HomeMy WebLinkAbout25I - AGMT - GG BLVD AND MAIN STREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
NOVEMBER 20, 2018
TITLE:
APPROVE COOPERATIVE
AGREEMENTS FOR GRANT -FUNDED
TRAFFIC SIGNAL SYNCHRONIZATION
CORRIDORS ON MAIN STREET AND ON
GARDEN GROVE BOULEVARD
(PROJECT NOS. 19-6949 & 19-6950)
(STRATEGIC PLAN NO. 6, 1 B)
i
CITYMANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 1s' Reading
❑ Ordinance on 2nd Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute two cooperative agreements with
Orange County Transportation Authority identifying each agency's roles and responsibilities,
including the City of Santa Ana match requirements of $336,090 to implement the Traffic Signal
Synchronization Corridor project on Main Street and $5,420 to implement the Traffic Signal
Synchronization Corridor project on Garden Grove Boulevard, for the term beginning upon
approval of the City of Santa Ana, Orange County Transportation Authority, and the other
participating agencies' boards, and effective until December 31, 2023, with an option to be
extended, subject to nonsubstantive changes approved by the City Manager and City Attorney.
DISCUSSION
On November 29, 2017, the City Council authorized staff to submit joint applications with
participating agencies to the Orange County Transportation Authority (OCTA) to request funding
consideration of the renewed Measure M2 Regional Traffic Signal Synchronization Program. The
two inter -jurisdictional traffic signal synchronization corridors and corresponding participating
agencies are:
o Main Street Corridor, which traverses Santa Ana, Orange, Irvine, and Caltrans
jurisdictions (Exhibit 1)
o Garden Grove Boulevard Corridor, which traverses Santa Ana, Garden Grove, Orange,
and Westminster jurisdictions (Exhibit 2)
In June 2018, the OCTA Board approved the renewed Measure M2 Regional Traffic Signal
Synchronization Program funding request for both the Main Street and Garden Grove Boulevard
projects. While OCTA will act as lead agency for each of the two projects, a cooperative
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Cooperative Agreements for Main Street and Garden Grove Boulevard
Traffic Signal Synchronization Projects
November 20, 2018
Page 2
agreement is needed to identify the roles and responsibilities of each participating agency,
including OCTA oversight to maintain inter -jurisdictional synchronization on the project during the
three-year grant period. Therefore, a cooperative agreement for each project approved by each of
the corridor's participating agency city councils and the OCTA Board is required. Upon completion
of the grant period, responsibility for ongoing signal maintenance will revert to the respective local
agencies (Exhibits 3, 4).
The Measure M2 grant for the Main Street project is $3,899,185. The match by the participating
cities will provide $764,544. The City of Santa Ana's share of the matching funds is $336,090, of
which $295,194 is a cash amount and $40,896 is in-kind staff support.
The Measure M2 grant for the Garden Grove Boulevard project is $2,116,670. The match by the
participating cities will provide $529,168. The City of Santa Ana's share of the matching funds is a
$5,420 cash amount.
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
Funds for the City's share of the project cost are budgeted and available in the Measure M2 Street
Construction Fund (Account No. 03217662-66220; Project No. 19-6949 and Project No. 19-6950)
for expenditure in the fiscal years identified in the following estimated spending plan:
Main Street Proiect
Fiscal Year Amount
FY 2018-19 (February — June 2018) $10,000
FY 2019-20 (July 2019 — June 2020) $321,090
FY 2020-21 (July 2020 — June 2021) $5,000
TOTAL:
2019 — June
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$5,420
Cooperative Agreements for Main Street and Garden Grove Boulevard
Traffic Signal Synchronization Projects
November 20, 2018
Page 3
7 APPROVED AS TO FUNDS AND ACCOUNTS:
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Fuad S. weiss, PE, PLS Kathryn Downs, CPA vA"-So�s,,,�,
Executive Director Executive Director
Public W ks Agency Finance and Management Services Agency
Exhibits: 1. Project Location Map — Main Street
2. Project Location Map — Garden Grove Boulevard
3. Cooperative Agreement - Main Street
4. Cooperative Agreement — Garden Grove Boulevard
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COOPERATIVE AGREEMENT N0. --8 0"
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITIES OF IRVINE, ORANGE, AND SANTA ANA
FOR
MAIN STREET REGIONAL TRAFFIC SIGNAL SYNCHRONIZATION PROGRAM PROJECT
THIS COOPERATIVE AGREEMENT (Agreement), Is effective this day of
201_ 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 Irvine, Orange, 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 Renewed
Measure M (M2) Regional Traffic Signal Synchronization Program (RTSSP or Project P) to enhance
countywide traffic flow and reduce congestion; and
WHEREAS, the AUTHORITY has completed the competitive 2018 Call for Projects (hereinafter,
"2018 CALL") in support of Project P and awarded Project P funds based on the application (hereinafter,
°APPLICATION') prepared by the City of Irvine (hereinafter referred to as the "APPLICANT AGENCY')
for implementation of signal synchronization of traffic signals along Main Street between the Intersections
of Taft Avenue in the City of Orange and Culver Drive in the City of Irvine (hereinafter, "PROJECT'); and
WHEREAS, the PARTICIPATING AGENCIES In their approved APPLICATION have elected to
designate the AUTHORITY and the AUTHORITY agrees to act as the implementing agency to carry out
PROJECT; and
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COOPERATIVE AGREEMENT NO, C-8.1800
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1 WHEREAS, the PROJECT will include approximately sixty-seven (67) traffic signalized
2 intersections as identified in the APPLICATION; and
3 WHEREAS, the PROJECT will Include Intelligent Transportation System (ITS) elements
4 identified in the APPLICATION Including certain hardware and software upgrades to intersection and
5 central control systems including Advanced Transportation Controller units (ATC), telematics and
6 interconnect systems,, Advanced Transportation Management Systems (ATMS), Roadside Units
7 (RSU), and other associated systems (hereinafter collectively referred to as "ITS ELEMENTS"), will
8 be constructed and/or installed and Implemented as part of the PROJECT as Identified In the
9 APPLICATION; and
10 WHEREAS, the AUTHORITY agrees to work with PARTICIPATING AGENCIES to coordinate
11 the inclusion of other ITS elements (hereinafter OTHER ELEMENTS) that should be installed at the
12 same time as the construction of the PROJECT and are not part of this Agreement; and
13 WHEREAS, all costs associated with the inclusion of these OTHER ELEMENTS, if any, are
14 the sole responsibility of the AGENCY owning each and any of those OTHER ELEMENTS during the
15 project; and
16 WHEREAS, AUTHORITY and each respective Party acknowledge and understand that in -
17 house resources (staff) from Party will provide various services for PROJECT, and
18 WHEREAS, AUTHORITY and each respective Party acknowledge and understand that
19 PROJECT costs for various types of additional work required by each respective Party, by its staff, or
20 by policy, may not have been Included In the original application and therefore costs to contractors or
21 consultants to comply with staff requirements are not Included in the PROJECT allocation; and
22 WHEREAS, AUTHORITY and Parties agree that these costs will be paid by PROJECT; and
23 WHEREAS, Parties and each respective Party acknowledge and understand that the costs for
24 the additional work may be reversed by AUTHORITY's Audit; and
25 WHEREAS, based on AUTHORITY's Board of Directors approved PROJECT ALLOCATION and
26 APPLICATION, the AUTHORITY agrees to implement the PROJECT; and
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COOPERATIVE AGREEMENT NO. C-8-1800
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1 WHEREAS, the PARTICIPATING AGENCIES per the M2 Ordinance, agree to provide
2 PROJECT funding In a combined cash and In-kind services match of Seven Hundred Sixty Four
3 Thousand Five Hundred Forty Four Dollars ($764,544.00), as shown in Attachment A, or equivalent to at
4 least twenty percent (20%) of PROJECT cost; and
5 WHEREAS, the AUTHORITY and the PARTICIPATING AGENCIES desire to enter into this
6 Agreement to implement the PROJECT In support of Project P; and
7 WHEREAS, this Agreement defines the speck terms, conditions, and funding responsibilities
8 between the AUTHORITY and the PARTICIPATING AGENCIES for the implementation of the
9 PROJECT; and
10 WHEREAS, the AUTHORITY'S Board of Directors authorized funding for the PROJECT on June
11 11,2018;and
12 WHEREAS, the AUTHORITY's Board of Directors authorized this cooperative agreement on
13 September 10, 2018.
14 WHEREAS, the City of Irvine's City Council approved this Agreement on the day of
15 20_.
16 WHEREAS, the City of Orange's City Council approved this Agreement on the _ day of
17 ,20_
16 WHEREAS, the City of Santa Ana's City Council approved this Agreement on the _day of
19 20_.
20 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and the
21 PARTICIPATING AGENCIES as follows;
22 ARTICLE 1. COMPLETE AGREEMENT
23 A. This Agreement, Including any attachments Incorporated herein and made applicable by
24 reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this
25 Agreement between AUTHORITY and PARTICIPATING AGENCIES and it supersedes all prior
26 representations, understandings, and communications. The Invalidity in whole or in part of any term or
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COOPERATIVE AGREEMENT NO. C-8-1800
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1 condition of this Agreement shall not affect the validity of other term(s) or conditions(s) of this Agreement.
2 The above referenced Recitals are true and correct and are Incorporated by reference herein.
3 B. AUTHORIIY's failure to insist on any instance(s) of PARTICIPATING AGENCIES'
4 performance of any term(s) or oonditlon(s) of this Agreement shall not be construed as a waiver or
5 relinquishment of AUTHORITY's right to such performance or to future performance of such term(s) or
6 condition(s), and PARTICIPATING AGENCIES' obligation In respect thereto shall continue in full force
7 and effect. Changes to any portion of this Agreement shall not be binding upon AUTHORITY except when
8 specifically confirmed in writing by an authorized representative of AUTHORITY by way of a written
9 amendment to this Agreement and issued in accordance with the provisions of this Agreement.
10 C. PARTICIPATING AGENCIES' failure to insist on any instance(s) of AUTHORITY's
11 performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or
12 relinquishment of PARTICIPATING AGENCIES' right to such performance or to future performance of
13 such term(s) or condition(s), and AUTHORITY's obligation in respect thereto shall continue in full force
14 and effect. Changes to any portion of this Agreement shall not be binding upon PARTICIPATING
15 AGENCIES except when specifically confirmed in writing by an authorized representative of
16 PARTICIPATING AGENCIES by way of a written amendment to this Agreement and Issued in
17 accordance with the provisions of this Agreement.
18 ARTICLE 2. SCOPE OF AGREEMENT
19 This Agreement specifies the roles and responsibilities of the Parties as they pertain to the
20 subjects and projects addressed herein. Both AUTHORITY and PARTICIPATING AGENCIES agree
21 that each will cooperate and coordinate with the other in all activities covered by this Agreement and any
22 other supplemental agreements that may be required to facilitate purposes thereof.
23 /
24 /
25 /
26 /
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COOPERATIVE AGREEMENT NO. C-8-1800
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1 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
2 AUTHORITY agrees to the following responsibilities for funding of the PROJECT:
3 A. AUTHORITY shall Implement the PROJECT based on the intent of the usage in the
4 APPLICATION prepared by the APPLICANT AGENCY in accordance with the policies and procedures
5 contained in the Comprehensive Transportation Funding Program (CTFP) guidelines.
6 S. AUTHORITY shall provide oversight to maintain Inter -jurisdictional traffic signal
7 operational integrity between PROJECT and other similar type projects not older than three (3) years,
6 C. AUTHORITY will act as the LEAD AGENCY and provide and file all documentation
9 necessary to comply with California Environmental Quality Act (CEQA) regulations for PROJECT.
10 D. AUTHORITY shall perform web -based public outreach actlAties for the project to
11 communicate major project milestones and results.
12 E. AUTHORITY shall provide formats, templates, and guidance in reporting requirements as
13 described in CTFP.
14 F. AUTHORITY, or agents of AUTHORITY, under this Agreement and upon closeout of
15 PROJECT, may perform a technical and/or field review to ensure that the CTFP guidelines, policies, and
16 procedures were followed. Such a review may be performed one hundred and eighty (180) days after the
17 PROJECT three-year grant period is complete. If the technical and or field review determines that any of
18 the activities performed are ineligible for CTFP funding, PARTICIPATING AGENCIES must reimburse
19 and return the amount of funding used to perform the ineligible activity to AUTHORITY.
20 G. AUTHORITY shall Invoice the PARTICIPATING AGENCIES as identified in
21 APPLICATION and Attachment A for the dollar cash match at the end of the Primary Implementation
22 phase or at a mutually agreed upon time to facilitate any respective AGENCY funding timeframes.
23 H. AUTHORITY shall request updates for the PROJECT as part of semi-annual review
24 process, including documentation of in-kind match conforming to Attachment A and will include the
25 PROJECT in the list of active projects in OC Fund Tracker until completion of the three-year grant period.
26 Documents to be provided include, but are not limited to, payroll records, contracts, and purchase orders.
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COOPERATIVE AGREEMENT NO. C-8-1800
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1 ARTICLE 4. RESPONSIBILITIES OF THE AUTHORITY AS PROJECT LEAD AGENCY
2 The AUTHORITY as the LEAD AGENCY agrees to the following responsibilities for the
3 Implementation of the PROJECT:
4 A. AUTHORITY shall act as the LEAD AGENCY for the work necessary to manage, procure,
5 and complete the PROJECT as Identified in APPLICATION.
6 B. To coordinate outreach with PARTICIPATING AGENCIES for PROJECT.
7 C. To collect all data necessary to provide new optimized timing plans including, but not
8 limited to, manual or video all movement counts at each PROJECT signalized Intersection, and a mutually
9 agreed upon number and location of twenty-four (24) hour / seven (7) day automated machine traffic
10 counts with vehicle classification.
11 D. To develop and Implement new timing plans optimized for signal synchronization.
12 E. To provide updated timing plans for all control systems and all relevant data used to
13 develop said plans to PARTICIPATING AGENCIES.
14 F. To prepare a "Before and After Study" for PROJECT as described in the Measure M2
15 Eligibility Guidelines adopted by the AUTHORITY. The "Before and After Study" for the project is
16 considered the equivalent of the required Project Final Report (Measure M2 Ordinance No. 3, Section
17 6.111.9) for PROJECT. The AUTHORITY shall provide the "Before and After Study" to the
18 PARTICIPATING AGENCIES in draft and final formats for review and comment. AGENCY comments
19 shall be noted in the final study. If specified in APPLICATION, AUTHORITY shall provide a "Before and
20 After Study" video of a representative portion of PROJECT at up to two (2) public meetings.
21 ARTICLE 5. RESPONSIBILITIES OF THE PARTICIPATING AGENCIES
22 PARTICIPATING AGENCIES agree to the following responsibilities for Implementation and
23 funding of PROJECT:
24 A. Provide a technical representative to meet and participate as a member of the
25 PROJECT's Traffic Forum.
26 /
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COOPERATIVE AGREEMENT NO. C-8-1800
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1 B. To authorize the AUTHORITY to manage, procure, and Implement all aspects of
2 PROJECT.
3 C. To participate and support PROJECT Implementation within the timeframe outlined in
4 APPLICATION and consistent with the CTFP Guidelines adopted by AUTHORITY.
5 D. To provide AUTHORITY all. current intersection as -built drawings, all current
6 Intersections controller assembly plans as provided by the manufacturer and modified by Party since
7 original Installation, local field master, local controller, and ATMS timing plans and other ITS related
8 data upon request.
9 E. To provide the local cash match and/or documentation for the in-kind services match
10 for PROJECT in accordance with Attachment A. Failure to provide local cash match and or evidence
11 of in-kind services match may result in the loss of future participation for competitive funding
12 opportunities.
13 F. PARTICIPATING AGENCIES that have included a dollar match as identified in
14 Attachment A shall provide payment for the dollar match to AUTHORITY within thirty (30) calendar
15 days of receipt of an invoice.
16 G. PARTICIPATING AGENCIES that have Included an in-kind services match as identified
17 in Attachment A shall provide documentation of conformance as part of the semi-annual review process.
18 H. To waive all fees associated with any local agency permits that may be required of the
19 consultant, sub consultants, and/or service or equipment providers in the performance of the PROJECT.
20 I. PARTICIPATING AGENCIES shall provide updates on PROJECT to AUTHORITY as
21 part of semi-annual review process until completion of the three-year PROJECT grant period. Documents
22 to be provided include, but are not limited to, payroll records, contracts, and purchase orders.
23 J. PARTICIPATING AGENCIES shall, if specified in APPLICATION, continue Ongoing
24 Operations and Maintenance after the three-year grant period is complete and continue until the end of
25 the PROJECT per additional maintenance of effort in APPLICATION.
26 /
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COOPERATIVE AGREEMENT NO. C-8-1800
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1 K. The project is partially funded by Senate Bill 1 (SB -1) and PARTICIPATING AGENCIES
2 agree to comply with all applicable SB -1 Accountability Guidelines, Local Partnership Program and State
3 requirements.
4 ARTICLE 6. DELEGATED AUTHORITY
5 The actions required to be taken by PARTICIPATING AGENCIES in the implementation of this
6 Agreement are delegated to their respective City Manager, or designee, and the actions required to be
7 taken by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief
8 Executive Officer or designee,
9 ARTICLE 7. AUDIT AND INSPECTION
10 AUTHORITY and PARTICIPATING AGENCIES shall maintain a complete set of records in
11 accordance with generally accepted accounting principles. Upon reasonable notice, PARTICIPATING
12 AGENCIES shall permit the authorized representatives of AUTHORITY to inspect and audit all work,
13 materials, payroll, books, accounts, and other data and records of PARTICIPATING AGENCIES for a
14 period of five (5) years after final payment, final closeout, or until any on-going audit is completed,
15 whichever is later, For purposes of audit, the date of completion of this Agreement shall be the date of
16 AUTHORITY's.payment of consultant's final billing (so noted on the paid invoice) under this Agreement.
17 AUTHORITY shall have the right to reproduce any such books, records, and accounts. The above
18 provision with respect to audits shall extend to and/or be included in contracts with PARTICIPATING
19 AGENCIES' contractor,
20 ARTICLE B. INDEMNIFICATION
21 A. To the fullest extent permitted by law, PARTICIPATING AGENCIES shall defend
22 (at PARTICIPATING AGENCIES' sole cost and expense with legal counsel reasonably acceptable to
23 AUTHORITY), Indemnify, protect, and hold harmless AUTHORITY, and Its officers, directors, employees,
24 and agents (collectively the 'Indemnified Parties"), from and against any and all liabilities, actions, suits,
25 claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders,
26 penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not
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1 limited to Claims arising from Injuries to or death of persons (PARTICIPATING AGENCIES' employees
2 Included), for damage to property, Including property owned by AUTHORITY, or from any violation of any
3 federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful
4 misconduct of PARTICIPATING AGENCIES, Its officers, directors, employees or agents in connection
5 with or arising out of the performance of this Agreement.
6 B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole
7 cost and expense with legal counsel reasonably acceptable to PARTICIPATING AGENCIES), indemnify,
8 protect, and hold harmless PARTICIPATING AGENCIES, including their officers, directors, employees,
9 and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits,
10 claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders,
11 penalties, and expenses including legal costs and attomey fees (collectively "Claims"), Including but not
12 limited to Claims arising from injuries to or death of persons (AUTHORITY's employees included), for
13 damage to property, including property owned by PARTICIPATING AGENCIES, or from any violation of
14 any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or
15 .willful misconduct of AUTHORITY, its officers, directors, employees or agents in connection with or arising
16 but of the performance of this Agreement,
17 C. The Indemnification and defense obligations of this Agreement shall survive Its expiration
18 ortermination.
19 ARTICLE 9. ADDITIONAL PROVISIONS
20 A. Term of Agreement: This Agreement shall be in full force and effect through December
21 .31, 2023.
22 B. Amendment: This Agreement may be extended or amended in writing at any time by the
23 mutual consent of all Parties and AUTHORITY. No amendment shall have any force or effect unless
24 executed in writing by all Parties and AUTHORITY.
25 C. Termination: In the event any Party defaults in the performance of their respective
26 obligations under this Agreement or breaches any of the provisions of this Agreement, a non -defaulting
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1 Partys) shall have the option to terminate this Agreement upon thirty (30) calendar days prior written
2 notice to the Party in default.
3 D. Termination for Convenience: Either Part may terminate this
Y Y Agreement for Its
4 convenience by providing thirty (30) calendar days prior written notice of its intent to terminate for
5 convenience to the other Party.
6 E. AUTHORITY and PARTICIPATING AGENCIES shall comply with all applicable federal,
7 state, and local laws, statues, ordinances and regulations of any governmental authority having
8 jurisdiction over the PROJECT.
9 F. Legal Authorit : AUTHORITY and PARTICIPATING AGENCIES hereto consent that they
10 are authorized to execute this Agreement on behalf of said Parties and that, by so executing this
11 Agreement, the Parties hereto are formally bound to the provisions of this Agreement.
12 G. Severability If any term, provision, covenant or condition of this Agreement is held to be
13 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the
14 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or
15 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
16 H. Counterparts of Agreement: This Agreement may be executed and delivered in any
17 number of counterparts, each of which, when executed and delivered shall be deemed an original and all
18 of which together shall constitute the same agreement. Facsimile signatures shall be permitted.
19 I. Assignment; Neither this Agreement, nor any of the Parties'rights, obligations, duties, or
20 authority hereunder may be assigned In whole or in part by either Party without the prior written consent
21 of the other Party in Its sole and absolute discretion. Any such attempt of assignment shall be deemed
22 void and of no force and effect. Consent to one assignment shall be deemed consent to any subsequent
23 assignment, nor the waiver of any right to consent to such subsequent assignment,
24 J. Governing Law: The laws of the State of California and applicable local and federal laws,
25 regulations and guidelines shall govern this Agreement.
26 /
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COOPERATIVE AGREEMENT NO. C-8-1800
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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 IRVINE:
To AUTHORITY:
City of Irvine
Orange County Transportation Authority
1 Civic Center Plaza
550 South Main Street
Irvine, CA 92623.9575
P. O. Box 14184
Orange, CA 92863-1584
Attention: Jaimee Bourgeois
Attention: Michael Le
Traffic Engineer
Contract Administrator
Tel: (949) 724-6369
Tel: (714) 560-5314
Email: ibourgeols(dicitvoflrvine.org
E-mail: mle1(c1i).00ta.net
To SANTA ANA:
To ORANGE:
City of Santa Ana
City of Orange
20 Civic Center Plaza
300 E. Chapman Avenue
M-43
Orange, CA 92866
Santa Ana, CA 92702
Attention: Cesar Rodriguez
Attention: Kathy Nguyen
Acting Senior Civil Engineer
Senior Civil Engineer
Tel: (714) 647-5626
Tel: (714) 744-5528
Email: Crodricuezaasanta-ana.ora
Email: kncuyen(acitvoforange.org
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COOPERATIVE AGREEMENT NO, C44800
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1 M. Force Maieure; Either Party shall be excused from performing its obligations under this
2 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable
3 cause beyond its control, including but not limited to: any incidence of fire, flood; acts of God;
4 commandeering of material, products, plants orfacllities bythe federal, state or local government; national
5 fuel shortage; or a material act or omission by the other Party, when satisfactory evidence of such cause
6 is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond
7 the control and Is not due to the fault or negligence of the Party not performing.
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COOPERATIVE AGREEMENT NO. C•8.1800
MAIN STREET— RTSSP
This Agreement shall be made effective upon execution by all Parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-8-1800 to be
executed on the date first written above.
CITY OF IRVINE
Bv:
Donald P. Wagner
Mayor
ATTEST:
Bv:
Molly McLaughlin
City Clerk
APPROVED AS TO FORM
By:
Jeffrey Melching
City Attorney
Dated:
ORANGE COUNTY TRANSPORTATION AUTHORITY
By:
Darrell E. Johnson
Chief Executive Officer
APPROVED AS TO FORM:
Bv:
James M. Donich
General Counsel
APPROVAL RECOMMENDED:
By:
Kia Mortazavi
Executive Director, Punning
Dated:
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COOPERATIVE AGREEMENT NO. C-8-1800
MAIN STREET— RTSSP
This Agreement shall be made effective upon execution by all Parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-8-1800 to be
executed on the date first written above.
CITY OF ORANGE
By,
Teresa P. Smith
Mayor
ATTEST:
By:
Mary E. Murphy
City Clerk
APPROVED AS TO FORM
By:
Wayne Winthers
City Attorney
Dated:
L:1CemmICLERICAL\WGRDpROCWGREE41G81800.docx Page 14 of 15
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COOPERATIVE AGREEMENT NO. C-8-1800
MAIN STREET— RTSSP
This Agreement shall be made effective upon execution by all Parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-8-1800 to be
executed on the date first written above.
CITY OF SANTA ANA
By:
Raul Godinez II
City Manager
ATTEST:
Bv:
Maria D. Huizar
Clerk of the Council
APPROVED AS TO FORM
By:
Sis R. Carvalho
141-
CI y Attomay
Dated:
Page 15 of 15
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251-23
COOPERATIVE AGREEMENT NO. C-8.1 Boo
MAIN STREET - RT,9SP
ATTACHMENT
MAILED LOCAL MATCH COMMITMENT
SECTION 1: AGENCY TOTAL MATCH SUMMARY
respective phase. However, Cash Match is W07"a`Ab_"'d t_Wbue converted ron' "etch
ll GummitmentDYMO MCI of the
toln-kIndmatch.
SECTION 2: MATCH BREAKDOWN (CASH VS IN-KIND SERVICES)
fi- Cash Match
AGENFY7,
CASH MAtCHAN
pMCUNPbFtASH.,�eNTRIPUTIION
TOTAL
MATCH
$243,797
Origofngt-
P'r' m" mohito(Ing
.Primary
hdonixOdn�.;
Implamentaklon
AGENCY_.....
G.:: - aLgn $`
Implementation
$ 709,948
Imil rlanr�.
City of
$234, $9,120
$234,677
$9,120
Irvine
$0
$243,797
$243,797
City of
$166,097
$4,140
$12,400 T $2,100
::$::1:78:4:17 �$6,240
Orange,
$170,157
$14,500
$184,657
City of
Santa
$289,190
$14,004
$381700
$2,796
$319,290
$16,800
Ana
$295,194
$40,898
$336,09 , 0:
T77,77777=
a'
sRl-
TOTALI $�.WL448 I'
'7
"U'Ull may velconvemorocasn mAtph ff
$ 1 44
respective phase. However, Cash Match is W07"a`Ab_"'d t_Wbue converted ron' "etch
ll GummitmentDYMO MCI of the
toln-kIndmatch.
SECTION 2: MATCH BREAKDOWN (CASH VS IN-KIND SERVICES)
fi- Cash Match
AGENFY7,
SOURCE ,r
pMCUNPbFtASH.,�eNTRIPUTIION
City of Irvine
M2 Fafrshare or General Fund
$243,797
City of Orange
M2 FaIrshare
$170,167
City of Santa AnaM2
Fairshare
$295,194
TOTAL
$ 709,948
PageA- I
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COOPERATIVE AGREEMENT NO. C-8.1800
MAIN STREET - RTSSP
ATTACHMENT A
B. In -Kind Services
11, Spe
cific Improvements (List Items and Cost):
Agenty5+"- .improveij(eni. _ ,Exprtnditure; ,
TOTAL $ 0
A staifin Commitment:
f Aj'.,ENOW
81AFPp9S111bN
YPE`QF" -
T SEIj4iC@
Nb QF
xpU j -
BURRS FQ!
i• .":
Y�TAGx,.
.::. :......-
.
,H(YURSs...
; ..:.:...
'^
AOURLYRATE:�F:'.,,i=:
c.-.
City of
Orange
Senior Engineer
Project Manager
30
$1 BO
$ 5,400
City Of
Orange
Engineering Tech
Construction &
Support
65
$140
$ 0,100
Total for City of Orange:
$14,500
City Of Santa
Ana
Senior Civil Engineer
Project Administration
30
$ 233
$ 6,990
Design Review,
City of Santa
Assistant Engineer
Implementation &
110
$ 213
$ 23,430
Ana
Construction
Engineering
City of Santa
Construction
Construction
43
$187
$ 8,041
Ana
Inspector
Engineering
Design Review,
City of Santa
Engineering Intern
Implementation &
69
$ 41.27
$ 2,435
Ana
Construction
Engineering
Total for City of Santa Ana:
$ 40,896
TOTAL IN-KiNO MATCH":
$ 65,396
--Total amount is the required participation bythe Identi/fed agency. The number ofhours and hourly rate will be based on
each agency's actual fullyburdened billing rates, which must collectively equal the same value of the assigned Tote/2 dotlers.
Each agency will be responsible krkeeping detailed records of hours worked and description of work. An accounting record
of personnel, hours at fullyburdenad rate is expected to be Included with the final submittal. Records will be subject to
auditing.
Page A - 2
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COOPERATIVE AGREEMENT NO. C-8-1797
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITIES OF GARDEN GROVE, ORANGE, SANTA ANA, AND WESTMINSTER
FOR
GARDEN GROVE BOULEVARD REGIONAL TRAFFIC SIGNAL SYNCHRONIZATION PROGRAM
PROJECT
THIS COOPERATIVE AGREEMENT (Agreement), is effective this day of
201_, 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 Garden Grove, Orange, Santa Ana and
Westminster (hereinafter referred to as "PARTICIPATING AGENCIES") each individually known as
"Parry" 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 Renewed
Measure M (M2) Regional Traffic Signal Synchronization Program (RTSSP or Project P) to enhance
countywide traffic flow and reduce congestion; and
WHEREAS, the AUTHORITY has completed the competitive 2018 Call for Projects
(hereinafter, "2018 CALL") in support of Project P and awarded Project P funds based on the application
(hereinafter, "APPLICATION") prepared by the City of Garden Grove (hereinafter referred to as the
"APPLICANT AGENCY") for Implementation of signal synchronization of traffic signals along Garden
Grove Boulevard between the Intersections of Valley View Street located in the City of Garden Grove and
Memory Lane/Bristol Street located in the City of Santa Ana (hereinafter, "PROJECT"); and
Page 1 of 17
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COOPERATIVE AGREEMENT NO. C-8-1797
GARDEN GROVE BOULEVARD— RTSSP
1 WHEREAS, the PARTICIPATING AGENCIES in their approved APPLICATION have elected to
2 designate the AUTHORITY and the AUTHORITY agrees to act as the implementing agency to carry out
3 PROJECT; and
4 WHEREAS, the PROJECT will Include approximately thirty-four (34) traffic signalized
5 intersections as identified in the APPLICATION; and
6 WHEREAS, the PROJECT will include Intelligent Transportation System (ITS) elements
7 identified in the APPLICATION including certain hardware and software upgrades to Intersection and
8 central control systems including Advanced Transportation Controller units (ATC), telematics and
9 interconnect systems, Advanced Transportation Management Systems (ATMS), Roadside Units
10 (RSU), and other associated systems (hereinafter collectively referred to as 'ITS ELEMENTS"), will
11 be constructed and/or installed and Implemented as part of the PROJECT as identified in the
12 APPLICATION; and
13 WHEREAS, the AUTHORITY agrees to work with PARTICIPATING AGENCIES to coordinate
14 the inclusion of other ITS elements (hereinafter OTHER ELEMENTS) that should be installed at the
15 same time as the construction of the PROJECT and are not part of this Agreement; and
16 WHEREAS, all costs associated with the inclusion of these OTHER ELEMENTS, if any, are
17 the sole responsibility of the AGENCY owning each and any of those OTHER ELEMENTS during the
18 course of the project; and
19 WHEREAS, AUTHORITY and each respective Party acknowledge and understand that
20 in-house resources (staff) from Party will provide various services for PROJECT, and
21 WHEREAS, AUTHORITY and each respective Party acknowledge and understand that
22 PROJECT costs for various types of additional work required by each respective Party, by Its staff, or
23 by policy, may not have been Included In the original application and therefore costs to contractors or
24 consultants to comply with staff requirements are not included In the PROJECT allocation; and
25 WHEREAS, AUTHORITY and Parties agree that these costs will be paid by PROJECT; and
26 /
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COOPERATIVE AGREEMENT NO. C-8.1797
GARDEN GROVE BOULEVARD — RTSSP
1 WHEREAS, Parties and each respective Party acknowledge and understand that the costs for
2 the additional work may be reversed by AUTHORITY's Audit; and
3 WHEREAS, based on AUTHORITY's Board of Directors approved PROJECT ALLOCATION and
4 APPLICATION, the AUTHORITY agrees to implement the PROJECT; and
5 WHEREAS, the PARTICIPATING AGENCIES per the M2 Ordinance, agree to provide
6 PROJECT funding in a combined cash and in-kind services match of Five Hundred Twenty Nine
7 Thousand One Hundred Sixty Seven Dollars and Fifty Five cents ($529,167.55), as shown in Attachment
8 A, or equivalent to at least twenty percent (20%) of PROJECT cost; and
9 WHEREAS, the AUTHORITY and the PARTICIPATING AGENCIES desire to enter into this
10 Agreement to implement the PROJECT in support of Project P; and
11 WHEREAS, this Agreement defines the specific terms, conditions, and funding responsibilities
12 between the AUTHORITY and the PARTICIPATING AGENCIES for the implementation of the
13 PROJECT; and
14 WHEREAS, the AUTHORITY's Board of Directors authorized funding for the PROJECT on
15 June 11, 2018; and
16 WHEREAS, the AUTHORITY's Board of Directors authorized this cooperative agreement on
17 September 10, 2018,
18 WHEREAS, the City of Garden Grove's City Council approved this Agreement on the _ day
19 of 20_,
20 WHEREAS, the City of Orange's City Council approved this Agreement on the _ day
21 of 20_
22 WHEREAS, the City of Santa Ana's City Council approved this Agreement on the _ day
23 of 120
24 WHEREAS, the City of Westminster's City Council approved this Agreement on the _ day
25 of .20
26 /
Page 3 of 17
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251-29
COOPERATIVE AGREEMENT NO. C-8-1797
GARDEN GROVE BOULEVARD — RTSSP
1 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and the PARTICIPATING
2 AGENCIES as follows:
3 ARTICLE 1. COMPLETEAGREEMENT
4 A. This Agreement, including any attachments Incorporated herein and made applicable by
5 reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this
6 Agreement between AUTHORITY and PARTICIPATING AGENCIES and it supersedes all prior
7 representations, understandings, and communications. The invalidity in whole or in part of any term or
8 condition of this Agreement shall not affect the validity of other term(s) or conditions(s) of this Agreement.
9 The above referenced Recitals are true and correct and are incorporated by reference herein.
10 B. AUTHORITYs failure to insist on any instance(s) of PARTICIPATING AGENCIES'
11 performance of any term(s) or conditlon(s) of this Agreement shall not be construed as a waiver or
12 relinquishment of AUTHORITY's right to such performance or to future performance of such term(s) or
13 condition(s), and PARTICIPATING AGENCIES' obligation in respect thereto shall continue in full force
14 and effect Changes to any portion of this Agreement shall not be binding upon AUTHORITY exceptwhen
15 specifically confirmed in writing by an authorized representative of AUTHORITY by way of a written
16 amendment to this Agreement and Issued in accordance with the provisions of this Agreement.
17 C. PARTICIPATING AGENCIES' failure to insist on any instance(s) of AUTHORITY's
18 performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or
19 relinquishment of PARTICIPATING AGENCIES' right to such performance or to future performance of
20 such term(s) or condition(s), and AUTHORITY's obligation in respect thereto shall continue in full force
21 and effect. Changes to any portion of this Agreement shall not be binding upon PARTICIPATING
22 AGENCIES except when specifically confirmed in writing by an authorized representative of
23 PARTICIPATING AGENCIES by way of a written amendment to this Agreement and issued in
24 accordance with the provisions of this Agreement.
25 /
26 /
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COOPERATIVE AGREEMENT NO. C-8-1797
GARDEN GROVE BOULEVARD— RTSSP
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:
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 Comprehensive Transportation Funding Program (CTFP) guidelines.
B. AUTHORITY shall provide oversight to maintain interjurisdictional 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 CTFP.
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 CTFP 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 orfield review determines that any of
the activities performed are ineligible for CTFP funding, PARTICIPATING AGENCIES must reimburse
and return the amount of funding used to perform the ineligible activity to AUTHORITY,
FA
Page 5 of 17
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251-31
COOPERATIVE AGREEMENT NO. C-8.1797
GARDEN GROVE BOULEVARD —RTSSP
1 G. AUTHORITY shall invoice the PARTICIPATING AGENCIES as identified in
2 APPLICATION and Attachment A for the dollar cash match at the end of the Primary Implementation
3 phase or at a mutually agreed upon time to facilitate any respective AGENCY funding timeframes,
4 H. AUTHORITY shall request updates for the PROJECT as part of semi-annual review
5 process, including documentation of in-kind match conforming to Attachment A and will Include the
6 PROJECT in the list of active projects In OC Fund Tracker until completion of the three-year grant period.
7 Documents to be provided Include, but are not limited to, payroll records, contracts, and purchase orders.
8 ARTICLE 4. RESPONSIBILITIES OFT iE AUTHORITYAS PROJECT LEAD AGENCY
9 The AUTHORITY as the LEAD AGENCY agrees to the following responsibilities for the
10 implementation of the PROJECT:
11 A. AUTHORITY shall act as the LEAD AGENCY for the work necessary to manage, procure,
12 and complete the PROJECT as Identified In APPLICATION.
13 B. To coordinate outreach with PARTICIPATING AGENCIES for PROJECT.
14 C. To collect all data necessary to provide new optimized timing plans including, but not
15 limited to, manual or video all movement counts at each PROJECT signalized intersection, and a mutually
16 agreed upon number and location of twenty-four (24) hour ! seven (7) day automated machine traffic
17 counts with vehicle classification.
18 D. To develop and Implement new timing plans optimized for signal synchronization.
19 E. To provide updated timing plans for all control systems and all relevant data used to
20 develop said plans to PARTICIPATING AGENCIES.
21 F. To prepare a "Before and After Study" for PROJECT as described In the Measure M2
22 Eligibility Guidelines adopted by the AUTHORITY. The "Before and After Study" for the project is
23 considered the equivalent of the required Project Final Report (Measure M2 Ordinance No. 3, Section
24 B.111.9) for PROJECT. The AUTHORITY shall provide the "Before and After Study" to the
25 PARTICIPATING AGENCIES in draft and final formats for review and comment.
26 AGENCY comments shall be noted in the final study. If specified in APPLICATION, AUTHORITY shall
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COOPERATIVE AGREEMENT NO. C-8.1797
GARDEN GROVE BOULEVARD — RTSSP
1 provide a "Before and After Study" video of a representative portion of PROJECT at up to two (2) public
2 meetings.
3 ARTICLES, RESPONSIBILITIES OF THE PARTICIPATING AGENCIES
4 PARTICIPATING AGENCIES agree to the following responsibilities for implementation and
5 funding of PROJECT:
6 A. Provide a technical representative to meet and participate as a member of the
7 PROJECT's Traffic Forum.
8 B. To authorize the AUTHORITY to manage, procure, and implement all aspects of
9 PROJECT.
10 C. To participate and support PROJECT implementation within the timeframe outlined In
11 APPLICATION and consistent with the CTFP Guidelines adopted by AUTHORITY,
12 D. To provide AUTHORITY all current Intersection as -built drawings, all current
13 intersections controller assembly plans as provided by the manufacturer and modified by Party since
14 original installation, local field master, local controller, and ATMS timing plans and other ITS related
15 data upon request.
16 E. To provide the local cash match and/or documentation for the in-kind services match
17 for PROJECT In accordance with Attachment A. Failure to provide local cash match and or evidence
18 of in-kind services match may result in the loss of future participation for competitive funding
19 opportunities.
20 F. PARTICIPATING AGENCIES that have included a dollar match as identified in
21 Attachment A shall provide payment for the dollar match to AUTHORITY within thirty (30) calendar
22 days of receipt of an Invoice.
23 G. PARTICIPATING AGENCIES that have Included an in-kind services match as identified
24 in Attachment A shall provide documentation of conformance as part of the semi-annual review process.
25 H. To waive all fees associated with any local agency permits that may be required of the
26 consultant, sub consultants, and/or service or equipment providers in the performance of the PROJECT.
Page 7 of 17
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COOPERATIVE AGREEMENT NO. C-8-1797
GARDEN GROVE BOULEVARD — RTSSP
1 I. PARTICIPATING AGENCIES shall provide updates on PROJECT to AUTHORITY as
2 part of semi-annual review process until completion of the three-year PROJECT grant period. Documents
3 to be provided include, but are not limited to, payroll records, contracts, and purchase orders,
4 J. PARTICIPATING AGENCIES shall, if specified in APPLICATION, continue Ongoing
5 Operations and Maintenance after the three-year grant period is complete and continue until the end of
6 the PROJECT per additional maintenance of effort in APPLICATION.
7 K. The project is partially funded by Senate Bill 1 (88-1) and PARTICIPATING AGENCIES
8 agree to comply with all applicable 813-1 Accountability Guidelines, Local Partnership Program and State
9 requirements.
10 ARTICLE 6. DELEGATED AUTHORITY
11 The actions required to be taken by PARTICIPATING AGENCIES in the implementation of this
12 Agreement are delegated to their respective City Manager, or designee, and the actions required to be
13 taken'by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief
14 Executive Officer or designee.
15 ARTICLE 7. AUDIT AND INSPECTION
16 AUTHORITY and PARTICIPATING AGENCIES shall maintain a complete set of records in
17 accordance with generally accepted accounting principles. Upon reasonable notice, PARTICIPATING
18 AGENCIES shall pan -nit the authorized representatives of AUTHORITY to inspect and audit all work,
19 materials, payroll, books, accounts, and other data and records of PARTICIPATING AGENCIES for a
20 period of five (5) years after final payment, final closeout, or until any on-going audit is completed,
21 whichever is later. For purposes of audit, the date of completion of this Agreement shall be the date of
22 AUTHORITY's payment of consultant's final billing (so noted on the paid Invoice) under this Agreement.
23 AUTHORITY shall have the right to reproduce any such books, records, and accounts. The above
24 provision with respect to audits shall extend to and/or be Included In contracts with PARTICIPATING
25 AGENCIES' contractor.
26 /
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COOPERATIVE AGREEMENT NO. C-8-1797
GARDEN GROVE BOULEVARD —RTSSP
1 ARTICLE 8. INDEMNIFICATION
2 A. To the fullest extent permitted by law, PARTICIPATING AGENCIES shall defend
3 (at PARTICIPATING AGENCIES' sole cost and expense with legal counsel reasonably acceptable to
4 AUTHORITY), indemnify, protect, and hold harmless AUTHORITY, and its officers, directors, employees,
5 and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits,
6 claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders,
7 penalties, and expenses including legal costs and attorney fees (collectively"Claims"), Including but not
8 limited to Claims arising from injuries to or death of persons (PARTICIPATING AGENCIES' employees
9 included), for damage to property, including property owned by AUTHORITY, or from any violation of any
10 federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful
11 misconduct of PARTICIPATING AGENCIES, its officers, directors, employees or agents in connection
12 with or arising out of the performance of this Agreement.
13 B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole
14 cost and expense with legal counsel reasonably acceptable to PARTICIPATING AGENCIES), indemnify,
15 protect, and hold harmless PARTICIPATING AGENCIES, including their officers, directors, employees,
16 and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits,
17 claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders,
16 penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not
19 limited to Claims arising from injuries to or death of persons (AUTHORITYs employees included), for
20 damage to property, including property owned by PARTICIPATING AGENCIES, or from any violation of
21 any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or
22 willful misconduct of AUTHORITY, its officers, directors, employees oragents in connection with or arising
23 out of the performance of this Agreement.
24 C. The indemnification and defense obligations of this Agreement shall survive its expiration
25 ortermination.
26 1
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COOPERATIVE AGREEMENT NO. C-8-1797
GARDEN GROVE BOULEVARD — RTSSP
ARTICLE 9. ADDITIONAL PROVISIONS
A. Term of Agreement This Agreement shall be In full force and effect through
December 31, 2023.
B. Amendmenti 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. 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.
L:Kamm%CLERICALIWOROPROCAGREE%AG81797.docx
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COOPERATIVE AGREEMENT NO. C-8.1797
GARDEN GROVE BOULEVARD — RTSSP
1 I. Assignmen(: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or
2 authority hereunder may be assigned in whole or in part by either Party without the prior written consent
3 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed
4 void and of no force and effect. Consent to one assignment shall be deemed consent to any subsequent
5 assignment, nor the waiver of any right to consent to such subsequent assignment.
6 J. Governing Law: The laws of the State of California and applicable local and federal laws,
7 regulations and guidelines shall govern this Agreement.
8 K. Litigation fees: Should litigation arise out of this Agreement for the performance thereof,
9 the court shall award costs and expenses, including attorney's fees, to the prevailing Party.
10 L. Notices: Any notices, requests, or demands made between the Parties pursuant to this
11 Agreement are to be directed as follows:
12 /
13 !
14 /
15 /
16 /
17 /
18 /
19 /
20 /
21 /
22 /
23 !
24 /
25 /
26 /
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COOPERATIVE AGREEMENT NO, C-8.1797
GARDEN GROVE BOULEVARD — RTSSP
To GARDEN GROVE:
To AUTHORITY:
City of Garden Grove
Orange County Transportation Authority
11222 Acacia Parkway
550 South Main Street
Garden Grove, CA 92842
P. O. Box 14184
Orange, CA 92863-1584
Attention: Dal Vu
Attention: Michael Le
Traffic Engineer
Contract Administrator
Tel: (714) 741-5189
Tel: (714) 560-5314
Email: daiv0poarden-prove oro
E-mail: mle1 anocta net
To ORANGE:
To WESTMINSTER:
City of Orange
City of Westminster
300 E. Chapman Avenue
8200 Westminster Boulevard
Orange, CA 92866
Westminster, CA 92683
Attention: Kathy Nguyen
Attention: Adolfo Ozaeta
Senior Civil Engineer
Traffic Engineer
Tel: (714) 744-5528
Tel: (714) 548-3462
Email: knguyenaa cltyoforanae oro
Email: aozaetana ci westminster ca us
To SANTA ANA:
City of Santa Ana
20 Civic Center Plaza, M-43
Santa Ana, CA 92702
Attention: Cesar Rodriguez
Acting Senior Civil Engineer
Tel: (714) 647-5626
Email: Croddguez(o)santa-ana oro
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COOPERATIVE AGREEMENT NO. C-8-1797
GARDEN GROVE BOULEVARD— RTSSP
1 M. Force Mafeure: Either Party shall be excused from performing its obligations under this
2 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable
3 cause beyond Its control, Including but not limited to: any incidence of fire, flood; acts of God;
4 commandeering of material, products, plants orfacilities by the federal, state or local government; national
5 fuel shortage; or a material act or omission by the other Party, when satisfactory evidence of such cause
6 is presented to the other Party, and provided further that such nonperformance Is unforeseeable, beyond
7 the control and is not due to the fault or negligence of the Party not performing.
8 I
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COOPERATIVE AGREEMENT NO. C-8-1797
GARDEN GROVE BOULEVARD – RTSSP
This Agreement shall be made effective upon execution by all Parties,
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-8-1797 to be
executed on the date first written above.
CITY OF GARDEN GROVE
By:
Steve Jones
Mayor
ATTEST:
By:
Teresa Pomeroy, CMC
City Clerk
APPROVED AS TO FORM
BY: —_
Omar Sandoval
City Attomey
Dated:
ORANGE COUNTY TRANSPORTATION AUTHORITY
By:
Darrell E. Johnson
Chief Executive Officer
APPROVAL RECOMMENDED:
By:
IQa Mortazavi
Executive Director, Planning
Dated:
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COOPERATIVE AGREEMENT N0, C-8-1797
GARDEN GROVE BOULEVARD — RTSSP
This Agreement shall be made effective upon execution by all Parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-8-1797 to be
executed on the date first written above.
CITY OF ORANGE
By:
Teresa P. Smith
Mayor
ATTEST:
By:
Mary E. Murphy
City Clerk
APPROVED AS TO FORM
By:
Wayne Winthers
City Attorney
Dated:
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COOPERATIVE AGREEMENT NO. C-8-1797
GARDEN GROVE BOULEVARD — RTSSP
This Agreement shall be made effective upon execution by all Parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-8-1797 to be
executed on the date first written above.
CITY OF SANTA ANA
By:
Raul Godinez II
City Manager
ATTEST:
By:
Maria D. Huizar
Clerk of the Council
APPROVED AS TO FORM
11 d
By: 1 tV.
is R. Carvalho
City Attorney
Dated:
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COOPERATIVE AGREEMENT NO. C-8-1797
GARDEN GROVE BOULEVARD — RTSSP
This Agreement shall be made effective upon execution by all Parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-8-1797 to be
executed on the date first written above.
CITY OF WESTMINSTER
By: _
Tri Ta
Mayor
ATTEST:
Bv:
Christine Cordon
City Clerk
APPROVED AS TO FORM
By:
City Attorney
Dated:
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COOPERATIVE AGREEMENT NO. C-8.1797
GARDEN GROVE BOULEVARD - RTSSP
ATTACHMENT
DETAILED LOCAL MATCH COMMITMENT
SECTION 1: AGENCY TOTAL MATCH SUMMARY
........- ..._._....._, _ _ __... _,,,,,,,,, ,,,,,„, ::....,., _ aya, mr avw nu, aans y --flu rnarcn commfrmenr Dy Ine end orihe
respective phase. However, Cash Match Is NOTallowed to be converted to lnddnd match.
SECTION 2: MATCH BREAKDOWN (CASH VS IN-KIND SERVICES)
A. Cash Match
AGENCY,.:
CASH MATCH
IN-KIND
TAL
MATCF(
$ 454,952,50
Ongofn�
Prlroary MgdltoYing ,
OngoltSE :,
Primary Moriltoi1ng :
Primary
_
Qngomg
Monitanng
GENC.Y.:;
Implementation .. $
Implerr entatiori &
ImpJemenfatlon
,
;&
TOTAL
Mainfenance
Malmo ance
Maintenance
City of
Garden
$438,392.50 $16,560.00
$438,392.50
$16,560.00
Grove
$ 0
$454,952.50
$454,952,50
City of
$ 6,200.05
$ 720.00
$ 6,200.05
$ 720.00
Orange
$ 6,920.05
$ 0
$ 6,920,05
City of
$ 4,700,00
$ 720.00
$ 4,700.00
$ 720.00
Santa Ana
$ 0
$ 5,420.00
$6,420.00 -
City of
$ 55,395,00
$ 6,480.00
$ 55,895.00
$ 6,480.00
Westminster
$ 0
$ 61,875.00
$ 61,875.00
$51)4,88755
$;24.4.80,0,0
0 -;
$ t)
$ 5Q4,687.t 5
$ 24,480.o
$
"fn_4fnrl mnh•h
mn,r Fe nnn,.eded x, �....A ,. re _..__
........- ..._._....._, _ _ __... _,,,,,,,,, ,,,,,„, ::....,., _ aya, mr avw nu, aans y --flu rnarcn commfrmenr Dy Ine end orihe
respective phase. However, Cash Match Is NOTallowed to be converted to lnddnd match.
SECTION 2: MATCH BREAKDOWN (CASH VS IN-KIND SERVICES)
A. Cash Match
AGENCY,.:
FUNDING $OI�RCE.
AMQUNfi OF CAH CONTIjIBUT10y '
City of Garden Grove
Measure M
$ 454,952,50
City of Orange
Other
$ 6,920.05
City of Santa Ana
M2 Falrshare
$ 5,420.00
City of Westminster
Other
$ 61,875.00
TOTAL
$ 529,167.55
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COOPERATIVE AGREEMENT NO. 0-9-1797
GARDEN GROVE BOULEVARD - RTSSP
ATTACHMENT A
B, In -Kind Services
L Sp
ecific Improvements (List Items and Cost):
00ristP4ctlon'`' . +' Expenditure'
A ehc Irn'
NIA
TOTAL $0
Id StaHlnv Commitment:
AGENCY
tTAFF PQSITIQN
FIE .1
TO PROJECT '
NO OF
HOURS
FULLY "
BURD,NED
HQURL•Y At
-..::.:.. .;
NIA
Total:
$ 0
TOTAL IN-KIND MATCH**:
$ 0
•-rotasmounttstheraqurredparacipanonDytheldantitiedagency. The number ofhours and hourly rate will bebased on
each agency's actual fullyburdened bllling rates, which must collectively equal the same value of the assigned "Total" dollars.
Each agency will be responsible forkeeoing detalled reccurs of hours worked and description of work. An accounting record
of personnel, hours at fully burdened rate Is expected to be Included with the final submittal. Records will be subject to
auditing.
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