HomeMy WebLinkAboutC-9487-1 - Cooperative Agreement No. C-3-3049 for Countywide Signal Synchronization Baseline Project1
i
V
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
Distributed 12/13/2023
Accounting
CAMM
FPA
PM A Yang, A Tran, R Occhipinti
Vendor
CAMM M Le
COOPERATIVE AGREEMENT NO. C-3-3049
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF NEWPORT BEACH
FOR
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
THIS COOPERATIVE AGREEMENT (Agreement), is effective this 13P-day of
, 2023 ("Effective Date"), by and between the Orange County Transportation
Authority, 550 South Main Street, P.O. Box 14184, Orange California 92863-1584, a public corporation
of the State of California (herein referred to as "AUTHORITY") and the City of Newport Beach, a municipal
corporation and charter city duly organized and existing under the constitution and laws of the State of
California and its city charter ("PARTICIPATING AGENCY"), each individually known as "Party" and
collectively known as "Parties".
RECITALS:
WHEREAS, the AUTHORITY in cooperation with the PARTICIPATING AGENCY 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) to enhance countywide
traffic flow and reduce congestion; and
WHEREAS, the AUTHORITY completed a Countywide Signal Synchronization Plan Study
(hereinafter, "PLAN STUDY") in support of the RTSSP and received authorization from the
AUTHORITY's Board of Directors on March 14, 2022, to update the Traffic Signal Synchronization Master
Plan in accordance with the PLAN STUDY recommendations; and
WHEREAS, the AUTHORITY secured Congestion Mitigation and Air Quality ("CMAQ") funds for
the implementation of a Countywide Signal Synchronization Baseline Project (hereinafter, "PROJECT")
as presented in the PLAN STUDY; and
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
40
COOPERATIVE AGREEMENT NO. C-3-3049
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
WHEREAS, the AUTHORITY intends to release a request for proposals to secure a consultant
("CONSULTANT") to implement the PROJECT; and
WHEREAS, based on the PLAN STUDY the AUTHORITY agrees to act as the implementing
agency to carry out the PROJECT; and
WHEREAS, the PROJECT will include approximately 2,500 traffic signalized intersections
along regionally significant corridors within Orange County; and
WHEREAS, approximately 49 PARTICIPATING AGENCY -owned and operated signalized
intersections and sixty-seven (67) optional and non -signal synchronization network (SSN) will be
included as part of the PROJECT; and
WHEREAS, the PROJECT will include all 34 Orange County cities and the County of Orange;
and
WHEREAS, the AUTHORITY will enter into a separate cooperative agreement with each
participating agency in each jurisdiction for implementation of the PROJECT; and
WHEREAS, the AUTHORITY and the PARTICIPATING AGENCY acknowledges and
understands that in-house resources (staff hours) from the PARTICIPATING AGENCY will provide
various services in support of the PROJECT; and
WHEREAS, the AUTHORITY and the PARTICIPATING AGENCY desire to enter into this
Agreement to implement the PROJECT in support of the RTSSP ; and
WHEREAS, this Agreement defines the specific terms and conditions between the AUTHORITY
and the PARTICIPATING AGENCY for the implementation of the PROJECT; and
NOW, THEREFORE, it is mutually understood and agreed by the AUTHORITY and the
PARTICIPATING AGENCY as follows:
Page 2 of 10
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
Wes
COOPERATIVE AGREEMENT NO. C-3-3049
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
ARTICLE 1. COMPLETE AGREEMENT
A. This Agreement, including any attachments incorporated herein and made applicable by
reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this
Agreement between the AUTHORITY and the PARTICIPATING AGENCY and supersedes all prior
representations, understandings, and communications. The invalidity in whole or in part of any term or
condition of this Agreement shall not affect the validity of other term(s) or conditions(s) of this Agreement.
The above referenced Recitals are true and correct and are incorporated by reference herein.
B. The AUTHORITY's failure to insist on any instance(s) of the PARTICIPATING AGENCY's
performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or
relinquishment of the AUTHORITY's right to such performance or to future performance of such term(s)
or condition(s), and the PARTICIPATING 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 the AUTHORITY
except when specifically confirmed in writing by an authorized representative of the AUTHORITY by way
of a written amendment to this Agreement and issued in accordance with the provisions of this
Agreement.
C. The PARTICIPATING AGENCY's failure to insist on any instance(s) of the AUTHORITY's
performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or
relinquishment of the PARTICIPATING AGENCY's right to such performance or to future performance of
such term(s) or condition(s), and the AUTHORITY's obligation in respect thereto shall continue in full
force and effect. Changes to any portion of this Agreement shall not be binding upon the PARTICIPATING
AGENCY except when specifically confirmed in writing by an authorized representative of the
PARTICIPATING AGENCY by way of a written amendment to this Agreement and issued in accordance
with the provisions of this Agreement.
Page 3 of 10
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 1
26 1
COOPERATIVE AGREEMENT NO. C-3-3049
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
ARTICLE 2. SCOPE OF AGREEMENT
This Agreement specifies the roles and responsibilities of the Parties as they pertain to the
subjects and PROJECT addressed herein. The Parties agree that each will cooperate and coordinate
with the other Party in all activities covered by this Agreement and any other supplemental agreements
that may be required to facilitate purposes thereof.
ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
The AUTHORITY, as the lead agency, agrees to the following responsibilities for the
implementation of the PROJECT:
A. To designate a Project Manager as a single point of contact for the Project.
B. The AUTHORITY, or agents of the AUTHORITY, shall manage, procure, implement, and
complete all aspects of the PROJECT, including filing all documentation necessary to comply with the
Congestion Mitigation and Air Quality (CMAQ) funding for the PROJECT.
C. The AUTHORITY, or agents of the AUTHORITY, shall coordinate outreach with the
PARTICIPATING AGENCY for the PROJECT.
D. The AUTHORITY, or agents of the AUTHORITY, shall collect all data necessary to
provide new optimized timing plans including, but not limited to, manual or video all movement counts at
each PROJECT signalized intersection, and a mutually agreed upon number and location of 24 hours 7
days automated machine traffic counts with vehicle classification.
E. The AUTHORITY, or agents of the AUTHORITY, shall develop and implement new timing
plans optimized for signal synchronization.
F. The AUTHORITY, or agents of the AUTHORITY, shall provide updated timing plans for
all control systems and all relevant data used to develop said plans to the PARTICIPATING AGENCY.
G. The AUTHORITY, or agents of the AUTHORITY, shall prepare a conceptual plan for the
delivery of the PROJECT. The AUTHORITY, or agents of the AUTHORITY, shall provide all reports to
the PARTICIPATING AGENCY in draft and final formats for review and comment. The PARTICIPATING
AGENCY comments shall be noted in the final report.
Page 4 of 10
1
2
3
4
5
6
7
8
er
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
Q11
40
COOPERATIVE AGREEMENT NO. C-3-3049
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
H. The AUTHORITY shall provide oversight to maintain inter -jurisdictional traffic signal
operational integrity between the PROJECT and other signal synchronization projects not olderthan three
(3) years from the effective date of this Agreement.
I. The AUTHORITY shall provide formats, templates, and guidance in reporting
requirements necessary for the PROJECT.
J. The 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 CMAQ guidelines, policies, and
procedures were followed.
ARTICLE 4. RESPONSIBILITIES OF THE PARTICIPATING AGENCY
The PARTICIPATING AGENCY agrees to the following responsibilities for implementation of
the PROJECT:
A. The PARTICIPATING AGENCY shall provide a technical representative to meet and
participate as a member of the PROJECT's Traffic Forum.
B. The PARTICIPATING AGENCY shall authorize the AUTHORITY to manage, procure,
and implement all aspects of the PROJECT.
C. The PARTICIPATING AGENCY shall participate in and support the PROJECT
implementation.
D. The PARTICIPATING AGENCY shall provide the AUTHORITY, or agents of the
AUTHORITY, all current intersection as -built drawings, all current intersections controller assembly
plans as provided by the manufacturer and modified by the PARTICIPATING AGENCY since original
installation, local field master, local controller, Advanced Traffic Management System timing plans,
and other ITS -related data upon request.
E. The PARTICIPATING AGENCY shall inform the AUTHORITY of new traffic signal
installations and any traffic signal modifications, which would materially affect the performance of the
regional corridors on the PROJECT.
Page 5 of 10
COOPERATIVE AGREEMENT NO. C-3-3049
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
1 F. The PARTICIPATING AGENCY shall maintain in good condition existing traffic signal
2 equipment for the PROJECT, such as signal communication and traffic signal controllers.
3 G. The PARTICIPATING AGENCY shall waive all fees associated with permits that would
4 otherwise be required from the CONSULTANT, subconsultants, and/or service or equipment providers
5 in the performance of the PROJECT.
6 ARTICLE 5. DELEGATED AUTHORITY
7 The actions required to be taken by the PARTICIPATING AGENCY in the implementation of this
8 Agreement are delegated to its respective City Manager, or City Manager's designee, and the actions
9 required to be taken by the AUTHORITY in the implementation of this Agreement are delegated to the
10 AUTHORITY's Chief Executive Officer or Chief Executive Officer's designee.
11 ARTICLE 6. AUDIT AND INSPECTION
12 PARTICIPATING AGENCY shall maintain a complete set of records in accordance with generally
13 accepted accounting principles if necessary upon agreement by both PARTIES. Upon reasonable notice,
14 PARTICIPATING AGENCY shall permit the authorized representatives of AUTHORITY to inspect and
15 audit all work, materials, payroll, books, accounts, and other data and records of PARTICIPATING
16 AGENCY for a period of five (5) years after final payment, final closeout, or until any on -going audit is
17 completed, whichever is later. For purposes of audit, the date of completion of this Agreement shall be
18 the date of AUTHORITY's payment of CONSULTANT's final billing (so noted on the paid invoice) under
19 this Agreement. AUTHORITY shall have the right to reproduce any such books, records, and accounts.
20 The above provision with respect to audits shall extend to and/or be included in contracts with
21 AUTHORITY'S contractor and CONSULTANT.
22 ARTICLE 7. INDEMNIFICATION
23 A. To the fullest extent permitted by law, the PARTICIPATING AGENCY shall defend
24 (at the PARTICIPATING AGENCY's sole cost and expense with legal counsel reasonably acceptable to
25 the AUTHORITY), indemnify, protect, and hold harmless the AUTHORITY, and its officers, directors,
26 employees, and agents (collectively the "Indemnified Parties"), from and against any and all liabilities,
Page 6 of 10
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 NO. C-3-3049
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages,
demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"),
including but not limited to Claims arising from injuries to or death of persons (PARTICIPATING
AGENCY's employees included), for damage to property, including property owned by the AUTHORITY,
or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent
acts, omissions or willful misconduct of the PARTICIPATING AGENCY, its officers, directors, employees
or agents in connection with or arising out of the performance of this Agreement.
B. To the fullest extent permitted by law, the AUTHORITY shall defend (at the AUTHORITY's
sole cost and expense with legal counsel reasonably acceptable to the PARTICIPATING AGENCY),
indemnify, protect, and hold harmless the PARTICIPATING AGENCY, including their officers, directors,
employees, and agents (collectively the "Indemnified Parties"), from and against any and all liabilities,
actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages,
demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"),
including but not limited to Claims arising from injuries to or death of persons (AUTHORITY's employees
included), for damage to property, including property owned by the PARTICIPATING AGENCY, or from
any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent acts,
omissions or willful misconduct of the AUTHORITY, its officers, directors, employees or agents in
connection with or arising out of the performance of this Agreement.
C. The indemnification and defense obligations of this Agreement shall survive its expiration
I or termination.
ARTICLE 8. ADDITIONAL PROVISIONS
A. Term of Agreement: This Agreement shall be in full force and effect from the Effective
Date through December 31, 2028.
B. Amendment: 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 all Parties.
Page 7of10
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25 1
26 1
COOPERATIVE AGREEMENT NO. C-3-3049
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
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, the non -defaulting
Party 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 Parties shall comply with all applicable federal, state, and local laws,
statues, ordinances, and regulations of any governmental authority having jurisdiction over the
PROJECT.
F. Legal Authority: The Parties hereto consent that they are authorized to execute this
Agreement on behalf of said Party 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 remaining 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.
I. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or
authority hereunder may be assigned in whole or in part by either Party without the prior written consent
of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed
void and of no force and effect. Consent to one assignment shall not be deemed consent to any
subsequent assignment, nor the waiver of any right to consent to such subsequent assignment.
Page 8 of 10
1
2
3
4
N72
[:11111111
71
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
COOPERATIVE AGREEMENT NO. C-3-3049
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
J. Governinq Law: The laws of the State of California and applicable local and federal laws,
regulations, and guidelines shall govern this Agreement.
K. Litigation Fees: Should litigation arise out of this Agreement for the performance thereof,
the court shall award costs and expenses, including attorney's fees, to the prevailing Party.
L. Notices: Any notices, requests, or demands made between the Parties pursuant to this
Agreement are to be directed as follows:
To PARTICIPATING AGENCY:
To AUTHORITY:
City of Newport Beach
Orange County Transportation Authority
100 Civic Center Drive
550 South Main Street
Newport Beach, CA 92660
P. O. Box 14184
Orange, CA 92863-1584
Attention: Brad Sommers
Attention: Michael Le
City Traffic Engineer
Senior Contract Administrator
Tel: (949) 644-3326
Tel: (714) 560-5314
Email: bsommers(cD-newportbeachca.gov
Email: mle1(cD-octa.net
CC: Alicia Yang
OCTA Project Manager
Tel: (714) 560-5362
Email: ayanq(ab-octa.net
M. Force Maieure: Either Party shall be excused from performing its obligations under this
Agreement during the time and to the extent that it is prevented from performing by an unforeseeable
cause beyond its control, including but not limited to: any incidence of fire, flood; acts of God;
commandeering of material, products, plants 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.
Page 9of10
COOPERATIVE AGREEMENT NO. C-3-3049
COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
This Agreement shall be made effective upon execution by all Parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-3-3049 to be
executed as of the date of the last signature below.
CITY OF NEWPORT BEACH _; ORANGE COUNTY TRANSPORTATION AUTHORITY
By: )
Da div Webb
Public Works Director
Dated: l
ATTEST:
By:
Leilani I. Blp4
City Clerk
Dated: /,;, Z�Iq o,,33
APPROVED AS TO FORM
By: Jir"�4
Aar n C. r
Attorn
Dated: /y�/Z3
By: � S
Lydi Bilynsky
Manager, Capital Projects
Dated: � 2 11312) L3
APPROVED AS TO FORM:
,7awes bmic%
Bv: James Donich (Nov 29, 2023 19:42 PST)
James M. Donich
General Counsel
Dated:
Page 10 of 10