applicable federal, state, and local laws, statues, ordinances and regulations of any governmental
authority having jurisdiction over the PROJECT.
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F. LegalAuthority: AUTHORITY and PARTICIPATING AGENCIES 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
of which together shall constitute the same agreement. Facsimile 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 either Party without the prior written consent
of the other Party 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 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 FOUNTAIN VALLEY:
To AUTHORITY:
City of Fountain Valley
Orange County Transportation Authority
10200 Slater Avenue
550 South Main Street
Fountain Valley, CA 92708
P. O. Box 14184
Orange, CA 92863-1584
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COOPERATIVE AGREEMENT NO. C-0-2037
EDINGER AVENUE — RTSSP
Attention: Temo Galvez
Attention: Venita Anderson
Deputy Public Works Director / City Engineer
Senior Contract Administrator
Tel: (714) 593-4517
Tel: (714) 560-5427
Email: temo.qalvezoc fountainvalley.org
E-mail: vanderson(cDocta.net
To SANTA ANA:
To HUNTINGTON BEACH:
City of Santa Ana
City of Huntington Beach
20 Civic Center Plaza
2000 Main Street
M-43
Huntington Beach, CA 92648
Santa Ana, CA 92702
Attention: Cesar Rodriguez
Attention: William Janusz
Senior Civil Engineer
Principal Civil Engineer
Tel: (714) 647-5626
Tel: (714) 374-1628
Email: Crodriguez(cDsanta-ana.org
Email: \ ianusz(cDsurfcity-hb.org
To WESTMINSTER:
City of Westminster
8200 Westminster Boulevard
Westminster, CA 92683
Attention: Adolfo Ozaeta
Traffic Engineer
Tel: (714) 548-3462
Email: AOzaeta(@Westminster-CA.gov
M. Force Maieure: Either Party shall be excused from performing its obligations under this
Agreement during the time and to the extent that it is prevented from performing by an unforeseeable
cause beyond its control, including but not limited to: any incidence of fire, flood; acts of God;
commandeering of material, products, plants orfacilities bythe federal, state or local government; national
fuel shortage; or a material act or omission by the other Party, when satisfactory evidence of such cause
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COOPERATIVE AGREEMENT NO. C-0-2037
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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.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-0-2037 to be
executed on the date of the last signature below.
CITY OF FOUNTAIN VALLEY
Bv:
Cheryl Brothers
Mayor
Date:
ATTEST
By:
Rick Miller
City Clerk
Date:
let» CZ611Fl =1 9L'F1 t01170] N PA
By:
Colin Burns
City Attorney
Date:
ORANGE COUNTY TRANSPORTATION AUTHORITY
By:
Meena Katakia
Manager, Capital Projects
Date:
APPROVED AS TO FORM:
Bv:
James M. Donich
General Counsel
Date:
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COOPERATIVE AGREEMENT NO. C-0-2037
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-0-2037 to be
executed on the date of the last signature below.
CITY OF HUNTINGTON BEACH
By:
Lyn Semeta
Mayor
Date:
ATTEST:
By:
Robin Estanislau
City Clerk
Date:
APPROVED AS TO FORM
By:
Michael E. Gates
City Attorney
Date:
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COOPERATIVE AGREEMENT NO. C-0-2037
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-0-2037 to be
executed on the date of the last signature below.
CITY OF SANTA ANA
By:
Kristine Ridge
City Manager
Date:
ATTEST:
By:
Daisy Gomez
Clerk of the Council
Date:
APPROVED AS TO FORM
Sonia R. Ca�rvalho, City Attorney
By: " �
� ! '-L
Ahn M. Funk
Assistant City Attorney
Date: April 30, 2020
RECOMMENDED FOR APPROVAL
Nabil Saba, PE
Executive Director
Public Works Agency
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-0-2037 to be
executed on the date of the last signature below.
CITY OF WESTMINSTER
By:
Tri Ta
Mayor
Date:
ATTEST:
By:
Christine Cordon
City Clerk
Date:
APPROVED AS TO FORM
By:
Richard Jones
City Attorney
Date:
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COOPERATIVE AGREEMENT NO. C-9-2037
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ATTACHMENT A
DETAILED LOCAL MATCH COMMITMENT
AGENCY
TOTAL CASH MATCH*
Primary Implementation
Operations & Maintenance
City of Fountain Valley
$ 48, 207.00
$ 2, 400.00
$ 50,607.00
City of Huntington Beach
$ 76, 789.00
$ 6, 720.00
$ 83,509.00
City of Santa Ana
$ 89, 276.00
$ 10, 080.00
$ 99,356.00
City of Westminster
$ 13, 520.00
$ 480.00
$ 14,000.00
TOTAL
$ 227,792.00
$ 19,680.00
$ 247,472.00
*No in -kind match allowed on this project.
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EXHIBIT 3
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COOPERATIVE AGREEMENT NO. C-0-2039
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITIES OF FOUNTAIN VALLEY, HUNTINGTON BEACH, AND SANTA ANA
FOR
WARNER AVENUE REGIONAL TRAFFIC SIGNAL SYNCHRONIZATION PROGRAM PROJECT
THIS COOPERATIVE AGREEMENT (Agreement), is effective this day of
, 2020 (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 Fountain Valley,
Huntington Beach, and Santa Ana (hereinafter referred to as "PARTICIPATING AGENCIES") each
individually known as "Party" and collectively known as the "Parties".
RECITALS:
WHEREAS, the AUTHORITY in cooperation with the PARTICIPATING AGENCIES is working
together in coordinating traffic signals across multiple jurisdictional boundaries as a part of the Solutions
for Congested Corridors Program (hereinafter, "SCCP") and the Measure M2 Regional Traffic Signal
Synchronization Program (hereinafter, "RTSSP" or "Project P") to enhance countywide traffic flow and
reduce congestion; and
WHEREAS, the AUTHORITY has competed in the competitive 2018 SCCP Call for Projects
(hereinafter, "2018 SCCP CALL') in support of the SCCP and was awarded Senate Bill 1 funds based
on the application (hereinafter, "APPLICATION') prepared by the AUTHORITY (hereinafter referred to
as the "APPLICANT AGENCY") for implementation of signal synchronization of traffic signals along
Warner Avenue between the intersections of Pacific Coast Highway in the City of Huntington Beach and
Pullman Avenue in the City of Santa Ana (hereinafter, "PROJECT'); and
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WHEREAS, the PARTICIPATING AGENCIES have elected to designate the AUTHORITY
and the AUTHORITY agrees to act as the implementing agency to carry out PROJECT; and
WHEREAS, the PROJECT will include approximately forty-two (42) traffic signalized
intersections; and
WHEREAS, the PROJECT will include Intelligent Transportation System (ITS) elements
identified in the APPLICATION including certain hardware and software upgrades to intersection and
central control systems including Advanced Transportation Controller units (ATC), telematics and
interconnect systems, Advanced Transportation Management Systems (ATMS), Roadside Units
(RSU), and other associated systems (hereinafter collectively referred to as "ITS ELEMENTS"), will
be 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 (hereinafter, "OTHER ELEMENTS") that should be installed at the
same time as the construction of the PROJECT and are not part of this Agreement; and
WHEREAS, all 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 during the
project; and
WHEREAS, AUTHORITY and each respective Party acknowledge and understand that in-
house resources (staff) from Party will provide various services for PROJECT; and
WHEREAS, AUTHORITY and each respective Party acknowledge and understand that
PROJECT costs for various types of additional work required by each respective Party, by its staff, or
by policy, may not have been included in the original application and therefore costs to contractors or
consultants to comply with staff requirements are not included in the PROJECT allocation; and
WHEREAS, AUTHORITY and Parties agree that these costs will be paid by PROJECT; and
WHEREAS, Parties and each respective Party acknowledge and understand that the costs for
the additional work may be reversed by AUTHORITY's Audit; and
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WHEREAS, based on AUTHORITY's Board of Directors approved PROJECT ALLOCATION, the
AUTHORITY agrees to implement the PROJECT; and
WHEREAS, the PARTICIPATING AGENCIES agree to provide PROJECT funding in a cash
match of Two Hundred Four Thousand, Four Hundred Fifty -One Dollars ($204,451), as shown in
Attachment A, or equivalent to at least four percent (4%) of PROJECT cost; and
WHEREAS, the AUTHORITY and the PARTICIPATING AGENCIES desire to enter into this
Agreement to implement the PROJECT in support of SCCP and Project P; 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 AUTHORITY'S Board of Directors authorized funding for the PROJECT on
January 27, 2020; and
WHEREAS, the City of Fountain Valley's City Council approved this Agreement on the
day of 2020.
WHEREAS, the City of Huntington Beach's City Council approved this Agreement on the
day of 2020.
WHEREAS, the City of Santa Ana's City Council approved this Agreement on the day of
, 2020.
NOW, THEREFORE, it is mutually understood and agreed by 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 AUTHORITY and PARTICIPATING AGENCIES and it supersedes all prior
representations, understandings, and communications. The invalidity in whole or in part of any term or
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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. 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 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 AUTHORITYexcept when
specifically confirmed in writing by an authorized representative of 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 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 AUTHORITY's obligation in respect thereto shall continue in full 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 Parties as they pertain to the
subjects and projects addressed herein. Both 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
AUTHORITY agrees to the following responsibilities for funding of the PROJECT:
I
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A. AUTHORITY shall implement the PROJECT based on the intent of the usage in the
APPLICATION prepared by the APPLICANT AGENCY in accordance with the policies and procedures
contained in the SCCP and Comprehensive Transportation Funding Program (CTFP) Guidelines.
B. 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.
C. AUTHORITY will act as the LEAD AGENCY and provide and file all documentation
necessary to comply with California Environmental Quality Act (CEQA) regulations for PROJECT.
D. AUTHORITY shall perform web -based public outreach activities for the project to
communicate major project milestones and results.
E. AUTHORITY shall provide formats, templates, and guidance in reporting requirements as
described in the SCCP and CTFP Guidelines.
F. AUTHORITY, or agents of AUTHORITY, under this Agreement and upon closeout of
PROJECT, may perform a technical and/or field review to ensure that the guidelines, policies, and
procedures were followed. Such a review may be performed one hundred and eighty (180) days after the
PROJECT three-year grant period is complete. If the technical and or field review determines that any of
the activities performed are ineligible for SCCP funding, PARTICIPATING AGENCIES must reimburse
and return the amount of funding used to perform the ineligible activity to AUTHORITY.
G. AUTHORITY shall invoice the PARTICIPATING AGENCIES as identified in
APPLICATION and Attachment A for the dollar cash match at the end of the Primary Implementation
phase or at a mutually agreed upon time to facilitate any respective AGENCY funding timeframes.
H. AUTHORITY shall request updates for the PROJECT as part of semi-annual review
process, including documentation of in -kind match conforming to Attachment A and will include the
PROJECT in the list of active projects in OC Fund Tracker until completion of the three-year grant period.
Documents to be provided include, but are not limited to, payroll records, contracts, and purchase orders.
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ARTICLE 4. RESPONSIBILITIES OF THE AUTHORITY AS PROJECT LEAD AGENCY
The AUTHORITY as the LEAD AGENCY agrees to the following responsibilities for the
implementation of the PROJECT:
A. AUTHORITY shall act asthe LEAD AGENCY for the work necessaryto manage, procure,
and complete the PROJECT as identified in APPLICATION.
B. To coordinate outreach with PARTICIPATING AGENCIES for PROJECT.
C. To collect all data necessary to provide new optimized timing plans including, but not
limited to, manual or video all movement counts at each PROJECT signalized intersection, and a mutually
agreed upon number and location of twenty-four (24) hour / seven (7) day automated machine traffic
counts with vehicle classification.
D. To develop and implement new timing plans optimized for signal synchronization.
E. To provide updated timing plans for all control systems and all relevant data used to
develop said plans to PARTICIPATING AGENCIES.
F. To prepare a "Before and After Study" for PROJECT as described in the Measure M2
Eligibility Guidelines adopted by the AUTHORITY. The "Before and After Study" for the project is
considered the equivalent of the required Project Final Report (Measure M2 Ordinance No. 3, Section
B.111.9) for PROJECT. The AUTHORITY shall provide the "Before and After Study" to the
PARTICIPATING AGENCIES in draft and final formats for review and comment. AGENCY comments
shall be noted in the final study. If specified in APPLICATION, AUTHORITY shall provide a "Before and
After Study" video of a representative portion of PROJECT at up to two (2) public meetings.
ARTICLE 5. RESPONSIBILITIES OF THE PARTICIPATING AGENCIES
PARTICIPATING AGENCIES agree to the following responsibilities for implementation and
funding of PROJECT:
A. Provide a technical representative to meet and participate as a member of the
PROJECT's Traffic Forum.
II
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B. To authorize the AUTHORITY to manage, procure, and implement all aspects of
PROJECT.
C. To participate and support PROJECT implementation within the timeframe outlined in
APPLICATION and consistent with the SCCP and CTFP Guidelines adopted by AUTHORITY.
D. To provide AUTHORITY 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 ATMS timing plans and other ITS related
data upon request.
E. To provide the local cash match for PROJECT in accordance with Attachment A.
Failure to provide local cash match may result in the loss of future participation for competitive funding
opportunities.
F. PARTICIPATING AGENCIES that have included a dollar match as identified in
Attachment A shall provide payment for the dollar match to AUTHORITY within thirty (30) calendar
days of receipt of an invoice.
H. To waive all fees associated with any local agency permits that may be required of the
consultant, sub consultants, and/or service or equipment providers in the performance of the PROJECT.
I. PARTICIPATING AGENCIES shall provide updates on PROJECT to AUTHORITY as
part of semi-annual review process until completion of the three-year PROJECT grant period. Documents
to be provided include, but are not limited to, payroll records, contracts, and purchase orders.
K. The project is partially funded by Senate Bill 1 (SB-1) and PARTICIPATING AGENCIES
agree to comply with all applicable SB-1 Accountability Guidelines, Solutions to Congested Corridors
Program and State requirements.
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 designee, and the actions required to be
II
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taken by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief
Executive Officer or 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
provision with respect to audits shall extend to and/or be included in contracts with PARTICIPATING
AGENCIES' contractor.
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.
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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.
C. The indemnification and defense obligations of this Agreement shall survive its expiration
or termination.
2025.
ARTICLE 9. ADDITIONAL PROVISIONS
A. Term of Agreement: This Agreement shall be in full force and effect through June 30,
B. Amendment: This Agreement may be extended or amended in writing at any time by the
mutual consent of all Parties and AUTHORITY. No amendment shall have any force or effect unless
executed in writing by all Parties and AUTHORITY.
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: Either 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.
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E. Compliance: AUTHORITY and PARTICIPATING AGENCIES shall comply with all
applicable federal, state, and local laws, statues, ordinances and regulations of any governmental
authority having jurisdiction over the PROJECT.
F. LegalAuthority: AUTHORITY and PARTICIPATING AGENCIES 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
of which together shall constitute the same agreement. Facsimile 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 either Party without the prior written consent
of the other Party 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 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:
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COOPERATIVE AGREEMENT NO. C-0-2039
WARNER AVENUE — RTSSP
To FOUNTAIN VALLEY:
To AUTHORITY:
City of Fountain Valley
Orange County Transportation Authority
10200 Slater Avenue
550 South Main Street
Fountain Valley, CA 92708
P. O. Box 14184
Orange, CA 92863-1584
Attention: Temo Galvez
Attention: Venita Anderson
Deputy Public Works Director / City Engineer
Senior Contract Administrator
Tel: (714) 593-4517
Tel: (714) 560-5427
Email: temo.qalvezoc fountainvalley.org
E-mail: vanderson6aDocta.net
To SANTA ANA:
To HUNTINGTON BEACH:
City of Santa Ana
City of Huntington Beach
20 Civic Center Plaza
2000 Main Street
M-43
Huntington Beach, CA 92648
Santa Ana, CA 92702
Attention: Cesar Rodriguez
Attention: William Janusz
Acting Senior Civil Engineer
Principal Civil Engineer
Tel: (714) 647-5626
Tel: (714) 374-1628
Email: Crodrigueza-santa-ana.org
Email: wianusza-surfcity-hb.org
M. Force Maieure: Either Party shall be excused from performing its obligations under this
Agreement during the time and to the extent that it is prevented from performing by an unforeseeable
cause beyond its control, including but not limited to: any incidence of fire, flood; acts of God;
commandeering of material, products, plants orfacilities bythe 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.
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COOPERATIVE AGREEMENT NO. C-0-2039
WARNER AVENUE — RTSSP
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-0-2039 to be
executed on the date of the last signature below.
CITY OF FOUNTAIN VALLEY
By:
Cheryl Brothers
Mayor
Date:
ATTEST:
By:
Rick Miller
City Clerk
Date:
APPROVED AS TO FORM
By:
Colin Burns
City Attorney
Date:
ORANGE COUNTY TRANSPORTATION AUTHORITY
By:
Meena Katakia
Manager, Capital Projects
APPROVED AS TO FORM:
Bv:
James M. Donich
General Counsel
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COOPERATIVE AGREEMENT NO. C-0-2039
WARNER AVENUE — RTSSP
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-0-2039 to be
executed on the date of the last signature below.
CITY OF HUNTINGTON BEACH
By:
Lyn Semeta
Mayor
Date:
ATTEST:
By:
Robin Estanislau
City Clerk
Date:
APPROVED AS TO FORM
By:
Michael E. Gates
City Attorney
Date:
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COOPERATIVE AGREEMENT NO. C-0-2039
WARNER AVENUE — RTSSP
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-0-2039 to be
executed on the date of the last signature below.
CITY OF SANTA ANA
By:
Kristine Ridge
City Manager
Date:
ATTEST:
By:
Daisy Gomez
Clerk of the Council
Date:
APPROVED AS TO FORM
Sonia R. Ca�rvalho, City Attorney
By. I '- -f..,, 'L
Jo n M. Funk
Assistant City Attorney
Date: April 30, 2020
RECOMMENDED FOR APPROVAL
Nabil Saba, PE
Executive Director
Public Works Agency
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COOPERATIVE AGREEMENT NO. C-9-2039
WARNER AVENUE - RTSSP
ATTACHMENT A
DETAILED LOCAL MATCH COMMITMENT
AGENCY
TOTAL CASH MATCH*
Primary Implementation
Operations & Maintenance
City of Fountain Valley
$ 60, 911.00
$ 3, 840.00
$ 64,751.00
City of Huntington Beach
$ 48,743.00
$ 7,680.00
$ 56,423.00
City of Santa Ana
$ 74, 637.00
$ 8, 640.00
$ 83,277.00
TOTAL
$ 184,291.00
$ 20,160.00
$ 204,461.00
*No in -kind match allowed on this project
Page A - 1
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EXHIBIT 4
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COOPERATIVE AGREEMENT NO. C-0-2038
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITIES OF FOUNTAIN VALLEY, HUNTINGTON BEACH, AND SANTA ANA
FOR
MACARTHUR BOULEVARD / TALBERT AVENUE REGIONAL TRAFFIC SIGNAL
SYNCHRONIZATION PROGRAM PROJECT
THIS COOPERATIVE AGREEMENT (Agreement), is effective this day of
, 2020 (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 Fountain Valley,
Huntington Beach, and Santa Ana (hereinafter referred to as "PARTICIPATING AGENCIES') each
individually known as "Party" and collectively known as the "Parties".
RECITALS:
WHEREAS, the AUTHORITY in cooperation with the PARTICIPATING AGENCIES is working
together in coordinating traffic signals across multiple jurisdictional boundaries as a part of the Solutions
for Congested Corridors Program (hereinafter, "SCCP") and the Measure M2 Regional Traffic Signal
Synchronization Program (hereinafter, "RTSSP" or "Project P") to enhance countywide traffic flow and
reduce congestion; and
WHEREAS, the AUTHORITY has competed in the competitive 2018 SCCP Call for Projects
(hereinafter, "2018 SCCP CALL') in support of the SCCP and was awarded Senate Bill 1 funds based
on the application (hereinafter, "APPLICATION") prepared by the AUTHORITY (hereinafter referred to
as the "APPLICANT AGENCY) for implementation of signal synchronization of traffic signals along
MacArthur Boulevard / Talbert Avenue between the intersections of Walmart Shopping Center in the City
of Huntington Beach and MacArthur Place in the City of Santa Ana (hereinafter, "PROJECT'); and
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WHEREAS, the PARTICIPATING AGENCIES have elected to designate the AUTHORITY and
the AUTHORITY agrees to act as the implementing agency to carry out PROJECT; and
WHEREAS, the PROJECT will include approximately twenty-six (26) traffic signalized
intersections; and
WHEREAS, the PROJECT will include Intelligent Transportation System (ITS) elements
identified in the APPLICATION including certain hardware and software upgrades to intersection and
central control systems including Advanced Transportation Controller units (ATC), telematics and
interconnect systems, Advanced Transportation Management Systems (ATMS), Roadside Units
(RSU), and other associated systems (hereinafter collectively referred to as "ITS ELEMENTS"), will
be 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 (hereinafter, "OTHER ELEMENTS") that should be installed at the
same time as the construction of the PROJECT and are not part of this Agreement; and
WHEREAS, all 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 during the
project; and
WHEREAS, AUTHORITY and each respective Party acknowledge and understand that in-
house resources (staff) from Party will provide various services for PROJECT; and
WHEREAS, AUTHORITY and each respective Party acknowledge and understand that
PROJECT costs for various types of additional work required by each respective Party, by its staff, or
by policy, may not have been included in the original application and therefore costs to contractors or
consultants to comply with staff requirements are not included in the PROJECT allocation; and
WHEREAS, AUTHORITY and Parties agree that these costs will be paid by PROJECT; and
WHEREAS, Parties and each respective Party acknowledge and understand that the costs for
the additional work may be reversed by AUTHORITY's Audit; and
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WHEREAS, based on AUTHORITY's Board of Directors approved PROJECT ALLOCATION, the
AUTHORITY agrees to implement the PROJECT; and
WHEREAS, the PARTICIPATING AGENCIES agree to provide PROJECT funding in a cash
match of One Hundred Forty Eight Thousand, Seventy Six Dollars ($148,076), as shown in Attachment
A, or equivalent to at least four percent (4%) of PROJECT cost; and
WHEREAS, the AUTHORITY and the PARTICIPATING AGENCIES desire to enter into this
Agreement to implement the PROJECT in support of SCCP and Project P; 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 AUTHORITY'S Board of Directors authorized funding for the PROJECT on
January 27, 2020; and
WHEREAS, the City of Fountain Valley's City Council approved this Agreement on the
day of 2020.
WHEREAS, the City of Huntington Beach's City Council approved this Agreement on the
day of 2020.
WHEREAS, the City of Santa Ana's City Council approved this Agreement on the day of
, 2020.
NOW, THEREFORE, it is mutually understood and agreed by 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 AUTHORITY and PARTICIPATING AGENCIES and it supersedes all prior
representations, understandings, and communications. The invalidity in whole or in part of any term or
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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. 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 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 AUTHORITY except when
specifically confirmed in writing by an authorized representative of 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 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 AUTHORITY's obligation in respect thereto shall continue in full 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 Parties as they pertain to the
subjects and projects addressed herein. Both 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
AUTHORITY agrees to the following responsibilities for funding of the PROJECT:
I
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COOPERATIVE AGREEMENT NO. C-0-2038
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A. AUTHORITY shall implement the PROJECT based on the intent of the usage in the
APPLICATION prepared by the APPLICANT AGENCY in accordance with the policies and procedures
contained in the SCCP and Comprehensive Transportation Funding Program (CTFP) Guidelines.
B. 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.
C. AUTHORITY will act as the LEAD AGENCY and provide and file all documentation
necessary to comply with California Environmental Quality Act (CEQA) regulations for PROJECT.
D. AUTHORITY shall perform web -based public outreach activities for the project to
communicate major project milestones and results.
E. AUTHORITY shall provide formats, templates, and guidance in reporting requirements as
described in the SCCP and CTFP Guidelines.
F. AUTHORITY, or agents of AUTHORITY, under this Agreement and upon closeout of
PROJECT, may perform a technical and/or field review to ensure that the guidelines, policies, and
procedures were followed. Such a review may be performed one hundred and eighty (180) days after the
PROJECT three-year grant period is complete. If the technical and or field review determines that any of
the activities performed are ineligible for SCCP funding, PARTICIPATING AGENCIES must reimburse
and return the amount of funding used to perform the ineligible activity to AUTHORITY.
G. AUTHORITY shall invoice the PARTICIPATING AGENCIES as identified in
APPLICATION and Attachment A for the dollar cash match at the end of the Primary Implementation
phase or at a mutually agreed upon time to facilitate any respective Party funding timeframes.
H. AUTHORITY shall request updates for the PROJECT as part of semi-annual review
process, including documentation of in -kind match conforming to Attachment A and will include the
PROJECT in the list of active projects in OC Fund Tracker until completion of the three-year grant period.
Documents to be provided include, but are not limited to, payroll records, contracts, and purchase orders.
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COOPERATIVE AGREEMENT NO. C-0-2038
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ARTICLE 4. RESPONSIBILITIES OF THE AUTHORITY AS PROJECT LEAD AGENCY
The AUTHORITY as the LEAD AGENCY agrees to the following responsibilities for the
implementation of the PROJECT:
A. AUTHORITY shall act asthe LEAD AGENCY for the work necessaryto manage, procure,
and complete the PROJECT as identified in APPLICATION.
B. To coordinate outreach with PARTICIPATING AGENCIES for PROJECT.
C. To collect all data necessary to provide new optimized timing plans including, but not
limited to, manual orvideo all movement counts at each PROJECT signalized intersection, and a mutually
agreed upon number and location of twenty-four (24) hour / seven (7) day automated machine traffic
counts with vehicle classification.
D. To develop and implement newtiming plans optimized for signal synchronization.
E. To provide updated timing plans for all control systems and all relevant data used to
develop said plans to PARTICIPATING AGENCIES.
F. To prepare a "Before and After Study" for PROJECT as described in the Measure M2
Eligibility Guidelines adopted by the AUTHORITY. The "Before and After Study" for the project is
considered the equivalent of the required Project Final Report (Measure M2 Ordinance No. 3, Section
B.111.9) for PROJECT. The AUTHORITY shall provide the "Before and After Study" to the
PARTICIPATING AGENCIES in draft and final formats for review and comment. Party comments shall
be noted in the final study. If specified in APPLICATION, AUTHORITY shall provide a "Before and After
Study" video of a representative portion of PROJECT at up to two (2) public meetings.
ARTICLE 5. RESPONSIBILITIES OF THE PARTICIPATING AGENCIES
PARTICIPATING AGENCIES agree to the following responsibilities for implementation and
funding of PROJECT:
A. Provide a technical representative to meet and participate as a member of the
PROJECT's Traffic Forum.
II
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B. To authorize the AUTHORITY to manage, procure, and implement all aspects of
PROJECT.
C. To participate and support PROJECT implementation within the timeframe outlined in
APPLICATION and consistent with the SCCP and CTFP Guidelines adopted by AUTHORITY.
D. To provide AUTHORITY 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 ATMS timing plans and other ITS related
data upon request.
E. To provide the local cash match for PROJECT in accordance with Attachment A.
Failure to provide local cash match and or evidence of in -kind services match may result in the loss
of future participation for competitive funding opportunities.
F. PARTICIPATING AGENCIES that have included a dollar match as identified in
Attachment A shall provide payment for the dollar match to AUTHORITY within thirty (30) calendar
days of receipt of an invoice.
G. To waive all fees associated with any local agency permits that may be required of the
consultant, sub consultants, and/or service or equipment providers in the performance of the PROJECT.
H. PARTICIPATING AGENCIES shall provide updates on PROJECT to AUTHORITY as
part of semi-annual review process until completion of the three-year PROJECT grant period. Documents
to be provided include, but are not limited to, payroll records, contracts, and purchase orders.
I. PARTICIPATING AGENCIES shall, if specified in APPLICATION, continue Ongoing
Operations and Maintenance after the three-year grant period is complete and continue until the end of
the PROJECT per additional maintenance of effort in APPLICATION.
J. The project is partially funded by Senate Bill 1 (SB-1) and PARTICIPATING AGENCIES
agree to comply with all applicable SB-1 Accountability Guidelines, Solutions to Congested Corridors
Program and State requirements.
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COOPERATIVE AGREEMENT NO. C-0-2038
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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 designee, and the actions required to be
taken by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief
Executive Officer or 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
provision with respect to audits shall extend to and/or be included in contracts with PARTICIPATING
AGENCIES' contractor.
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
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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.
C. The indemnification and defense obligations of this Agreement shall survive its expiration
or termination.
2025.
ARTICLE 9. ADDITIONAL PROVISIONS
A. Term of Agreement: This Agreement shall be in full force and effect through June 30,
B. Amendment: This Agreement may be extended or amended in writing at any time by the
mutual consent of all Parties and AUTHORITY. No amendment shall have any force or effect unless
executed in writing by all Parties and AUTHORITY.
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.
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D. Termination for Convenience: Either 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. Compliance: AUTHORITY and PARTICIPATING AGENCIES shall comply with all
applicable federal, state, and local laws, statues, ordinances and regulations of any governmental
authority having jurisdiction over the PROJECT.
F. LegalAuthority: AUTHORITY and PARTICIPATING AGENCIES 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
of which together shall constitute the same agreement. Facsimile 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 either Party without the prior written consent
of the other Party 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 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.
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L. Notices: Any notices, requests, or demands made between the Parties pursuant to this
Agreement are to be directed as follows:
To FOUNTAIN VALLEY:
To AUTHORITY:
City of Fountain Valley
Orange County Transportation Authority
10200 Slater Avenue
550 South Main Street
Fountain Valley, CA 92708
P. O. Box 14184
Orange, CA 92863-1584
Attention: Temo Galvez
Attention: Venita Anderson
Deputy Public Works Director / City Engineer
Senior Contract Administrator
Tel: (714) 593-4517
Tel: (714) 560-5427
Email: temo.qalvezoc fountainvalley.oM
E-mail: vanderson(cDocta.net
To SANTA ANA:
To HUNTINGTON BEACH:
City of Santa Ana
City of Huntington Beach
20 Civic Center Plaza
2000 Main Street
M-43
Huntington Beach, CA 92648
Santa Ana, CA 92702
Attention: Cesar Rodriguez
Attention: William Janusz
Acting Senior Civil Engineer
Principal Civil Engineer
Tel: (714) 647-5626
Tel: (714) 374-1628
Email: Crodriguez(cDsanta-ana.org
Email: wian usz(cDsurfcity-h b.o rg
M. Force Maieure: Either Party shall be excused from performing its obligations under this
Agreement during the time and to the extent that it is prevented from performing by an unforeseeable
cause beyond its control, including but not limited to: any incidence of fire, flood; acts of God;
commandeering of material, products, plants orfacilities bythe federal, state or local government; national
fuel shortage; or a material act or omission by the other Party, when satisfactory evidence of such cause
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COOPERATIVE AGREEMENT NO. C-0-2038
MACARTHUR BOULEVARD /TALBERT AVENUE— RTSSP
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.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-0-2038 to be
executed on the date of the last signature below.
CITY OF FOUNTAIN VALLEY
Bv:
Cheryl Brothers
Mayor
Date:
ATTEST:
By:
Rick Miller
City Clerk
Date:
APPROVED AS TO FORM
Bv:
Colin Burns
City Attorney
Date:
ORANGE COUNTY TRANSPORTATION AUTHORITY
By:
Meena Katakia
Manager, Capital Projects
APPROVED AS TO FORM:
Bv:
James M. Donich
General Counsel
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COOPERATIVE AGREEMENT NO. C-0-2038
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-0-2038 to be
executed on the date of the last signature below.
CITY OF HUNTINGTON BEACH
By:
Lyn Semeta
Mayor
Date:
ATTEST:
By:
Robin Estanislau
City Clerk
Date:
APPROVED AS TO FORM
By:
Michael E. Gates
City Attorney
Date:
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COOPERATIVE AGREEMENT NO. C-0-2038
MACARTHUR BOULEVARD /TALBERT AVENUE— RTSSP
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-0-2038 to be
executed on the date of the last signature below.
CITY OF SANTA ANA
By:
Kristine Ridge
City Manager
Date:
I_r01=-1l
By:
Daisy Gomez
Clerk of the Council
Date:
APPROVED AS TO FORM
Sonia R. Carvalho, City Attorney
By: %T.&
J hn M. Funk
Assistant City Attorney
Date: April 30, 2020
RECOMMENDED FOR APPROVAL
Nabil Saba, PE
Executive Director
Public Works Agency
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COOPERATIVE AGREEMENT NO. C-9-2038
MACARTHUR BOULEVARD / TALBERT AVENUE - RTSSP
ATTACHMENT A
DETAILED LOCAL MATCH COMMITMENT
AGENCY
TOTAL CASH MATCH*
Primary Implementation
Operations & Maintenance
City of Fountain Valley
$ 64, 398.00
$ 3, 840.00
$ 68,238.00
City of Huntington Beach
$ 1,440.00
$ 960.00
$ 2,400.00
City of Santa Ana
$ 69, 758.00
$ 7,680.00
$ 77,438.00
TOTAL
$ 135,596.00
$ 12,480.00
$ 148,076.00
* No in -kind match allowed on this project.
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