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HomeMy WebLinkAboutORANGE COUNTY TRANSPORTATION AUTHORITY (FOUNTAIN VALLEY, HUNTINGTON BEACH, SANTA ANA) - 20111 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 A- 2011 -265 DisMbul� Accountlno CAMM FPA "M iC.Hllar {i,Yctl n� ardor,/ RkA4/l)i COOPERATIVE AGREEMENT NO, C -1 -3022 1 v,Tbdd BY AND BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND THE CITIES FOUNTAIN VALLEY, HUNTINGTON BEACH, SANTA ANA AND THE STATE OF CALIFORNIA FOR IMPLEMENTATION OF THE MACARTHUR BOULEVARD / TALBERT AVENUE FUNDED AS PART OF THE MEASURE M2 REGIONAL TRAFFIC SIGNAL SYNCHRONIZATION PROGRAM (PROJECT P) THIS AGREEMENT, is effective this A0 day of 2012 by and between the Orange County Transportation Authority, 550 South Main Street, P. . Box 14184, Orange, California 92863- 1584, a public corporation of the State of California (hereinafter referred to as "AUTHORITY ',), and the Cities of Fountain Valley, Huntington Beach, Santa Ana, and the State of California (hereinafter referred to as the "PARTICIPATING AGENCIES "). WHEREAS, the AUTHORITY in cooperation with the PARTICIPATING AGENCIES are working together in coordinating traffic signals across multiple jurisdictional boundaries as a part of the Renewed Measure M (M2) Regional Traffic Signal Synchronization Program Project P (Project P) to enhance countywide traffic flow and reduce congestion; and WHEREAS, AUTHORITY has completed the competitive 2010 Call for Projects (hereinafter, "2010 CALL ") in support of Project P and awarded Project P funds based on the application (hereinafter, "APPLICATION ") prepared by the City of Santa Ana (hereinafter referred to as the "APPLICANT AGENCY ") for implementation of signal synchronization of traffic signals along MacArthur Boulevard / Talbert Avenue Corridor (hereinafter, "PROJECT "); and 26 11 WHEREAS, the PARTICIPATING AGENCIES in their approved APPLICATION have elected COOPERATIVE AGREEMENT C -1 -3022 to designate the AUTHORITY and AUTHORITY agrees to act as the implementing agency to carry out the signal coordination PROJECT; and 3 WHEREAS, the PROJECT will include approximately twenty -six (26) traffic signals as 4 identified in the APPLICATION and illustrated in the PROJECT Scope of Work, which is attached 5 and referred to herein as Attachment A; and 6 WHEREAS, the PROJECT will include elements identified in the APPLICATION including 7 certain hardware and software upgrades to traffic controllers, traffic telecommunications and intertie 8 systems, central traffic master controllers and associated systems (hereinafter collectively referred 9 to as "TRAFFIC CONTROL ELEMENTS "), will be constructed and /or installed and implemented as 10 part of the PROJECT as identified in Attachment A; and 11 WHEREAS, AUTHORITY agrees to work with PARTICIPATING AGENCIES to coordinate 12 the inclusion of other traffic control elements that must be installed at the same time as the 13 construction of the PROJECT that are NOT included in Attachment A and will be the responsibility of 14 the AGENCY owning each and any of those traffic control elements during the course of the project; 15 and 16 WHEREAS AUTHORITY agrees to implement the PROJECT based on Attachment A and with 17 a combined cash and in -kind match of ninety -eight thousand, sixty -four Dollars ($98,064.00), equivalent 18 to twenty percent (20 %) of the PROJECT cost (see Attachment B); and 19 WHEREAS, AUTHORITY and the PARTICIPATING AGENCIES desire to enter into this 20 Agreement to implement the PROJECT in support of Project P as part of M2; and 21 WHEREAS, this Cooperative Agreement defines the specific terms, conditions and funding 22 responsibilities between the AUTHORITY and the PARTICIPATING AGENCIES for the implementation 23 of the PROJECT. 24 WHEREAS, the Orange County Transportation Authority Board of Directors approved funding 25 for the PROJECT and authorized the Chief Executive Officer to negotiate and execute this cooperative 26 agreement on June 13, 2011. Page 2 of 14 1 2 0 4 5 6 7 17 0 10 11 12 13 14 15 16 17 1s 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT C -1 -3022 WHEREAS, the CITY of Fountain Valley's City Council approved this Agreement on the 2 1 ��day of /t' o v'em ber 20 // . WHEREAS, the CITY of Huntington Beach's City Council approved this Agreement on the day of /dove" bey , 20__4/ WHEREAS, the CITY of Santa Ana's City Council approved this Agreement on the day of Dec «mhe, 20_,L). WHEREAS, the State of California Department of Transportation's Deputy District Director of Operations approved this Agreement on the day of NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and the PARTICIPATING AGENCIES as follows: ARTICLE 1. COMPLETE AGREEMENT A. This Agreement constitutes the complete and exclusive statement of the terms and conditions of the Agreement between AUTHORITY and the PARTICIPATING AGENCIES concerning the PROJECT roles and responsibilities and required PROJECT match and supersedes all prior representations, understandings and communications between the parties. 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's 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 AGENCY's 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's 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 AGENCY's right to such performance or to future performance of Page 3 of 14 COOPERATIVE AGREEMENT C -1 -3022 1 such term(s) or condition(s), and AUTHORITY's obligation in respect thereto shall continue in full force 2 and effect. Changes to any portion of this Agreement shall not be binding upon PARTICIPATING 3 AGENCIES except when specifically confirmed in writing by an authorized representative of 4 PARTICIPATING AGENCIES by way of a written amendment to this Agreement and issued in 5 accordance with the provisions of this Agreement. 6 ARTICLE 2. SCOPE OF AGREEMENT 7 This Agreement specifies the roles and responsibilities of the PARTIES as they pertain to the 8 subjects and projects addressed herein. Both AUTHORITY and PARTICIPATING AGENCIES agree 9 that each will cooperate and coordinate with the other in all activities covered by this Agreement and 10 any other supplemental agreements that may be required to facilitate purposes thereof. 11 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY 12 AUTHORITY agrees to the following responsibilities for funding of the PROJECT: 13 A. AUTHORITY shall implement the PROJECT based on the APPLICATION prepared by 14 the APPLICANT AGENCY in accordance with the policies and procedures contained in the CTFP 15 Guidelines. 16 B. AUTHORITY shall provide oversight in order to maintain inter jurisdictional traffic signal 17 operational integrity between PROJECT and other existing and new M2 Project P funded projects. 18 C. AUTHORITY shall perform web -based public outreach activities for the project to 19 communicate major project milestones and results. 20 D. AUTHORITY shall provide formats, templates, and guidance in reporting requirements 21 as described in CTFP. 22 E. AUTHORITY, or agents of AUTHORITY, may upon close -out of PROJECT under this 23 Agreement, perform an audit and or technical review to ensure that the CTFP Guidelines policies and 24 procedures were followed. Such an audit shall be performed within one hundred and eighty (180) days 25 after the PROJECT three -year grant period is complete. If the audit or technical review determines that 26 any of the activities performed are ineligible for CTFP funding, PARTICIPATING AGENCIES must Page 4 of 14 1 q 0 4 5 6 7 8 9 10 11 12 13 14 15 16 17 I" 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT C -1 -3022 return the amount of funding used to perform the ineligible activity to AUTHORITY. F. AUTHORITY will invoice the PARTICIPATING AGENCIES as identified in the PROJECT 2010 CALL APPLICATION and Attachment B for the dollar match at the start of the PROJECT. G. AUTHORITY will request updates on the PROJECT as part of semi - annual review process, including documentation of in -kind match conforming to Attachment B and will include the PROJECT in the list of active projects in OCFundtracker until completion of the three year grant period. Documents to be provided include, but are not limited to, payroll records, contracts, and purchase orders. ARTICLE 4. RESPONSIBILITES 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 will act as the LEAD AGENCY for the work necessary to manage, procure, and complete the PROJECT as identified in Attachment A, which is attached to and, by this reference, incorporated in and made a part of this agreement. B. To coordinate outreach with the PARTICIPATING AGENCIES for the PROJECT. C. To collect manual intersection movement and automated machine traffic counts. D. To develop new timing plans optimized for signal synchronization. E. To provide updated timing plans and traffic count data to the PARTICIPATING AGENCIES. F. To prepare a 'Before and After Study" for the 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 8.111.9) for the project. The AUTHORITY shall provide the 'Before and After Study" to the PARTICIPATING AGENCIES in draft and final formats for comment and comments shall be noted in the final study. Page 5 of 14 COOPERATIVE AGREEMENT C -1 -3022 1 G. To provide Ongoing Maintenance and Operation of optimized signal timing after Primary 2 Implementation of the PROJECT is completed and continue until the end of the three year grant period. 3 ARTICLE 5. RESPONIBILITES OF THE PARTICIPATING AGENCIES 4 The PARTICIPATING AGENCIES agree to the following responsibilities for implementation 5 and funding of the PROJECT: 6 A. Provide a technical representative to meet and participate as a member of the 7 project's Traffic Forum. 8 11 B. To authorize the AUTHORITY to manage, procure, and implement all aspects of the 9 project. 10 C. To participate and support the PROJECT implementation within the timeframe 11 outlined in the APPLICATION and consistent with the CTFP Guidelines adopted by the 12 AUTHORITY. 13 D. To provide the AUTHORITY all current intersection, local field master, and /or central 14 control system timing plans and related data upon request. 15 E. To provide the local match and/or documentation for the in -kind services for the 16 project in accordance with Attachment B. Failure to provide included match and /or evidence of in- 17 kind service may result in the loss of future participation for competitive funds. 18 F. PARTICIPATING AGENCIES that have included a dollar match as identified in 19 Attachment B shall provide payment for the dollar match to the AUTHORITY within 30 calendar days of 20 receipt of an invoice. 21 G. PARTICIPATING AGENCIES that have included an in -kind match as identified in 22 Attachment B shall provide documentation of conformance as part of the semi - annual review process. 23 H. PARTICIPATING AGENCIES shall provide updates to the AUTHORITY on the 24 PROJECT as part of semi - annual review process until completion of the three year PROJECT grant 25 period. Documents to be provided include, but are not limited to, payroll records, contracts, and 26 purchase orders. Page 6 of 14 1 2 3 4 5 NJ 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT C -1 -3022 I. PARTICIPATING AGENCIES shall continue Ongoing Maintenance and Operation after the three year grant period is complete and continue until the end of the PROJECT if specified as part of the Attachment A Maintenance of Effort section. ARTICLE 6. DELEGATED AUTHORITY The actions required to be taken by PARTICIPATING AGENCIES in the implementation of this Agreement are delegated to its City Managers, or equivalent designee, and the actions required to be taken by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief Executive Officer. 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 four (4) years after final payment, or until any on -going audit is completed. For purposes of audit, the date of completion of this Agreement shall be the date of AUTHORITY's payment of PARTICIPATING AGENCIES' final billing (so noted on the invoice), if applicable, 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. The PARTICIPATING AGENCIES shall jointly and severally indemnify, defend and hold harmless the AUTHORITY, it's officers, directors, employees and agents from and against any and all claims (including attorney's fees and reasonable expenses for litigation and settlement) for any loss or damages, bodily injuries, damage to, or loss of property caused by the negligent acts, omissions or willful misconduct by the PARTICIPATING AGENCIES, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement. Page 7 of 14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT C -1 -3022 B. The PARTICIPATING AGENCIES shall maintain adequate levels of insurance, or self- insurance to assure full indemnification of AUTHORITY. C. AUTHORITY shall indemnify, defend and hold harmless the PARTICIPATING AGENCIES, its officers, directors, employees or agents, and/or its officers, directors, employees or agents from and against any and all claims (including attorney's fees and reasonable expenses for litigation and settlement) for any loss or damages, bodily injuries, damage to, or loss of property caused by the negligent acts, omissions or willful misconduct by AUTHORITY, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement. D. AUTHORITY shall maintain adequate levels of insurance, or self - insurance to assure full indemnification of the PARTICIPATING AGENCIES. ARTICLE 9. ADDITIONAL PROVISIONS A. Term of Agreement: This Agreement shall continue in full force and effect until September 30, 2014. This Agreement may be extended at the mutual consent of both parties. B. This Agreement may be extended or amended in writing at any time by the mutual consent of both parties. No amendment shall have any force or effect unless executed in writing by both parties. C. The AUTHORITY and the PARTICIPATING AGENCIES agree to work together in good faith, using reasonable efforts to resolve any unforeseen issues and disputes arising out of the performance of this Agreement. D. Legal Authority: The AUTHORITY and the PARTICIPATING AGENCIES hereto represent 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. E. Severabilitv: 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. Page 8 of 14 COOPERATIVE AGREEMENT C -1 -3022 1 F. Counterparts of Agreement: This Agreement may be executed and delivered in any 2 number of counterparts, each of which, when executed and delivered shall be deemed an original and 3 all of which together shall constitute the same agreement. Facsimile signatures will be permitted. 4 G. In the event that the PROJECT Costs exceed the estimates as submitted in the 5 APPLICATION as prepared by the APPLICANT AGENCY, all parties agree to meet and determine 6 PROJECT revisions to meet the budget or a revised funding proposal by PARTICIPATING AGENCIES 7 which shall be documented and submitted in writing as a revision to the agreement. 8 H. AUTHORITY and PARTICIPATING AGENCIES shall comply with all applicable federal, 9 state and local laws, statutes, ordinances and regulations of any governmental authority having 10 jurisdiction over the PROJECT. 11 I. Force Maieure: Either Party shall be excused from performing its obligations under this 12 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable 13 cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God; 14 commandeering of material, products, plants or facilities by the federal, state or local government; 15 national fuel shortage; or a material act or omission by the other party; when satisfactory evidence of 16 such cause is presented to the other Party, and provided further that such nonperformance is 17 unforeseeable, beyond the control and is not due to the fault or negligence of the Party not performing. 18 J. Assignment: Neither this Agreement, nor any of the Parties rights, obligations, duties, or 19 authority hereunder may be assigned in whole or in part by either Party without the prior written consent 20 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed 21 void and of no force and effect. Consent to one assignment shall not be deemed consent to any 22 subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. 23 K. Obligations To Comply with Law: Nothing herein shall be deemed nor construed to 24 authorize or require any Party to issue bonds, notes or other evidences of indebtedness under the 25 terms, in amounts, or for purposes other than as authorized by local, state or federal law. 26 Page 9 of 14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT C -1 -3022 L. Governing Law: The laws of the State of California and applicable local and federal laws, regulations and guidelines shall govern this Agreement. M. 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. N. Notices: Any notices, requests, or demands made between the parties pursuant to this Agreement are to be directed as follows: To CITY OF FOUNTAIN VALLEY: To AUTHORITY: City of Fountain Valley Orange County Transportation Authority 10200 Slater Avenue Fountain Valley, CA 92708 550 South Main Street P. O. Box 14184 Orange, CA 92863 -1584 Attention: Temo Galvez Senior Civil Engineer Attention: Venita Todd Senior Contracts Administrator Tel: 714/593 -4517 Tel: 714/560 -5446 email: temo.galvezCDfountainval ley. org email: vtodd(a)octa.net Page 10 of 14 51 r-A 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 / / / COOPERATIVE AGREEMENT C -1 -3022 To CITY OF SANTA ANA: To CITY OF HUNTINGTON BEACH: City of Santa Ana City of Huntington Beach Public Works Agency 20 Civic Center, M -43 Santa Ana, CA 92701 2000 Main Street Huntington Beach, CA 92648 Attention: Vinh Nguyen Senior Civil Engineer Attention: William Janusz Principal Civil Engineer Tel: 714/647 -5612 Tel: 714/374 -1628 email: vn u en Santa- ana.or email: w'anusz surfcit -hb.or To STATE OF CALIFORNIA: State of California 6681 Marine Way Irvine, CA 92618 Attention: Fedrico Hormozi Senior Electrical Engineer Tel: 949/936 -3464 email: fedrico hormozi ()dot.ca.aov Page 11 of 14 1 2 3 4 5 6'� 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT C -1 -3022 IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C -1 -3022 to be executed on the date first above written. CITY OF FOUNTAIN VALLEY ORANGE COUNTY TRANSPORTATION AUTHORITY By: �5_— By: AU 6MOL�� Will Kempton ay r Chief Executive Officer / APPROV�S��RM: By: Alan Bums City Attorney Dated: /f APPROVED TO By: General Counsel Dated: S– /�– /z Page 12 of 14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 / COOPERATIVE AGREEMENT C -1 -3022 IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C -1 -3022 to be executed on the date first above written. CITY HUNTINGTON BEACH Dcm-10 F. Mayor ATTEST: Clerk APPROVED AS TO FORM: By: (A Jennifer McGrath City Attorney Dated: Page 13 of 14 COOPERATIVE AGREEMENT C -1 -3022 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement 2 No. C -1 -3022 to be executed on the date first above written. 3 CITY SANTA ANA 4 By: GL /,— �" 5 Paul M. Walters 6 Interim City Manager 7 ATTEST: 8 By: 9 Maria D. Huizar City Clerk 10 11 APPROVED AS TO FORM: 12 By; cc.ipp oe Straka 13 City Attorney 14 Dated: 15 16 17 18 19 20 21 22 23 24 25 26 Page 14 of 14 AGREEMENT C -1 -3022 MacArthur Boulevard /Talbert Avenue ATTACHMENT A Project P Corridor Scope of Work MacArthur Boulevard/Talbert Avenue INTRODUCTION The Renewed Measure M (M2), Project P - Regional Traffic Signal Synchronization Program (RTSSP) is a multi- agency, corridor -based approach that optimizes traffic signal timing based on analysis of metrics obtained from existing traffic patterns. This approach acknowledges local agency responsibility and control of signal timing and coordinates with project agencies to develop acceptable synchronization timing. The PARTICPATING AGENCIES /AGENCY (AGENCIES) along the MacArthur Boulevard /Talbert Avenue corridor (PROJECT) have requested, as detailed in the approved application, that the Orange County Transportation Authority (AUTHORITY) be designated as the LEAD AGENCY. AUTHORITY will administer the work with the assistance of consulting or contractor services to provide project management, traffic signal timing optimization, and implementation of approved equipment upgrades as submitted in the application for PROJECT. This scope requires the active assistance by all corridor AGENCIES throughout the process even without special reference to their participation. PROJECT TRAFFIC SIGNAL SYNCHRONIZATION — PRIMARY IMPLEMENTATION The following is an outline of the scope of services for PROJECT Primary Implementation that is associated with developing and implementing optimal PROJECT time -of day traffic signal coordination plans: 1) ProiectAdministration AUTHORITY shall provide general project administration, environmental processing, and quality control. PARTICIPATING AGENCIES shall provide support project management services for the project intersections located within their jurisdiction and assist in maintaining PROJECT schedule. a) Data Collection The AUTHORITY will assemble with the assistance of PARTICIPATING AGENCIES the necessary data to understand the existing traffic conditions for the PROJECT and its respective traffic signal operations. This shall include, at minimum, the following: • All data, documents, plans, photos, etc. related to each Project intersection within the past two years AGREEMENT C -1 -3022 MacArthur Boulevard/Talbert Avenue ATTACHMENT A • Local agency timing preferences or policies for all modes of travel and special intersection treatments • Manual and Machine Traffic counts for highway links and intersections for weekday and weekend time periods for all modes of travel. Special 72 -hour video counts will be conducted at up to eight (8) intersections along the corridor with established special modal use. b) Field Reviews AUTHORITY shall conduct PROJECT field reviews to verify collected data including geometric layout, inventory of existing traffic signal control and communications, and any and all factors that impact or affect signal progressions. AUTHORITY in coordination with the PARTICIPATING AGENCIES shall identify mitigations for the existing traffic signal control equipment or geometric layouts to determine recommended PROJECT related improvements 2) Signal Synchronization Timing The AUTHORITY shall develop a signal synchronization model using Synchro and Sim Traffic 8.0 and Tru — Traffic 9.0 to verify the operation of existing timing and then produce and evaluate potential timing changes that would improve or refine the corridor traffic flows through improved optimized signal operations. The PARTICIPATING AGENCIES shall be involved in the review and validation of the recommended signal timing. The OCTA Corridor Synchronization Performance Index (CSPI) combines Average Speed, Stops per Mile, and Greens per Red (number of intersections successfully traversed on a Green Light vs. Stopped by a Red Light) into a composite index. The CSPI shall be the defined metric in this evaluation The AUTHORITY shall utilize the approved Optimized Signal Timing and implement the timing into the central and field controller systems and provide Fine Tuning services. The After Study Travel Time Runs Shall be performed and the Before to After comparison CSPI shall then be determined 3) Before and After Studies and Reports AUTHORITY shall conduct real -time floating car "runs" in each direction during the planned (Before) and implemented (After) time periods of PROJECT traffic signal synchronization. Summary reports shall be prepared by AUTHORITY in coordination with the AGREEMENT C -1 -3022 MacArthur Boulevard/Talbert Avenue ATTACHMENT A PARTICIPATING AGENCIES to indentify improvements in metrics from the Before to After conditions. The Before and After Study shall constitute the PROJECT Final Report. Additionally, this report shall document improvements accomplished and recommend procedures for continuing maintenance, surveillance, and evaluation of the coordinated signal system. 4. Engineering Design Review and Procurement/Construction — Support Infrastructure Each AGENCY shall provide sufficient staffing to provide Engineering Design Review of Consultant provided design documentation. If design documentation is provided by the AGENCY for PROJECT, the Engineering Design Review requirement shall be satisfied. Purchase and construction /installation of the requested traffic signal infrastructure and upgrades, software, licenses, or other components as approved in the application shall be by the AUTHORITY in the name of and for the end user AGENCY. The AUTHORITY shall work with the PARTICIPATING AGENCIES to coordinate design, identification of applicable standards/specifications, purchasing and /or installation of the required improvements. Design and other technical support to implement the upgrades shall be subject to the designated cost estimate. The budget for these improvements is fixed to the approved budget and will be subject to revised scope or additional contributions. The highest priority improvements shall be those that are required to optimize signal timing. The AGENCY shall waive all fees for permits and inspections and shall provide sufficient professional staffing to provide construction support and inspection services to PROJECT. PROJECT TRAFFIC SIGNAL SYNCHRONIZATION — ON GOING MAINTENANCE AND MONITORING The following is a summary of the on -going maintenance and monitoring for PROJECT: 1) Continued Signal Timing Support From the date of completion and acceptance of the signal timing implementation by the AGENCIES, the AUTHORITY shall provide regularly scheduled monthly signal timing support to monitor, observe, fine -tune and optimize the signal timing and phasing operation, PROJECT wide. The AUTHORITY shall provide a reporting mechanism to the AGENCIES documenting any changes made or recommended including maintenance issues regarding systems components directly related to the Systems AGREEMENT C -1 -3022 MacArthur Boulevard/Talbert Avenue ATTACHMENT A infrastructure installed or constructed through PROJECT. This Continued Signal Timing Support period will end after two years (24 months) or no longer than the PROJECT grant period. 2) Two Year Communication and Detection Support Authority shall provide regular monthly scheduled communication and detection support to ensure necessary conditions for signal synchronization. This will primarily focus on the monitoring and reporting of communications and detection issues. As issues are identified, they will be reported to the local agencies and potential repairs will be identified with local agencies' consultation. AGREEMENT C -1 -3022 PROJECT P - MACARTHUR BLVD./TALBERT AVE. - WORK BY LOCATION ATTACHMENT A MacArthur Boulevard / Talbert Avenue - Work by Location ::i4gAitc�iMoAltiiui Blvd fflti9iti4q:i� 'toi3fioti tVo :::; :;: ;.;.; :. .......................: ;: DSs6riptiisn ;�fulforlt:T:fiiLocaYiiiR:: . Caltrans SR -55 NB Ramps 1 58 2070 cu, com6A, gps Caltrans SR -55 SB Ramps 2 228 2070 cu, com6A, gps Santa Ana MacArthur Place 3 2570 Santa Ana Main Street 4 2569 es -F, ee -TP, BT Santa Ana Birch Street 5 2949 Santa Ana Flower Street 6 2568 Santa Ana Towner 7 2469 Santa Ana Bristol Street 8 2567 es, ee -TP, VD, BT, E IIC, media CAT -5, W, VS Santa Ana Plaza Drive 9 2473 ee -TP Santa Ana Bear Street 10 2565 es -F, W, E I/C F24 Santa Ana Raitt Street 11 2625 es -F, W, N I/C F24 Santa Ana Greenville Street 12 2468 es -F, N 11C F24 Santa Ana Fairview Street 13 2566 es -F, VD, BT, E IIC F24, media CAT -5, VS Santa Ana Susan Street 14 2564 Santa Ana Home Depot 15 2467 Santa Ana Harbor Boulevard 16 2562 es, ee, VD, BT, E I/C, W, VS, media CAT -5 Santa Ana Hyland Avenue 17 2563 W Fountain Valley Newho a Street 18 7096 Fountain Valley Euclid Street 19 7063 Fountain Valley Ward Street 20 7064 N I/C F24 Fountain Valley Brookhurst Street 21 7062 N lIC F24 Fountain Valley Cashew Street / Foster Street 22 7059 Fountain Valley Bushard Street 23 7061 Fountain Valle Ma nolia Street 24 7065 Huntington Beach Newland Street 25 1 3883 1WR (master location) Huntington Beach Wal-Mart_§t2gEi2 Center. 26 1 3984 1WR (slave location) cu =controller unit; ca =controller assembly includes cu + all necessary equipment and appurtenances + es; ce = cabinet equipment; es = ethernet switch; FS = Fiber Switch; ee = ethernet extender; gps = gps interface and antennae installed; 2070 = 2070 Com## - 2070 Communication Module, 170E - Field Master; CM = Modem - Communication Module; C = CenTracs; TAC = TACTICS; ASCL = ACS Lite A = Aries; Existing or New I/C = Interconnect Conduit with media; media - F = Fiber Optic, TP = ## pair Twisted; VD = Video Detection; WD - Wireless Detection SD - System Detection; VS = Video Surveillance System; W = WiFi; WR = Wireless Radio; BT- Bluetooth; L = Loop Detector; EVP = Emergency veh. pre -empt; T ## = Type II or III Electrical Service; a # following item codes = quantity (i.e. L42 = install 42 loop detectors); ' = shared ownership; " following task code = NOT A PART, agency pays 100% for that task only; m - cu = modify existing controller. New controller may be substituted if functionally equivalent. CONSULTANT is cautioned to verify interconnect components in field. II equipment is furnished and installed and/or modify existing installation with 1 year guaranty on labor and material. Firmware and Software Upgrades for installed specified systems are included in the installed price for a period of 3 years. Excludes new software for new features not originally installed nor specified to be installed and included. Removal of existing equipment and appurtenances is included in the furnish and install or modify existing installation price. PS & E may be available at no cost to the Consultant from Project Agencies. AGREEMENT C- 1.3022 PROJECT P - MACARTHUR BLVD./TALBERT AVE. - WORK BY LOCATION ATTACHMENT A Comments, Wishes, Needs of Santa Ana Instructions: Enter any special circumstance such as conduit, communications, central or field master modifications, new systems, TMC, YIDS, etc. that are not part of the intersection listing on the Main Data Sheet. Prioritize with 1 being best and 5 being worst. Add items if you wish. Priority Description Comments 1 Provide ethernet extenders for IP over Copper at MacArthur /Birch 2 Provide ethernet extenders for IP over Copper at MacArthur/Flower 3 Provide ethernet extenders for IP over Copper at MacArthur/rowner 4 Replace existing traffic cabinet with new Type 332 Traffic Signal Cabinet at MacArthur /Main 5 Replace existing traffic cabinet with new Type 332 Traffic Signal Cabinet at MacArthur/Flower AGREEMENT C -1 -3022 PROJECT P - MACARTHUR BLVD.ITALBERT AVE. - WORK BY LOCATION ATTACHMENT A Comments, Wishes, Needs of Fountain Valley Instructions: Enter any special circumstance such as conduit, communications, central or field master modifications, new systems, TMC, VIDS, etc, that are not part of the intersection listing on the Main Data Sheet. Prioritize with 1 being best and 5 being worst. Add items if you wish. Priority Description Comments 1 CCTV location: TBD AGREEMENT C -1 -3022 PROJECT P - MACARTHUR BLVDJTALBERT AVE. - WORK BY LOCATION ATTACHMENT A Comments, Wishes, Needs of Huntington Beach Instructions: Enter any special circumstance such as conduit, communications, central or field master modifications, new systems, TMC, VIDS, etc. that are not part of the intersection listing on the Main Data Sheet. Prioritize with 1 being best and 5 being worst. Add items if you wish. Priority Description Comments 1 Wireless Radio at City Hall (5.8 GHz) AGREEMENT C -1 -3022 PROJECT P - MACARTHUR BLVDJTALBERT AVE. - WORK BY LOCATION ATTACHMENT A Staffing Commitment: Agency Staff Position Type of Service to I No. of Project Hours AGREEMENT NO. C -1 -3022 ATTACHMENT (Including Total City of Santa Ana ter • [ ivil burden En ineer Project Admin 50 $180.46 /hour * City of Santa Ana Assistant Project Design / $ 9'023 En 'Weer II Im lementation 160.38 $149.91/hour Assistant Traffic Project Design / $ 24,042.60' City of Santa Ana p er En ineer Im lementation $142.76 /hour * 90 $ 12,848.40 City of Santa Ana Engineering Project Design / Interns Im lementation 200 $44.63 /hour $ 8,926* Caltrans Engineering Project in 58 $100 /hour $ 5,800 * TOTAL *Total amount is the required participation by the identified agency. The number o ours and h0 hourly urly rate will be based on each agency's actual billing rates, which must collectively equal the same value of the assigned "Total" dollars. Each agency will be responsible for keeping detailed records of hours worked and description of work. An accounting record of personnel, hours, and burden rate is expected to be included with the final submittal. Records will be subject to auditing. A- 2011 -265 r � c COOPERATIVE AGREEMENT NO. C -1 -3022 BY AND BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND THE CITIES FOUNTAIN VALLEY, HUNTINGTON BEACH, SANTA ANA AND THE STATE OF CALIFORNIA FOR IMPLEMENTATION OF THE MACARTHUR BOULEVARD / TALBERT AVENUE FUNDED AS PART OF THE MEASURE M2 REGIONAL TRAFFIC SIGNAL SYNCHRONIZATION PROGRAM (PROJECT P) THIS AGREEMENT, is effective this L. day of JO V , 2�y 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 (hereinafter referred to as "AUTHORITY "), and the Cities of Fountain Valley, Huntington Beach, Santa Ana, and the State of California (hereinafter referred to as the "PARTICIPATING AGENCIES ") WHEREAS, the AUTHORITY in cooperation with the PARTICIPATING AGENCIES are working together in coordinating traffic signals across multiple jurisdictional boundaries as a part of the Renewed Measure M (M2) Regional Traffic Signal Synchronization Program Project P (Project P) to enhance countywide traffic flow and reduce congestion; and WHEREAS, AUTHORITY has completed the competitive 2010 Call for Projects (hereinafter, "2010 CALL ") in support of Project P and awarded Project P funds based on the application (hereinafter, "APPLICATION ") prepared by the City of Santa Ana (hereinafter referred to as the "APPLICANT AGENCY") for implementation of signal synchronization of traffic signals along MacArthur Boulevard / Talbert Avenue Corridor (hereinafter, "PROJECT'); and WHEREAS, the PARTICIPATING AGENCIES in their approved APPLICATION have elected COOPERATIVE AGREEMENT C -1 -3022 1 to designate the AUTHORITY and AUTHORITY agrees to act as the implementing agency to carry out 2 the signal coordination PROJECT; and 3 WHEREAS, the PROJECT will include approximately twenty -six (26) traffic signals as 4 identified in the APPLICATION and illustrated in the PROJECT Scope of Work, which is attached 5 and referred to herein as Attachment A; and 6 WHEREAS, the PROJECT will include elements identified in the APPLICATION including 7 certain hardware and software upgrades to traffic controllers, traffic telecommunications and intertie 8 systems, central traffic master controllers and associated systems (hereinafter collectively referred 9 to as "TRAFFIC CONTROL ELEMENTS'), will be constructed and /or installed and implemented as 10 part of the PROJECT as identified in Attachment A; and 11 WHEREAS, AUTHORITY agrees to work with PARTICIPATING AGENCIES to coordinate 12 the inclusion of other traffic control elements that must be installed at the same time as the 13 construction of the PROJECT that are NOT included in Attachment A and will be the responsibility of 14 the AGENCY owning each and any of those traffic control elements during the course of the project; 15 and 16 WHEREAS AUTHORITY agrees to implement the PROJECT based on Attachment A and with 17 a combined cash and in -kind match of ninety -eight thousand, sixty -four Dollars ($98,064.00), equivalent 18 to twenty percent (20 %) of the PROJECT cost (see Attachment B); and 19 WHEREAS, AUTHORITY and the PARTICIPATING AGENCIES desire to enter into this 20 Agreement to implement the PROJECT in support of Project P as part of M2; and 21 WHEREAS, this Cooperative Agreement defines the specific terms, conditions and funding 22 responsibilities between the AUTHORITY and the PARTICIPATING AGENCIES for the implementation 23 of the PROJECT. 24 WHEREAS, the Orange County Transportation Authority Board of Directors approved funding 25 for the PROJECT and authorized the Chief Executive Officer to negotiate and execute this cooperative 26 agreement on June 13, 2011. Page 2 of 14 COOPERATIVE AGREEMENT C -1 -3022 1 WHEREAS, the CITY of Fountain Valley's City Council approved this Agreement on the 2 day of , 20 3 WHEREAS, the CITY of Huntington Beach's City Council approved this Agreement on the 4 day of 20 5 WHEREAS, the CITY of Santa Ana's City Council approved this Agreement on the 6 iq:!tday of D e P yy\� -e Ue- , 201. 7 WHEREAS, the State of California Department of Transportation's Deputy District Director of 8 Operations approved this Agreement on the day of 120 9 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and the 10 PARTICIPATING AGENCIES as follows: 11 ARTICLE 1. COMPLETE AGREEMENT 12 A. This Agreement constitutes the complete and exclusive statement of the terms and 13 conditions of the Agreement between AUTHORITY and the PARTICIPATING AGENCIES concerning 14 the PROJECT roles and responsibilities and required PROJECT match and supersedes all prior 15 representations, understandings and communications between the parties. The above - referenced 16 Recitals are true and correct and are incorporated by reference herein. 17 B. AUTHORITY's failure to insist on any instance(s) of PARTICIPATING AGENCIES's 18 performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or 19 relinquishment of AUTHORITY's right to such performance or to future performance of such term(s) or 20 condition(s), and AGENCY's obligation in respect thereto shall continue in full force and effect. Changes 21 to any portion of this Agreement shall not be binding upon AUTHORITY except when specifically 22 confirmed in writing by an authorized representative of AUTHORITY by way of a written amendment to 23 this Agreement and issued in accordance with the provisions of this Agreement. 24 C. PARTICIPATING AGENCIES's failure to insist on any instance(s) of AUTHORITY's 25 performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or 26 relinquishment of PARTICIPATING AGENCY's right to such performance or to future performance of Page 3 of 14 COOPERATIVE AGREEMENT C -1 -3022 1 such term(s) or condition(s), and AUTHORITY's obligation in respect thereto shall continue in full force 2 and effect. Changes to any portion of this Agreement shall not be binding upon PARTICIPATING 3 AGENCIES except when specifically confirmed in writing by an authorized representative of 4 PARTICIPATING AGENCIES by way of a written amendment to this Agreement and issued in 5 accordance with the provisions of this Agreement. 6 ARTICLE 2. SCOPE OF AGREEMENT 7 This Agreement specifies the roles and responsibilities of the PARTIES as they pertain to the 8 subjects and projects addressed herein. Both AUTHORITY and PARTICIPATING AGENCIES agree 9 that each will cooperate and coordinate with the other in all activities covered by this Agreement and 10 any other supplemental agreements that may be required to facilitate purposes thereof. 11 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY 12 AUTHORITY agrees to the following responsibilities for funding of the PROJECT: 13 A. AUTHORITY shall implement the PROJECT based on the APPLICATION prepared by 14 the APPLICANT AGENCY in accordance with the policies and procedures contained in the CTFP 15 Guidelines. 16 B. AUTHORITY shall provide oversight in order to maintain inter jurisdictional traffic signal 17 operational integrity between PROJECT and other existing and new M2 Project P funded projects. 18 C. AUTHORITY shall perform web -based public outreach activities for the project to 19 communicate major project milestones and results. 20 D. AUTHORITY shall provide formats, templates, and guidance in reporting requirements 21 as described in CTFP. 22 E. AUTHORITY, or agents of AUTHORITY, may upon close -out of PROJECT under this 23 Agreement, perform an audit and or technical review to ensure that the CTFP Guidelines policies and 24 procedures were followed. Such an audit shall be performed within one hundred and eighty (180) days 25 after the PROJECT three -year grant period is complete. If the audit or technical review determines that 26 any of the activities performed are ineligible for CTFP funding, PARTICIPATING AGENCIES must Page 4 of 14 COOPERATIVE AGREEMENT C -1 -3022 1 return the amount of funding used to perform the ineligible activity to AUTHORITY. 2 F. AUTHORITY will invoice the PARTICIPATING AGENCIES as identified in the 3 PROJECT 2010 CALL APPLICATION and Attachment B for the dollar match at the start of the 4 PROJECT. 5 G. AUTHORITY will request updates on the PROJECT as part of semi - annual review 6 process, including documentation of in -kind match conforming to Attachment B and will include the 7 PROJECT in the list of active projects in OCFundtracker until completion of the three year grant period. 8 Documents to be provided include, but are not limited to, payroll records, contracts, and purchase 9 orders. 10 ARTICLE 4. RESPONSIBILITES OF THE AUTHORITY AS PROJECT LEAD AGENCY 11 The AUTHORITY as the LEAD AGENCY agrees to the following responsibilities for the 12 implementation of the PROJECT: 13 A. AUTHORITY will act as the LEAD AGENCY for the work necessary to manage, procure, 14 and complete the PROJECT as identified in Attachment A, which is attached to and, by this reference, 15 incorporated in and made a part of this agreement. 16 B. To coordinate outreach with the PARTICIPATING AGENCIES for the PROJECT. 17 C. To collect manual intersection movement and automated machine traffic counts. 18 D. To develop new timing plans optimized for signal synchronization. 19 E. To provide updated timing plans and traffic count data to the PARTICIPATING 20 AGENCIES. 21 F. To prepare a "Before and After Study" for the PROJECT. As described in the Measure 22 M2 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 the project. The AUTHORITY shall provide the "Before and After Study" to the 25 PARTICIPATING AGENCIES in draft and final formats for comment and comments shall be noted in 26 the final study. Page 5 of 14 i COOPERATIVE AGREEMENT C -1 -3022 1 G. To provide Ongoing Maintenance and Operation of optimized signal timing after Primary 2 Implementation of the PROJECT is completed and continue until the end of the three year grant period. 3 ARTICLE 5. RESPONIBILITES OF THE PARTICIPATING AGENCIES 4 The PARTICIPATING AGENCIES agree to the following responsibilities for implementation 5 and funding of the 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 the 9 project. 10 C. To participate and support the PROJECT implementation within the timeframe 11 outlined in the APPLICATION and consistent with the CTFP Guidelines adopted by the 12 AUTHORITY. 13 D. To provide the AUTHORITY all current intersection, local field master, and /or central 14 control system timing plans and related data upon request. 15 E. To provide the local match and /or documentation for the in -kind services for the 16 project in accordance with Attachment B. Failure to provide included match and /or evidence of in- 17 kind service may result in the loss of future participation for competitive funds. 18 F. PARTICIPATING AGENCIES that have included a dollar match as identified in 19 Attachment B shall provide payment for the dollar match to the AUTHORITY within 30 calendar days of 20 receipt of an invoice. 21 G. PARTICIPATING AGENCIES that have included an in -kind match as identified in 22 Attachment B shall provide documentation of conformance as part of the semi - annual review process. 23 H. PARTICIPATING AGENCIES shall provide updates to the AUTHORITY on the 24 PROJECT as part of semi - annual review process until completion of the three year PROJECT grant 25 period. Documents to be provided include, but are not limited to, payroll records, contracts, and 26 purchase orders. Page 6 of 14 COOPERATIVE AGREEMENT C -1 -3022 1 I. PARTICIPATING AGENCIES shall continue Ongoing Maintenance and Operation after 2 the three year grant period is complete and continue until the end of the PROJECT if specified as part 3 of the Attachment A Maintenance of Effort section. 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 its City Managers, or equivalent 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. 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 four (4) years after final payment, or until any on -going audit is completed. For purposes of 15 audit, the date of completion of this Agreement shall be the date of AUTHORITY's payment of 16 PARTICIPATING AGENCIES' final billing (so noted on the invoice), if applicable, 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 8. INDEMNIFICATION 21 A. The PARTICIPATING AGENCIES shall jointly and severally indemnify, defend and hold 22 harmless the AUTHORITY, it's officers, directors, employees and agents from and against any and all 23 claims (including attorney's fees and reasonable expenses for litigation and settlement) for any loss or 24 damages, bodily injuries, damage to, or loss of property caused by the negligent acts, omissions or 25 willful misconduct by the PARTICIPATING AGENCIES, its officers, directors, employees or agents in 26 connection with or arising out of the performance of this Agreement. Page 7 of 14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT C -1 -3022 B. The PARTICIPATING AGENCIES shall maintain adequate levels of insurance, or self - insurance to assure full indemnification of AUTHORITY. C. AUTHORITY shall indemnify, defend and hold harmless the PARTICIPATING AGENCIES, its officers, directors, employees or agents, and /or its officers, directors, employees or agents from and against any and all claims (including attorney's fees and reasonable expenses for litigation and settlement) for any loss or damages, bodily injuries, damage to, or loss of property caused by the negligent acts, omissions or willful misconduct by AUTHORITY, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement. D. AUTHORITY shall maintain adequate levels of insurance, or self- insurance to assure full indemnification of the PARTICIPATING AGENCIES. ARTICLE 9. ADDITIONAL PROVISIONS A. Term of Agreement: This Agreement shall continue in full force and effect until September 30, 2014. This Agreement may be extended at the mutual consent of both parties. B. This Agreement may be extended or amended in writing at any time by the mutual consent of both parties. No amendment shall have any force or effect unless executed in writing by both parties. C. The AUTHORITY and the PARTICIPATING AGENCIES agree to work together in good faith, using reasonable efforts to resolve any unforeseen issues and disputes arising out of the performance of this Agreement. D. Legal Authority: The AUTHORITY and the PARTICIPATING AGENCIES hereto represent 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. E. 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. Page 8 of 14 1 2 3 4 5 6 7 8' 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT C -1 -3022 F. Counterparts of Agreement: This Agreement may be executed and delivered in any number of counterparts, each of which, when executed and delivered shall be deemed an original and all of which together shall constitute the same agreement. Facsimile signatures will be permitted. G. In the event that the PROJECT Costs exceed the estimates as submitted in the APPLICATION as prepared by the APPLICANT AGENCY, all parties agree to meet and determine PROJECT revisions to meet the budget or a revised funding proposal by PARTICIPATING AGENCIES which shall be documented and submitted in writing as a revision to the agreement. H. AUTHORITY and PARTICIPATING AGENCIES shall comply with all applicable federal, state and local laws, statutes, ordinances and regulations of any governmental authority having jurisdiction over the PROJECT. I. 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 or facilities by the federal, state or local government; national fuel shortage; or a material act or omission by the other party; when satisfactory evidence of such cause is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the Party not performing. J. 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 not be deemed consent to any subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. K. Obligations To Comply with Law: Nothing herein shall be deemed nor construed to authorize or require any Party to issue bonds, notes or other evidences of indebtedness under the terms, in amounts, or for purposes other than as authorized by local, state or federal law. Page 9 of 14 COOPERATIVE AGREEMENT C -1 -3022 L. Governing Law: The laws of the State of California and applicable local and federal laws, regulations and guidelines shall govern this Agreement. M. 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. N. Notices: Any notices, requests, or demands made between the parties pursuant to this Agreement are to be directed as follows: To CITY OF FOUNTAIN VALLEY: To AUTHORITY: City of Fountain Valley Orange County Transportation Authority 550 South Main Street 10200 Slater Avenue P. O. Box 14184 Fountain Valley, CA 92708 Orange, CA 92863 -1584 Attention: Temo Galvez Attention: Venita Todd Senior Civil Engineer Senior Contracts Administrator Tel: 714/593 -4517 Tel: 714/560 -5446 email: temo .galvez(aDfountainvalley.org email: vtodd(a)octa.net Page 10 of 14 1 2 3' 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 I COOPERATIVE AGREEMENT C -1 -3022 To CITY OF SANTA ANA: To CITY OF HUNTINGTON BEACH: City of Santa Ana City of Huntington Beach Public Works Agency 20 Civic Center, M -43 Santa Ana, CA 92701 2000 Main Street Huntington Beach, CA 92648 Attention: Vinh Nguyen Senior Civil Engineer Attention: William Janusz Principal Civil Engineer Tel: 714/647 -5612 Tel: 714/374 -1628 email: vnguyenC�santa- ana.orq email: w'anusz surfcit -hb.or To STATE OF CALIFORNIA: State of California 6681 Marine Way Irvine, CA 92618 Attention: Fedrico Hormozi Senior Electrical Engineer Tel: 9491936 -3464 email: fedrico hormoziCa)-dot.ca.gov Page 11 of 14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT C -1 -3022 IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C -1 -3022 to be executed on the date first above written. CITY OF FOUNTAIN VALLEY ORANGE COUNTY TRANSPORTATION AUTHORITY By: Steve Nagel Mayor ATTEST: By: Kathy Bailor City Clerk APPROVED AS TO FORM: By: Alan Burns City Attorney Dated: Will Kempton Chief Executive Officer APPROVED AS TO FORM: By: Kennard R. Smart, Jr. General Counsel APPROVAL RECOMMENDED: By: Kia Mortazavi Executive Director, Planning Dated: Page 12 of 14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT C -1 -3022 IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C -1 -3022 to be executed on the date first above written. CITY HUNTINGTON BEACH Joe Carchio Mayor ATTEST: By: Joan L. Flynn City Clerk APPROVED AS TO FORM: By: Jennifer McGrath City Attorney Dated: Page 13 of 14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT C -1 -3022 IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C -1 -3022 to be executed on the date first above written. CITY SANTA ANA By: Paul M. Walters Interim City Manager ATTEST: Maria D. Huizar City Clerk APPROVED AS TO FORM: :7 By: G� ALd, Joe Straka City Attorney Dated: Page 14 of 14 AGREEMENT C -1 -3022 MacArthur Boulevard /Talbert Avenue ATTACHMENTA Project P Corridor Scope of Work MacArthur Boulevard /Talbert Avenue INTRODUCTION The Renewed Measure M (M2), Project P - Regional Traffic Signal Synchronization Program (RTSSP) is a multi- agency, corridor -based approach that optimizes traffic signal timing based on analysis of metrics obtained from existing traffic patterns. This approach acknowledges local agency responsibility and control of signal timing and coordinates with project agencies to develop acceptable synchronization timing. The PARTICPATING AGENCIES /AGENCY (AGENCIES) along the MacArthur Boulevard /Talbert Avenue corridor (PROJECT) have requested, as detailed in the approved application, that the Orange County Transportation Authority (AUTHORITY) be designated as the LEAD AGENCY. AUTHORITY will administer the work with the assistance of consultinq or contractor services to provide project management, traffic signal timing optimization, and implementation of approved equipment upgrades as submitted in the application for PROJECT. This scope requires the active assistance by all corridor AGENCIES throughout the process even without special reference to their participation. PROJECT TRAFFIC SIGNAL SYNCHRONIZATION — PRIMARY IMPLEMENTATION The following is an outline of the scope of services for PROJECT Primary Implementation that is associated with developing and implementing optimal PROJECT time -of day traffic signal coordination plans: 1) Project Administration AUTHORITY shall provide general project administration, environmental processing, and quality control. PARTICIPATING AGENCIES shall provide support project management services for the project intersections located within their jurisdiction and assist in maintaining PROJECT schedule. a) Data Collection The AUTHORITY will assemble with the assistance of PARTICIPATING AGENCIES the necessary data to understand the existing traffic conditions for the PROJECT and its respective traffic signal operations. This shall include, at minimum, the following: • All data, documents, plans, photos, etc. related to each Project intersection within the past two years AGREEMENT C -1 -3022 MacArthur Boulevard /Talbert Avenue ATTACHMENT A • Local agency timing preferences or policies for all modes of travel and special intersection treatments • Manual and Machine Traffic counts for highway links and intersections for weekday and weekend time periods for all modes of travel. Special 72 -hour video counts will be conducted at up to eight (8) intersections along the corridor with established special modal use. b) Field Reviews AUTHORITY shall conduct PROJECT field reviews to verify collected data including geometric layout, inventory of existing traffic signal control and communications, and any and all factors that impact or affect signal progressions. AUTHORITY in coordination with the PARTICIPATING AGENCIES shall identify mitigations for the existing traffic signal control equipment or geometric layouts to determine recommended PROJECT related improvements 2) Signal Synchronization Timing The AUTHORITY shall develop a signal synchronization model using Synchro and Sim Traffic 8.0 and Tru — Traffic 9.0 to verify the operation of existing timing and then produce and evaluate potential timing changes that would improve or refine the corridor traffic flows through improved optimized signal operations. The PARTICIPATING AGENCIES shall be involved in the review and validation of the recommended signal timing. The OCTA Corridor Synchronization Performance Index (CSPI) combines Average Speed, Stops per Mile, and Greens per Red (number of intersections successfully traversed on a Green Light vs. Stopped by a Red Light) into a composite index. The CSPI shall be the defined metric in this evaluation The AUTHORITY shall utilize the approved Optimized Signal Timing and implement the tim.ing into the central and field controller systems and provide Fine Tuning services. The After Study Travel Time Runs Shall be performed and the Before to After comparison CSPI shall then be determined 3) Before and After Studies and Reports AUTHORITY shall conduct real -time floating car "runs" in each direction during the planned (Before) and implemented (After) time periods of PROJECT traffic signal synchronization. Summary reports shall be prepared by AUTHORITY in coordination with the AGREEMENT C -1 -3022 MacArthur Boulevard /Talbert Avenue ATTACHMENTA PARTICIPATING AGENCIES to indentify improvements in metrics from the Before to After conditions. The Before and After Study shall constitute the PROJECT Final Report. Additionally, this report shall document improvements accomplished and recommend procedures for continuing maintenance, surveillance, and evaluation of the coordinated signal system. 4. Engineering Design, Review, and Procurement /Construction — Support Infrastructure Each AGENCY shall provide sufficient staffing to provide Engineering Design Review of Consultant provided design documentation. If design documentation is provided by the AGENCY for PROJECT, the Engineering Design Review requirement shall be satisfied. Purchase and construction /installation of the requested traffic signal infrastructure and upgrades, software, licenses, or other components as approved in the application shall be by the AUTHORITY in the name of and for the end user AGENCY. The AUTHORITY shall work with the PARTICIPATING AGENCIES to coordinate design, identification of applicable standards /specifications, purchasing and /or installation of the required improvements. Design and other technical support to implement the upgrades shall be subject to the designated cost estimate. The budget for these improvements is fixed to the approved budget and will be subject to revised scope or additional contributions. The highest priority improvements shall be those that are required to optimize signal timing. The AGENCY shall waive all fees for permits and inspections and shall provide sufficient professional staffing to provide construction support and inspection services to PROJECT. PROJECT TRAFFIC SIGNAL SYNCHRONIZATION — ON GOING MAINTENANCE AND MONITORING The following is a summary of the on -going maintenance and monitoring for PROJECT: 1) Continued Signal Timing Support From the date of completion and acceptance of the signal timing implementation by the AGENCIES, the AUTHORITY shall provide regularly scheduled monthly signal timing support to monitor, observe, fine -tune and optimize the signal timing and phasing operation, PROJECT wide. The AUTHORITY shall provide a reporting mechanism to the AGENCIES documenting any changes made or recommended including maintenance issues regarding systems components directly related to the Systems AGREEMENT C -1 -3022 MacArthur Boulevard /Talbert Avenue ATTACHMENT A infrastructure installed or constructed through PROJECT. This Continued Signal Timing Support period will end after two years (24 months) or no longer than the PROJECT grant period. 2) Two Year Communication and Detection Support Authority shall provide regular monthly scheduled communication and detection support to ensure necessary conditions for signal synchronization. This will primarily focus on the monitoring and reporting of communications and detection issues. As issues are identified, they will be reported to the local agencies and potential repairs will be identified with local agencies' consultation. AGREEMENT C -1 -3022 PROJECT P - MACARTHUR BLVD./TALBERT AVE. - WORK BY LOCATION ATTACHMENT A MacArthur Boulevard / Talbert Avenue - Work by Location c ::::::: Maci4r�tiWr glvidJ f lti �i�is: :::�fozi0: ;Location :;.: :... ::: :: fttlib ::: • : dr* ::::: L -66 � 66 :: Dascti�tion ofllVork:XM>Is LtxGatloix . Caltrans SR -55 NB Ramps 1 58 2070 cu, com6A, gps Caltrans SR -55 SB Ramps 2 228 2070 cu, com6A, gps Santa Ana MacArthur Place 3 2570 Santa Ana Main Street 4 2569 es -F, ee -TP, BT Santa Ana Birch Street 5 2949 Santa Ana Flower Street 6 2568 Santa Ana Towner 7 2469 Santa Ana Bristol Street 8 2567 es, ee -TP, VD, BT, E I /C, media CAT -5, W, VS Santa Ana Plaza Drive 9 2473 ee -TP Santa Ana Bear Street 10 2565 es -F, W, E I/C F24 Santa Ana Raitt Street 11 2625 es -F, W, N I/C F24 Santa Ana Greenville Street 12 2468 es -F, N I/C F24 Santa Ana Fairview Street 13 2566 es -F, VD, BT, E I/C F24, media CAT -5, VS Santa Ana Susan Street 14 2564 Santa Ana Home Depot 15 2467 Santa Ana Harbor Boulevard 16 2562 es, ee, VD, BT, E I /C, W, VS, media CAT -5 Santa Ana Hyland Avenue 17 2563 W Fountain Valley Newhope Street 18 7096 Fountain Valley Euclid Street 19 7063 Fountain Valley Ward Street 20 7064 N I/C F24 Fountain Valley Brookhurst Street 21 7062 N I/C F24 Fountain Valley Cashew Street / Foster Street 22 7059 Fountain Valley Bushard Street 23 7061 Fountain Valley Magnolia Street 24 7065 Huntington Beach Newland Street 25 3883 WR (master location) Huntington Beach Wal -Mart Shopping Center 26 3984 1WR (slave location) cu = controller unit; ca = controller assembly includes cu + all necessary equipment and appurtenances + es; ce = cabinet equipment; es = ethernet switch; FS = Fiber Switch; ee = ethernet extender; gps = gps interface and antennae installed; 2070 = 2070 Com## - 2070 Communication Module, 170E - Field Master; CM = Modem - Communication Module; C = CenTracs; TAC = TACTICS; ASCL = ACS Lite A = Aries; Existing or New I/C = Interconnect Conduit with media; media - F = Fiber Optic, TP = ## pair Twisted; VD = Video Detection; WD - Wireless Detection SD - System Detection; VS = Video Surveillance System; W = WiFi; WR = Wireless Radio; BT- Bluetooth; L = Loop Detector; EVP = Emergency veh. pre -empt; T ## = Type II or III Electrical Service; a # following item codes = quantity (i.e. L42 = install 42 loop detectors); * = shared ownership; ** following task code = NOT APART, agency pays 100% for that task only; m - cu =modify existing controller. New controller maybe substituted if functionally equivalent. CONSULTANT is cautioned to verify interconnect components in field. All equipment is furnished and installed and /or modify existing installation with 1 year guaranty on labor and material. Firmware and Software Upgrades for installed specified systems are included in the installed price for a period of 3 years. Excludes new software for new features not originally installed nor specified to be installed and included. Removal of existing equipment and appurtenances is included in the furnish and install or modify existing installation price. PS & E may be available at no cost to the Consultant from Project Agencies. AGREEMENT C -1 -3022 PROJECT P - MACARTHUR BLVD. /TALBERT AVE. - WORK BY LOCATION ATTACHMENT A Comments, Wishes, Needs of Santa Ana Instructions: Enter any special circumstance such as conduit, communications, central or field master modifications, new systems, TMC, YIDS, etc. that are not part of the intersection listing on the Main Data Sheet. Prioritize with 1 being best and 5 being worst. Add items if you wish. Priority Description Comments 1 Provide ethernet extenders for IP over Copper at MacArthur /Birch 2 Provide ethernet extenders for IP over Copper at MacArthur /Flower 3 Provide ethernet extenders for IP over Copper at MacArthur/Towner 4 Replace existing traffic cabinet with new Type 332 Traffic Signal Cabinet at MacArthur /Main 5 Replace existing traffic cabinet with new Type 332 Traffic Signal Cabinet at MacArthur /Flower AGREEMENT C -1 -3022 PROJECT P - MACARTHUR BLVD. /TALBERT AVE. - WORK BY LOCATION ATTACHMENT A AGREEMENT C -1 -3022 PROJECT P - MACARTHUR BLVD./TALBERT AVE. - WORK BY LOCATION ATTACHMENT A Comments, Wishes, Needs of Huntington Beach nstructions: Enter any special circumstance such as conduit, communications, central or field master nodifications, new systems, TMC, YIDS, etc. that are not part of the intersection listing on the Main )ata Sheet. Prioritize with 1 being best and 5 being worst. Add items if you wish. II 1 (Wireless Radio at City Hall (5.8 GHz) 1 11 AGREEMENT C -1 -3022 PROJECT P - MACARTHUR BLVD. /TALBERT AVE. - WORK BY LOCATION ATTACHMENT A 11 Comments, Wishes, Needs of Caltrans 11 fictions: Enter any special circumstance such as conduit, communications, central or field master ications, new systems, TMC, VIDS, etc. that are not part of the intersection listing on the Main Sheet. Prioritize with 1 being best and 5 being worst. Add items if you wish. ontroller 170E el 400 communication modem AGREEMENT NO. C -1 -3022 ATTACHMENT B Local Match Commitment Details of Matching Funds: (must be consistent with PROJECT APPLICATION): Provide details in tables Direct Dollar Match Total Dollar Match for the Project - $ 37,424 In Lieu Funding: Total In Lieu Funding for the Project: $ 60,640 Total Match for Project $ 98,064 Direct Dollar Match - Agency Funding Source Amount of Direct Contribution City of Fountain Valley $ 31,860 City of Huntington Beach $ 5,564 TOTAL $ 37,424 In Lieu /Soft Match of Improvements or Staffing Support Specific Improvements and Services (List items and Cost) Agency Improvement Date of Construction Expenditure p TOTAL $ AGREEMENT NO. C -1 -3022 ATTACHMENT B Staffing Commitment: Agency Staff Position Type of Service to No. of Hourly Rate (Including Total Project Hours burden City of Santa Ana Sr. Civil S S ineer Project Admin 50 $180.46 /hour $ 9,023* City of Santa Ana Assistant Engineer II Project Design / Implementation 160.38 $149.91/hour $ 24,042.60* City of Santa Ana Assistant Traffic O per Engineer Project Design / Implementation 90 $142.76/hour $ 12,848.40* City of Santa Ana Engineering Interns Project Design / Implementation 2 00 $44.63 /hour $ 8,926* Caltrans Engineering Project Admin 58 $100 /hour $ 5,800* TOTAL $ 60,640* *Total amount is the required participation by the identified agency. The number of hours and hourly rate will be based on each agency's actual billing rates, which must collectively equal the same value of the assigned "Total" dollars. Each agency will be responsible for keeping detailed records of hours worked and description of work. An accounting record of personnel, hours, and burden rate is expected to be included with the final submittal. Records will be subject to auditing.