HomeMy WebLinkAboutC-9643-1 - Cooperative Agreement No. C-3-3058 for Alternative Signal Communication Demonstration ProjectDistributed 6/20/2024
Accounting
CAM M
?`
FPA
9
PM A Yang, J Trujillo
Vendor ✓
CAMM M Bornman
1
V
1
COOPERATIVE AGREEMENT NO. C-3-3058
2
BETWEEN
3
ORANGE COUNTY TRANSPORTATION AUTHORITY
4
AND
5
CITIES OF HUNTINGTON BEACH, LA HABRA, LAKE FOREST, NEWPORT BEACH,
6
RANCHO SANTA MARGARITA, SEAL BEACH, AND YORBA LINDA
7
FOR
8
ALTERNATIVE SIGNAL COMMUNICATION DEMONSTRATION PROJECT
9
THIS COOPERATIVE AGREEMENT (Agreement), is effective this 18th day of
10
June , 2024 ("Effective Date"), by and between the Orange County Transportation
11
Authority, 550 South Main Street, P.O. Box 14184, Orange California 92863-1584, a public corporation
12
of the State of California (herein referred to as "AUTHORITY") and the cities of Huntington Beach, La
13
Habra, Lake Forest, Newport Beach, Rancho Santa Margarita, Seal Beach, and Yorba Linda (hereinafter
14
referred to as each a "PARTICIPATING AGENCY", collectively as the "PARTICIPATING AGENCIES"),
15
each individually known as "Party" and collectively known as the "Parties".
16
RECITALS:
17
WHEREAS, AUTHORITY and PARTICIPATING AGENCIES agree to evaluate, select, and
18
implement alternative signal communication solutions as a demonstration for the region to evaluate; and
19
WHEREAS, on June 13, 2022, AUTHORITY entered into an agreement with Iteris, Inc. (Iteris),
20
for a demonstration of alternative signal communication solutions; and
21
WHEREAS, PARTICIPATING AGENCIES have indicated their desire to upgrade or install new
22
communication infrastructure as part of the Alternative Signal Communication Demonstration Project
23
(hereinafter referred to as "PROJECT'); and
24
WHEREAS, the PROJECT will include twenty-two (22) traffic signal communication network
25
infrastructure upgrades, as identified in Attachment A; and
26
/
Last Rev: 4/25/2022
Page 1 of 16
PA
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
AGREEMENT NO. C-3-3058
WHEREAS, the PROJECT will include communication network infrastructure upgrades, such as
hardware to support the management of each PARTICIPATING AGENCY's traffic network; and
WHEREAS, PARTICIPATING AGENCIES will each be responsible for their jurisdictional portion
of the operation and maintenance of PROJECT; and
WHEREAS, AUTHORITY and PARTICIPATING AGENCIES have previously cooperated, and
will continue to cooperate, in carrying out traffic signal synchronization and other Intelligent Transportation
Systems (ITS) improvements; and
WHEREAS, AUTHORITY and PARTICIPATING AGENCIES acknowledge their mutual desire to
enter into this Cooperative Agreement to formalize the terms and conditions and to establish guidelines
and responsibilities between AUTHORITY and PARTICIPATING AGENCIES, for mutually agreed upon
services for the improvement of the PROJECT.
NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and
PARTICIPATING AGENCIES as follows:
ARTICLE 1. COMPLETE AGREEMENT
A. This Agreement, including any attachments incorporated herein and made applicable by
reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this
Agreement between AUTHORITY and PARTICIPATING AGENCIES and it supersedes all prior
representations, understandings, and communications. The invalidity in whole or in part of any term or
condition of this Agreement shall not affect the validity of other term(s) or conditions(s) of this Agreement.
The above referenced Recitals are true and correct and are incorporated by reference herein.
B. AUTHORITY& failure to insist on any instance(s) of PARTICIPATING AGENCIES
performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or
relinquishment of AUTHORITY's right to such performance or to future performance of such term(s) or
condition(s), and PARTICIPATING AGENCIES obligation in respect thereto shall continue in full force
and effect. Changes to any portion of this Agreement shall not be binding upon AUTHORITY except
when specifically confirmed in writing by an authorized representative of AUTHORITY by way of a written
Page 2 of 16
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
PA■
22
23
24
25
26
AGREEMENT NO. C-3-3058
amendment to this Agreement and issued in accordance with the provisions of this Agreement.
C. PARTICIPATING AGENCIES failure to insist on any instance(s) of AUTHORITY's
performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or
relinquishment of PARTICIPATING AGENCIES right to such performance or to future performance of
such term(s) or condition(s), and AUTHORITY's obligation in respect thereto shall continue in full force
and effect. Changes to any portion of this Agreement shall not be binding upon a PARTICIPATING
AGENCY except when specifically confirmed in writing by an authorized representative of that
PARTICIPATING AGENCY by way of a written amendment to this Agreement and issued in accordance
with the provisions of this Agreement.
ARTICLE 2. SCOPE OF AGREEMENT
This Agreement specifies the roles and responsibilities of the Parties as they pertain to the
subjects and projects addressed herein. Both AUTHORITY and PARTICIPATING AGENCIES agree
that each will cooperate and coordinate with the other in all activities covered by this Agreement and any
other supplemental agreements that may be required to facilitate purposes thereof.
ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
AUTHORITY agrees to the following responsibilities for PROJECT:
A. To oversee the procurement, configuration, and installation of ITS devices at
PARTICIPATING AGENCY -specified intersections to enable communication from the traffic controllers
and the PARTICIPATING AGENCIES' Advanced Traffic Management System (ATMS) at no cost to the
PARTICIPATING AGENCIES.
B. To accept responsibility for and to maintain in good condition the AUTHORITY installed ITS
devices for the duration of the PROJECT.
C. To provide instructions, manuals, guidance, and formats to PARTICIPATING AGENCIES to
enable PARTICIPATING AGENCIES to comply with the monitoring and reporting requirements for the
duration of the PROJECT.
Page 3 of 16
1
2
3
4
5
6
7
8
9
10
11
12
13
`ES
15
16
17
18
19
20
21
22
23
24
25
26
AGREEMENT NO. C-3-3058
D. To remove any AUTHORITY installed ITS devices at the conclusion of the PROJECT upon
request by a PARTICIPATING AGENCY, at no cost to PARTICIPATING AGENCIES.
ARTICLE 4. RESPONSIBILITIES OF PARTICIPATING AGENCIES
PARTICIPATING AGENCIES agree to the following responsibilities for PROJECT:
A. To designate intersections within PARTICIPATING AGENCY's jurisdiction for AUTHORITY
to install ITS devices for the PROJECT.
B. To be solely responsible for maintaining the PARTICIPATING AGENCY's traffic signal
operation utilized for the PROJECT within PARTICIPATING AGENCY's jurisdiction, except for
AUTHORITY installed ITS devices.
C. To inform AUTHORITY of new traffic signal installations and any traffic signal modifications,
to PARTICIPATING AGENCY's overall traffic signal system, which would materially affect performance
of traffic signal communication by AUTHORITY installed ITS devices.
D. To continue to be responsible for and to maintain in good condition appropriate traffic signal
controllers for PARTICIPATING AGENCY's traffic signal operation within such PARTICIPATING
AGENCY's jurisdiction for the duration of the PROJECT.
E. To evaluate and accept all implementation of the PROJECT in PARTICIPATING AGENCY's
jurisdiction in accordance with PARTICIPATING AGENCY's requirements.
F. To be responsible for monitoring the devices and the communication links between the traffic
signal controllers and PARTICIPATING AGENCY's ATMS to ensure they stay operational.
G. To accept responsibility for and to maintain in good condition the AUTHORITY installed ITS
devices within AGENCY's jurisdiction upon completion of PROJECT; or, at a PARTICIPATING
AGENCY's sole discretion, to request that AUTHORITY remove AUTHORITY installed ITS devices at no
cost to PARTICIPATING AGENCIES following completion the PROJECT.
ARTICLE 5. MUTUAL RESPONSIBILITIES OF PARTIES
AUTHORITY and PARTICIPATING AGENCIES agrees to the following responsibilities for
PROJECT:
Page 4 of 16
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
AGREEMENT NO. C-3-3058
A. To work together in good faith, using reasonable efforts to resolve any unforeseen issues and
disputes arising out of the performance of this Agreement.
B. This Agreement shall not be construed as changing the role of a PARTICIPATING AGENCY
in upgrading its existing communication infrastructure, within its jurisdiction.
ARTICLE 6. DELEGATED AUTHORITY
The actions required to be taken by PARTICIPATING AGENCIES in the implementation of this
Agreement are delegated to its City Manager, or City Manager's designee, and the actions required to
be taken by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief
Executive Officer or designee.
ARTICLE 7. AUDIT AND INSPECTION
AUTHORITY and PARTICIPATING AGENCIES shall maintain a complete set of records in
accordance with generally accepted accounting principles. Upon reasonable notice, PARTICIPATING
AGENCIES shall permit the authorized representatives of the 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 PARTICIPATING AGENCIES
payment of AUTHORITY's final billing (so noted on the invoice) under this Agreement. AUTHORITY shall
have the right to reproduce any such books, records, and accounts. The above provision with respect to
audits shall extend to and/or be included in contracts with PARTICIPATING AGENCIES contractor.
ARTICLE 8. INDEMNIFICATION
A. To the fullest extent permitted by law, PARTICIPATING AGENCIES shall defend (at
PARTICIPATING AGENCIES sole cost and expense with legal counsel reasonably acceptable to
AUTHORITY), indemnify, protect, and hold harmless AUTHORITY, its officers, directors, employees, and
agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits,
claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders,
penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not
Page 5 of 16
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
AGREEMENT NO. C-3-3058
limited to Claims arising from injuries to or death of persons (PARTICIPATING AGENCIES employees
included), for damage to property, including property owned by AUTHORITY, or from any violation of any
federal, state, or local law or ordinance, by the negligent acts, omissions or willful misconduct of
PARTICIPATING AGENCIES, its officers, directors, employees or agents in connection with or arising
out of the performance of this Agreement.
B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole cost
and expense with legal counsel reasonably acceptable to PARTICIPATING AGENCIES), indemnify,
protect, and hold harmless PARTICIPATING AGENCIES, its officers, directors, employees, and agents
(collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims,
demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders,
penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not
limited to Claims arising from injuries to or death of persons (AUTHORITY's employees included), for
damage to property, including property owned by PARTICIPATING AGENCIES, or from any violation of
any federal, state, or local law or ordinance, by the negligent acts, omissions or willful misconduct of
AUTHORITY, its officers, directors, employees or agents in connection with or arising out of the
performance of this Agreement.
C. The indemnification and defense obligations of this Agreement shall survive its expiration or
termination.
ARTICLE 9. ADDITIONAL PROVISIONS
A. Term of Agreement: This Agreement shall be in full force and effect through
December 31, 2024.
B. Termination: In the event either Party defaults in the performance of their 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) days' prior written notice to the other Party.
Page 6 of 16
1
2
3
4
5
6
7
8
9
10
11
12
1911
14
15
16
17
18
19
20
21
22
23
24
25
26
AGREEMENT NO. C-3-3058
C. Termination for Convenience: Either Party may terminate this Agreement for its convenience
by providing thirty (30) days' prior written notice of its intent to terminate for convenience to the other
Party.
D. 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.
E. Legal Authority: AUTHORITY and PARTICIPATING AGENCIES hereto consent that they
are authorized to execute this Agreement on behalf of said Parties and that, by so executing this
Agreement, the Parties hereto are formally bound to the provisions of this Agreement.
F. 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.
G. 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. Electronic signatures will be permitted.
H. Amendments: This Agreement may be amended in writing at any time by the mutual consent
of all Parties. No amendment shall have any force or effect unless executed in writing by both Parties.
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 another 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 7of16
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
23
24
25
26
AGREEMENT NO. C-3-3058
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. Governing Law: The laws of the State of California and applicable local and federal laws,
regulations and guidelines shall govern this Agreement.
L. Litigation fees: Should any of the Parties commence an action against any of the other
Parties, either legal, administrative or otherwise, to enforce or interpret the provisions of this Agreement,
the court shall award costs and expenses, including attorney's fees, to the prevailing party.
M. Notices: Any notices, requests, or demands made between the Parties pursuant to this
Agreement are to be directed as follows:
To HUNTINGTON BEACH:
2000 Main Street
Huntington Beach, California 92648
Attention: William F. Janusz
Principal Civil Engineer
Tel: (714) 374-1628
E-mail: wianusz(a)surfcity-hb.org
To LA HABRA:
110 East La Habra Boulevard
La Habra, California 90631
Attention: Michael Plotnik
Traffic Manager
Tel: (562) 383-4162
E-mail: mplotnik cDlahabraca.gov
To AUTHORITY:
550 S. Main Street
P.O. Box 14184
Orange, California 92863-1584
Attention: Megan Bornman
Senior Contract Administrator
Tel: (714) 560-5064
E-mail: mbornman(@octa.net
CC: Alicia Yang
Project Manager
Tel: (714) 560-5362
E-mail: ayanq(o)octa.net
Page 8 of 16
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
To LAKE FOREST:
100 Civic Center Drive
Lake Forest, California 92630
Attention: Tran Tran
Traffic Engineering Manager — Public Works
Tel: (949) 461-3485
E-mail: ttran(a)lakeforestca.gov
To NEWPORT BEACH:
100 Civic Center Drive
Newport Beach, California 92660
Attention: Brad Sommers
City Traffic Engineer
Tel: (949) 644-3326
E-mail: bsommers(o)newportbeachca.gov
To RANCHO SANTA MARGARITA:
22112 El Paseo
Rancho Santa Margarita, California 92688
Attention: Tri Nguyen
Acting City Engineer
Tel: (949) 635-1813
E-mail: tnquyenQcityofrsm.org
To SEAL BEACH:
211 8' Street
Seal Beach, California 90740
Attention: Iris Lee
Director of Public Works
Tel: (562) 431-2527
E-mail: ilee(c�sealbeach ca. gov
AGREEMENT NO. C-3-3058
Page 9 of 16
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
AGREEMENT NO. C-3-3058
To YORBA LINDA:
4845 Casa Loma Avenue
Yorba Linda, California 92886
Attention: Tony L. Wang
Traffic Engineering Manager
Tel: (714) 961-7175
E-mail: twan j(a)yorbalindaca.gov
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be
executed as of the date of the last signature below.
CITY OF HUNTINGTON BEACH
By: (�
Gracey an Der ark
Mayor
ATTEST:
ORANGE COUNTY TRANSPORTATION AUTHORITY
By:
Z
Lydia Bilynsky
Department Manager, Capital rojects
APPROVED AS TO FORM:
By: Jainc..�lonicGh��N/G�l
h ±L;rt 29, 2013 73:24 F5T7
By:
R in Estanislau James M. Donich
City Clerk General Counsel
APPROVED AS TO
0IE.G
Attorney
COUNTERPART
Page 10 of 16
AGREEMENT NO. C-3-3058
1 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be
2 executed as of the date of the last signature below.
3 CITY OF LA HABRA
4
5 By: Albert (Apr 15, 2024 09:40 VDT)
6 Albert Mendoza
Deputy Public Works Director/City Engineer
7
ATTEST:
8
9 �iless�u� J BCiite/t�
By: Rhonda J. Barone 26, 2024 07:49 PDT)
10 Rhonda J. Barone
11 City Clerk
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
Page 11 of 16
AGREEMENT NO. C-3-3058
1 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be
2 executed as of the date of the last signature below.
3 CITY OF LAKE FOREST
4
5 By:
6 Thomas E. W eeler
Director of Public Works
7
ATTEST:
8
9
1By.
0 l {
Lisa Berglund
11 City Clerk
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
Page 12of16
11I
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
AGREEMENT NO. C-3-3058
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be
executed as of the date of the last signature below.
CITY OF NEWPORT BEAC
By:
David Web
Public Works Director
ATTEST:
i -
By: t4
Leilani I. Brown
City Clerk
Page 13 of 16
AGREEMENT NO. C-3-3058
1 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be
2 executed as of the date of the last signature below.
3 CITY OF RANCHO SANTA MARGARITA
4
5 By:
6 Tri Nguyen
Acting City Engineer
7
ATTEST:
8
9
By: —
10 Amy Diaz
11 City Clerk
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
Page 14 of 16
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
AGREEMENT NO. C-3-3058
1N WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be
executed as of the date of the last signature below.
CITY OF SEAL BEACH
By:
Ji .Ingra4m
City Manager
Q
By:
Gloria Harper
City Clerk
�yyQpu NI ED
�3
Page 15 of 16
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
AGREEMENT NO. C-3-3058
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-3-3058 to be
executed as of the date of the last signature below.
CITY OF YORBA LINDA
Mark P6L4---
By:
Mark Pulone (Mar 6, 2024 14:05 PST)
Mark Pulone
City Manager
ATTEST:
By: —)1�Ck, C,!G4
Marcia Brown
City Clerk
Page 16 of 16
AGREEMENT NO. C-3-3058
ATTACHMENT A
No
City
North/South
East/West
1
Huntington
Beach
Bolsa Chica Street
Heil Avenue
2
Del Mar Lane
_
Heil Avenue
3
Graham Street
Heil Avenue
4
Springdale Street
Heil Avenue
5
Trudy Lane
Heil Avenue
6
Edward Street
Heil Avenue
7
Goldenwest Street
Heil Avenue
8
Gothard Street
Heil Avenue
9
La Habra
Euclid Street
Bridenbecker Avenue
10
Euclid Street
Lambert Road
11
Lake Forest
El Toro Road
Pheasant Run
12
El Toro Road
Ridgeline Road
13
Newport Beach
Bayside Drive
Pedestrian Signal at Promontory
14
Rancho Santa
Margarita
Via Arribo
Melinda Road
15
Via Regressos
Melinda Road
16
Rancho Trabuco
Melinda Road
17
Altisima
Melinda Road
18
Seal Beach
Heather Street
Lampson Avenue
19
Rose Street
Lampson Avenue
20
Tulip Street
Lampson Avenue
21
Yorba Linda
Lakeview Avenue
Bastanchury Road
22
Lakeview Avenue
Lemon Drive