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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