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HomeMy WebLinkAboutC-5131 - Cooperative Agreement for Jamboree Road Traffic Signal Synchronization ProjectCOOPERATIVE AGREEMENT FOR THE JAMBOREE ROAD SIGNAL SYNCHRONIZATION PROJECT This Jamboree Road Signal Synchronization Project Agreement ( "Agreement') is ltfi entered into as of m ti7, , 20141"Effective Date') by and between the CITY OF IRVINE, a California municipal corporation ( "City) and the CITIES OF NEWPORT BEACH AND TUSTIN (collectively, "Participating Agencies'). City and Participating Agencies are sometimes referred to herein individually as a "party' or collectively as the "parties." RECITALS A. The City, 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. B. The City has been awarded Project P funds based on the application (hereinafter, "Application ") prepared by the City for implementation of signal synchronization of traffic signals along Jamboree Road Corridor between Portola Parkway and MacArthur Boulevard (hereinafter, "Project "). C. The Participating Agencies have elected to designate the City and the City agrees to act as implementing agency to carry out the signal coordination Project. D. The Project will include approximately twenty -seven (27) traffic signals as identified in the Application and illustrated in the Project scope of work, which is attached and referred to herein as Attachment A. E. The Project will include elements identified in the Application such as the development and implementation of optimized signal synchronization timing, preparation of before and after study, and installation of signal timing improvements as identified in Attachment A. F. The City agrees to work with Participating Agencies to coordinate the inclusion of other traffic control elements that must be installed at the same time as the construction of the Project that are NOT included in Attachment A and will be the financial responsibility of the Participating Agency owning each and any of those traffic control elements during the course of the Project. G. The City agrees to implement the Project based on Attachment A. The City and Participating Agencies agree to a combined cash and in -kind match of fifty -seven thousand, six hundred and fifty -two dollars ($57,652.00), equivalent to twenty percent (20 %) of the Project cost based on Attachment B. The funds received through Project P provide 80% or up to two hundred thirty thousand six hundred and eight dollars ($230,608.00) of the Project cost. In the event the Project costs exceed the estimates as submitted in the Application as prepared by the City, all parties agree to meet and determine Project revisions to satisfy the budget or revised funding proposal by Participating Agencies which shall be documented and submitted in writing as a revision to the Agreement. H. The City and Participating Agencies desire to enter into this Agreement to implement the Project in support of Project P as part of M2. This Agreement defines the specific terms, conditions, and funding responsibilities between the City and Participating Agencies for the implementation of the Project. 7ZID AGREEMENT NOW, THEREFORE, in consideration of the above recitals and the mutual covenants set forth below, the City and the Participating Agencies agree as follows: Complete Agreement a. This Agreement, including any attachments incorporated herein and made applicable by reference, constitutes the complete and exclusive statement of the terms and conditions of this Agreement between City and the Participating Agencies and it supersedes all prior representations, understandings and communications between the parties. 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. City's 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 City's right to such performance or to future performance of such term(s) or condition(s), and Participating Agencies' performance of any term(s) or condition(s) of this Agreement shall not be construed obligation in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not be binding upon City except when specifically confirmed in writing by an authorized representative of City by way of a written 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 City'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 City's obligation in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not be binding upon Participating Agencies except when specifically confirmed in writing by an authorized representative of Participating Agencies by way of a written amendment to this Agreement and issued in accordance with the provisions of this Agreement. Scope of Agreement This Agreement specifies the roles and responsibilities of the Parties as they pertain to the subjects and projects addressed herein. Both City 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. 3. Responsibilities of the City as Proiect Lead Agencv The City as the Lead Agency agrees to the following responsibilities for the implementation of the Project: a. 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 cooperate with the Orange County Transportation Authority (OCTA) and coordinate outreach efforts for the Primary Implementation phase of 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 Orange County Transportation 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 City 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. g. To provide Ongoing Maintenance and Operation of optimized signal timing after Primary Implementation of the Project is completed and continue until the end of the three year grant period. h. To invoice the Participating Agency providing dollar match as identified in Attachment B at the end of each phase. i. To request proof of expenditures from Participating Agency providing in -kind match as identified in Attachment B at the end of each phase. 4. Responsibilities of the Participating Agencies The Participating Agencies agree to the following responsibilities for implementation and funding of the Project: a. To provide a technical representative to meet and participate as a member of the project's Traffic Forum. b. To authorize the City to manage, procure, and implement all aspects of the project. c. To participate and support the Project implementation within the timeframe outlined in the Application and consistent with the Comprehensive Transportation Funding Program (CTFP) Guidelines adopted by OCTA. d. To provide the City all current intersection, local field master, and /or central control system timing plans and related data upon request. e. To provide the local match and /or documentation for the in -kind services for the project in accordance with Attachment B. Failure to provide included match and /or evidence of in -kind service may result in the loss of future participation for competitive funds. f. Participating Agencies that have included a dollar match as identified in Attachment B shall provide payment for the dollar match to the City within 30 days of receipt of an invoice. g. Participating Agencies that have included an in -kind match as identified in Attachment B shall provide documentation of conformance to the City within 30 days of City's request. h. Participating Agencies shall provide updates to the City on the Project as part of the semi - annual review process until completion of the three year Project grant period. Documents to be provided include, but are not limited to, payroll records, contracts, and purchase orders. 5. Delegated Authority The actions required to be taken by Participating Agencies in the implementation of this Agreement are delegated to their City Managers, or equivalent designees, and the actions required to be taken by City in the implementation of this Agreement are delegated to City's City Manager or his designee. Participating Agencies represent to one another that this designation of authority is authorized under their respective local rules and regulations. 6. Audit and Inspection City and Participating Agencies shall maintain a complete set of records in accordance with generally accepted accounting principles. Upon reasonable notice, City shall permit the authorized representatives of the Participating Agencies to inspect and audit all work, materials, payroll, books, accounts, and other data and records of City 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 OCTA's payment of City's final billing (so noted on the invoice) under this Agreement. The Participating Agencies 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 City's contractor. Indemnification a. The Participating Agencies shall jointly and severally indemnify, defend and hold harmless the City, 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. b. The Participating Agencies shall maintain adequate levels of insurance, or self - insurance to assure full indemnification of City. City 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 City, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement. d. City shall maintain adequate levels of insurance, or self- insurance to assure full indemnification of the Participating Agencies. 8. Additional Provisions a. Term of Agreement: This Agreement shall continue in full force and effect until September 30, 2016. This Agreement may be extended or amended at the mutual consent of all parties hereto. No amendment shall have any force or effect unless executed in writing by all parties hereto. b. The City 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. c. Legal Authority: The City and the 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. d. 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. e. 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. f. In the event that the Project Costs exceed the estimates as submitted in the Application as prepared by the City, all parties agree to meet and determine Project revisions to satisfy the budget or a revised funding proposal by Participating Agencies which shall be documented and submitted in writing as a revision to the Agreement. g. The Parties shall comply with all applicable federal, state and local laws, statutes, ordinances and regulations of any governmental authority having jurisdiction over the Project. h. Force Majeure: 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. 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. 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. k. Governing Law: The laws of the State of California and applicable local and federal laws, regulations and guidelines shall govern this Agreement. I. Notices: Any notice, demand, request, consent, approval or communication under this Agreement shall be in writing and either served personally or sent by prepaid, first -class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed given (a) upon personal delivery or (b) forty -eight (48) hours from deposit of such notice in the United States mail, postage prepaid. To City of Irvine: City of Irvine P.O. Box 19575 Irvine, CA 92623 -9575 Attention: Director of Public Works To City of Tustin: City of Tustin 300 Centennial Way Tustin, CA 92780 Attention: Director of Public Works /City Engineer To City of Newport Beach: City of Newport Beach P.O. Box 1768 Newport Beach, CA 92658 Attention: Director of Public Works (Signature Page Fol lows) This Agreement shall be made effective upon execution by both parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first set forth above. CITY OF IRVINE By: Manuel Gomez Director of Public Works ATTEST: By: Sharie Apodaca City Clerk APPROVED AS TO FORM By: Phil Kohn City Attorney Dated: CITY9F-N,EWPa TR BEAC� By: Nancy GWdne Mayor ATTEST: By: Leilani Brown City Clerk APPROVEID-ASgO FORM IFA By.1.ivv�s�_. City Attorney `, Fes" Dated: c_ WI t Z" n� �f _URNIA This Agreement shall be made effective upon execution by both parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first set forth above. F IRVIN By: Manuel Go ez Director of tublic Works ATTE By: Shade Apodac City Clerk .... 6!i/:ERCFfl��r By: Phil Kc#n City Attorney Dated: 3li3/i2 CITY OF NEWPORT BEACH By: Nancy Gardner Mayor ATTEST: By: Leilani Brown City Clerk APPROVED AS TO FORM By: City Attorney Dated: A By: anu I Gom z Director of P blic Works ATTES B�i.w, Y: Sharie Apodac City Clerk CITY OF TI By: o n Ni n Mayor ATTEST: By: *PaelaSI toker City Clerk APPROV FORM APP O EDAS T R By: By: Phi Kn David E. Kendig City At rney City Attorney Dated: 3/11/t2- Dated: 2 ATTACHMENT A Scope of Work Jamboree Road Signal Synchronization INTRODUCTION The City of Irvine will lead the PROJECT to optimize signal synchronization timing along Jamboree Corridor (Portola to MacArthur). Below is the list of intersections: Table 1: Project Traffic Signals City of Tustin 15. Jamboree Rd @ Alton Pkwy 1. Jamboree Rd @ Portola Pkwy 16. Jamboree Rd @ McGaw Ave 2. Jamboree Rd @ Champion Way 17. Jamboree Rd @ Kelvin Ave 3. Jamboree Rd @ Trevino Dr 18. Jamboree Rd @ Main St 4. Jamboree Rd @ Robinson Dr California Department of Transportation (Caltrans) 5. Jamboree Rd @ Irvine Blvd 19. Jamboree Rd @ 1 -405 NB Off -Ramp 6. Jamboree Rd @ Tustin Ranch Plaza 20. Jamboree Rd @ 1 -405 SB Off -Ramp 7. Jamboree Rd @ Bryan Ave City of Irvine 8. Jamboree Rd @ West Dr 21. Jamboree Rd @ Michelson Dr 9. Jamboree Rd @ El Camino Real 22. Jamboree Rd @ Dupont Dr California Department of Transportation (Caltrans) 23. Jamboree Rd @ Campus Dr 10. Jamboree Rd @ 1 -5 NB Off -Ramp 24. Jamboree Rd @ Birch St 11. Jamboree Rd @ 1 -5 SB Off -Ramp 25. Jamboree Rd @ Fairchild Rd City of Irvine 26. Jamboree Rd @ Centrepointe 12. Jamboree Rd @ Michelle Dr City of Newport Beach 13. Jamboree Rd @ Barranca Pkwy 27. Jamboree Rd @ MacArthur Blvd 14. Jamboree Rd @ Beckman Ave PRIMARY IMPLEMENTATION The following is an outline of the scope of services for PROJECT Primary Implementation. 1) ProiectAdministration CITY 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 CITY 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: a All data, documents, plans, photos, etc. related to each Project intersection within the past two years; a Local agency timing preferences or policies for all modes of travel and special intersection treatments; and a 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 CITY 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. 2) Signal Synchronization Timing The CITY 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 CITY 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 CITY 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 CITY in coordination with the 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 PARTICIPATING AGENCY shall provide sufficient staffing to provide Engineering Design Review of design documentation. If design documentation is provided by the PARTICIPATING 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 CITY in the name of and for the end user PARTICIPATING AGENCY. The CITY 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 PARTICIPATING 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 For a period of two (2) years (24 months), from the date of PROJECT acceptance, CITY shall provide for On Going Maintenance and Monitoring of PROJECT. This shall include the observation of corridor and system intersection operations to maintain PROJECT integrity. CITY will make observations and provide recommended changes to PARTICIPATING AGENCY for approval and implementation. CITY shall also provide resources for maintenance and repair of any PROJECT installed infrastructure for the same time period. PARTICIPATING AGENCY shall provide sufficient staffing for assistance in administration of this task. ATTACHMENT B Cost Estimates Jamboree Road Signal Synchronization City of Irvine Number of Signals: 17 signals includes 4 Caltrans Synchronization Costs: 17 signals x $6,000 /si nal $102,000 Before & After Study: 17 signals x $300/signal $ 5,100 Signal Improvement Costs: Time Source installed at: $ 1,680 Communications & Detection Support Jamboree /1 -5 NB Ramps $ 2,400 Total Jamboree /1 -5 SB Ramps $ 10,380 20 % City of Newport Beach Match: $2,076 20% of $10,380 Jamboree /1 -405 NB Ramps Jamboree /1 -405 SB Ramps 4 signals x $2,000ea $ 8,000 Monitoring & Improving 17 signals x $70 /signal /month x 24 $ 28,560 Optimized Timing months Communications & Detection 17 signals x $100 /signal /month x 24 $ 40,800 Support months Total $184,460 20% City of Irvine Match: $36,892 20% of $184,460 Type of Matching Funds: In -Kind City of Newport Beach Number of Signals: 1 signal Synchronization Costs: 1 signal x $6,000 /si nal $ 6,000 Before & After Stud : 1 signal x $300/signal $ 300 Monitoring & Improving Optimized Timing 1 signal x $70 /signal /month x 24 months $ 1,680 Communications & Detection Support 1 signal x $100 /signal /month x 24 months $ 2,400 Total 1 $ 10,380 20 % City of Newport Beach Match: $2,076 20% of $10,380 Type of Matching Funds: In -Kind City of Tustin Number of Signals: 9 signals Synchronization Costs: 9 signal x $6,000 /si nal $ 54,000 Before & After Study: 9 signal x $300/signal $ 2,700 Monitoring & Improving Optimized Timing 9 signal x $70 /signal /month x 24 months $ 15,120 Communications & Detection Support 9 signal x $100 /signal /month x 24 months $ 21,600 Total i 420 20% City of Tustin Match: $18,684 20% of $93,420 Type of Matching Funds: Dollar Match LINI-0, � - � =�c Staff Report Agenda Item No. 9 May 22, 2012 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FRONT: Public Works Department Stephen G. Badum, Public Works Director 949- 644- 3311,sbadum @newportbeachca.gov PREPARED BY: Antony Brine APPROVED: TITLE: Jamboree Road Signal Synchronization Cooperative Agreement ABSTRACT: Staff has been participating with the City of Irvine in support of their multi jurisdictional project to optimize signal synchronization timing along Jamboree Road from MacArthur Boulevard to Portola Parkway in the city of Tustin. Engineering and construction will be performed in collaboration with adjacent agencies, with the City of Irvine taking the lead in managing the project. RECOMMENDATION: Approve Cooperative Agreement with the cities of Irvine, Tustin, and the State of California for the engineering and construction of the Jamboree Road Traffic Signal Synchronization project FUNDING REQUIREMENTS: There is no fiscal impact related to this item. Staff will be providing in -kind services in support of the project. DISCUSSION: OCTA has adopted a Regional Traffic Signal Synchronization Program (Project P) that identifies traffic signal synchronization corridors for signals within and across jurisdictional boundaries. The Regional Program requires that local agencies adopt a Local Signal Synchronization Plan (LSSP) to maintain City eligibility for Project P funding. On November 23, 2010 the City Council adopted Resolution No. 2010 -130 approving the Local Signal Synchronization Plan. Jamboree Road Signal Synchronization Cooperative Agreement May 22, 2012 Page 2 On April 26, 2011, the City Council adopted Resolution No. 2011 -33 supporting the City of Irvine's application to OCTA for the Jamboree Road Signal Synchronization project. The project will synchronize all of the traffic signals on Jamboree Road from Portola Parkway in the north to MacArthur Boulevard in the south. The only City -owned and maintained traffic signal that is included in this project is located at the intersection of Jamboree Road at MacArthur Boulevard. In support of the project, City staff will provide matching funding of $ 2,076 in in -kind services. These in -kind services will include monitoring of new signal timing, and communications support. Because staff will be providing these services in support of the project, there is no requirement for City funds. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act ( "CEQA ") pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). Submitted by: Public-Work% Director Attachment: A. Cooperative Agreement a Jamboree Road Signal Synchronization Cooperative Agreement May 22, 2012 Page 3 COOPERATIVE AGREEMENT FOR THE JAMBOREE ROAD SIGNAL SYNCHRONIZATION PROJECT This Jamboree Road Signal Synchronization Project Agreement (Agreements is entered into as of 20_ ( "Effective Date') by and between the CITY OF IRVINE, a California municipal corporation ( "City') and the CITIES OF NEWPORT BEACH AND TUSTIN (collectively, "Participating Agencies'). City and Participating Agencies are sometimes referred to herein individually as a "party' or collectively as the "parties RECITALS A. The City, 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, B. The City has been awarded Project P funds based on the application (hereinafter, "Application ") prepared by the City for implementation of signal synchronization of traffic signals along Jamboree Road Corridor between Portola Parkway and MacArthur Boulevard (hereinafter, "Project "). C. The Participating Agencies have elected to designate the City and the City agrees to act as implementing agency to carry out the signal coordination Project. D. The Project will include approximately twenty -seven (27) traffic signals as identified in the Application and illustrated in the Project scope of work, which is attached and referred to herein as Attachment A. E. The Project will include elements identified in the Application such as the development and implementation of optimized signal synchronization timing, preparation of before and after study, and installation of signal timing improvements as identified in Attachment A. F. The City agrees to work with Participating Agencies to coordinate the inclusion of other traffic control elements that must be installed at the same time as the construction of the Project that are NOT included in Attachment A and will be the financial responsibility of the Participating Agency owning each and any of those traffic control elements during the course of the Project. G. The City agrees to implement the Project based on Attachment A. The City and Participating Agencies agree to a combined cash and in -kind match of fifty -seven thousand, six hundred and fifty -two dollars ($57,652.00), equivalent to twenty percent (20 %) of the Project cost based on Attachment B. The funds received through Project P provide 80% or up to two hundred thirty thousand six hundred and eight dollars ($230,608.00) of the Project cost. In the event the Project costs exceed the estimates as submitted in the Application as prepared by the City, all parties agree to meet and determine Project revisions to satisfy the budget or revised funding proposal by Participating Agencies which shall be documented and submitted in writing as a revision to the Agreement. H. The City and Participating Agencies desire to enter into this Agreement to implement the Project in support of Project P as part of M2. This Agreement defines the specific terms, conditions, and funding responsibilities between the City and Participating Agencies for the implementation of the Project. A AGREEMENT NOW, THEREFORE, in consideration of the above recitals and the mutual covenants set forth below, the City and the Participating Agencies agree as follows: Complete Agreement a. This Agreement, including any attachments incorporated herein and made applicable by reference, constitutes the complete and exclusive statement of the terms and conditions of this Agreement between City and the Participating Agencies and it supersedes all prior representations, understandings and communications between the parties. 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. City's 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 City's right to such performance or to future performance of such term(s) or condition(s), and Participating Agencies' performance of any term(s) or condition(s) of this Agreement shall not be construed obligation in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not be binding upon City except when specifically confirmed in writing by an authorized representative of City by way of a written 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 City'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 City's obligation in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not be binding upon Participating Agencies except when specifically confirmed in writing by an authorized representative of Participating Agencies by way of a written amendment to this Agreement and issued in accordance with the provisions of this Agreement. 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 City 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. 3. Responsibilities of the City as Proiect Lead Agency The City as the Lead Agency agrees to the following responsibilities for the implementation of the Project: a. 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. s b. To cooperate with the Orange County Transportation Authority (OCTA) and coordinate outreach efforts for the Primary Implementation phase of 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 Orange County Transportation 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 B.111.9) for the project. The City 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. g. To provide Ongoing Maintenance and Operation of optimized signal timing after Primary Implementation of the Project is completed and continue until the end of the three year grant period. h. To invoice the Participating Agency providing dollar match as identified in Attachment B at the end of each phase. I. To request proof of expenditures from Participating Agency providing in -kind match as identified in Attachment B at the end of each phase. 4. Responsibilities of the Participating Agencies The Participating Agencies agree to the following responsibilities for implementation and funding of the Project: a. To provide a technical representative to meet and participate as a member of the project's Traffic Forum. b. To authorize the City to manage, procure, and implement all aspects of the project. c. To participate and support the Project implementation within the timeframe outlined in the Application and consistent with the Comprehensive Transportation Funding Program (CTFP) Guidelines adopted by OCTA. d. To provide the City all current intersection, local field master, and /or central control system timing plans and related data upon request. e. To provide the local match and /or documentation for the in -kind services for the project in accordance with Attachment B. Failure to provide included match and /or evidence of in -kind service may result in the loss of future participation for competitive funds, I. Participating Agencies that have included a dollar match as identified in Attachment 8 shall provide payment for the dollar match to the City within 30 days of receipt of an invoice. g. Participating Agencies that have included an in -kind match as identified in Attachment B shall provide documentation of conformance to the City within 30 days of City's request. h. Participating Agencies shall provide updates to the City on the Project as part of the semi - annual review process until completion of the three year Project grant period. Documents to be provided include, but are not limited to, payroll records, contracts, and purchase orders. 5. Delegated Authorit The actions required to be taken by Participating Agencies in the implementation of this Agreement are delegated to their City Managers, or equivalent designees, and the actions required to be taken by City in the implementation of this Agreement are delegated to City's City Manager or his designee. Participating Agencies represent to one another that this designation of authority is authorized under their respective local rules and regulations. 6. Audit and Inspection City and Participating Agencies shall maintain a complete set of records in accordance with generally accepted accounting principles. Upon reasonable notice, City shalt permit the authorized representatives of the Participating Agencies to inspect and audit all work, materials, payroll, books, accounts, and other data and records of City for a period of four (A) 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 OCTA's payment of City's final billing (so noted on the invoice) under this Agreement. The Participating Agencies 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 City's contractor. 7. Indemnification a. The Participating Agencies shall jointly and severally indemnify, defend and hold harmless the City, 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. b. The Participating Agencies shall maintain adequate levels of insurance, or self - insurance to assure full indemnification of City. c. City 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 lo, or loss of property caused by the negligent acts, omissions or willful misconduct by City, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement. d. City shall maintain adequate levels of insurance, or self - insurance to assure full indemnification of the Participating Agencies. n 8. Additional Provisions a. Term of Agreement: This Agreement shall continue in full force and effect until September 30, 2016. This Agreement may be extended or amended at the mutual consent of all parties hereto. No amendment shall have any force or effect unless executed in writing by all parties hereto. b. The City 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. c. Legal Authority: The City and the 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. d. 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. e. 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. f. In the event that the Project Costs exceed the estimates as submitted in the Appiication;as prepared by the City, all parties agree to meet and determine Project revisions to satisfy the budget or a revised funding proposal by Participating Agencies which shall be documented and submitted in writing as a revision to the Agreement. g. The Parties shall comply with all applicable federal, state and local laws, statutes, ordinances and regulations of any governmental authority having jurisdiction over the Project. h. Force Majeure: 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. 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. I j. 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. k. Governing Law: The laws of the State of California and applicable local and federal laws, regulations and guidelines shall govern this Agreement. 1. Notices: Any notice, demand, request, consent, approval or communication under this Agreement shall he in writing and either served personally or sent by prepaid, first -class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shelf be deemed given (a) upon personal delivery or (b) forty -eight (48) hours from deposit of such notice in the United States mail, postage prepaid. To City of Irvine- To City of Newport Beach - City of Irvine City of Newport Beach P.O. Box 19575 P.O. Box 1768 Irvine, CA 92623 -9575 Newport Beach, CA 92658 Attention: Director of Public Works Attention: Director of Public Works To City of Tustin' City of Tustin 300 Centennial Way Tustin, CA 92780 Attention: Director of Public Works /City Engineer (Signature Page Follows) no This Agreement shall be made effective upon execution by both parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first set forth above. CITY OF IRVINE By: Manuel Gomez Director of Public Works ATTEST: By: Sharie Apodaca City Clerk APPROVED AS TO FORM By: Phil Kohn City Attorney Dated: CITY OF NEWPORT BEACH By: Nancy Gardner Mayor ATTEST: By: Leilani Brown City Clerk APPROVED tit RM / City Attorney I 11q d Z Dated: rll CITY OF IRVINE By: Manuel Gomez Director of Public Works ATTEST: By: Sharie Apodaca City Clerk APPROVED AS TO FORM By: Phil Kohn City Attorney CITY OF TUSTIN By: John Nielsen Mayor ATTEST: By; Pamela Stoker City Clerk APPROVED AS TO FORM By: David E. Kendig City Attorney Dated: Dated: PRIMARY IMPLEMENTATION The following is an outline of the scope of services for PROJECT Primary Implementation. 1) Project Administration CITY 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 CITY 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; ® Local agency timing preferences or policies for all modes of travel and special intersection treatments; and 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 CITY 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. 2) Signal Synchronization Timing The CITY 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 CITY 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 CITY 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 CITY in coordination with the 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 PARTICIPATING AGENCY shall provide sufficient staffing to provide Engineering Design Review of design documentation. If design documentation is provided by the PARTICIPATING 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 CITY in the name of and for the end user PARTICIPATING AGENCY. The CITY 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 PARTICIPATING AGENCY shall waive all fees for permits and inspections and shall provide sufficient professional staffing to provide construction support and inspection services to PROJECT. ,, r PROJECT TRAFFIC SIGNAL SYNCHRONIZATION -- ON GOING MAINTENANCE AND MONITORING For a period of two (2) years (24 months), from the date of PROJECT acceptance, CITY shall provide for On Going Maintenance and Monitoring of PROJECT. This shall include the observation of corridor and system intersection operations to maintain PROJECT integrity. CITY will make observations and provide recommended changes to PARTICIPATING AGENCY for approval and implementation. CITY shall also provide resources for maintenance and repair of any PROJECT installed infrastructure for the same time period. PARTICIPATING AGENCY shall provide sufficient staffing for assistance in administration of this task. ,'r- I ATTACHMENT B Cost Estimates Jamboree Road Signal Synchronization City of Irvine Number of Signals: 17 signals includes 4 Caltrans Synchronization Costs: 17 signals x $6,000 /si nal $102,000 Before & After Study: 17 signals x $300/signal $ 5,100 Signal Improvement Costs: Time Source installed at: $ 1,680 Communications & Detection Support Jamboree /1 -5 NB Ramps $ 2,400 Total Jamboree /1 -5 SB Ramps $ 10,380 20% City of Newport Beach Match: $2,076 20% of $10,380 Jamboreell -405 NB Ramps Jamboree /1 -405 SB Ramps 4 signals x $2,000ea $ 8,000 Monitoring & Improving 17 signals x $70 /signallmonth x 24 $ 28,560 Optimized Timing months Communications & Detection 17 signals x $100 /signal /month x 24 $ 40,800 Support months Total $184,460 20% City of Irvine Match: $36,892 20% of $184,460 Type of Matching Funds: In -Kind City of Newport Beach Number of Signals: 1 signal Synchronization Costs: 1 signal x $6,000 /si nal $ 6,000 Before & After Study: 1 signal x $300/signal $ 300 Monitoring & Improving Optimized Timing 1 signal x $70 1signallmonth x 24 months $ 1,680 Communications & Detection Support 1 signal x $100 /signallmonth x 24 months $ 2,400 Total 1 $ 10,380 20% City of Newport Beach Match: $2,076 20% of $10,380 Type of Matching Funds: In -Kind //n City of Tustin Number of Signals: 9 9 signals Synchronization Costs: 9 9 signal x $6,000 /si nal $ $ 54,000 Before & After Stud : 9 9 si nal x $300 /si nal $ $ 2,700 Monitoring & Improving 9 9 signal x $70 /signal /month x 24 months $ $ 15,120 O timized Timin Communications & Detection 9 9 signal x $100 /signal /month x 24 $ $ 21,600 Support m months Total $ 93,420 o ono/ r4.. _ y 1o,004 t20% Of i93 4A) _ 1