HomeMy WebLinkAboutC-6062 - Cooperative Agreement No. C-4-1882 for Bristol Street Regional Traffic Signal Synchronization Project1
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AMENDMENT NO. 2 TO
COOPERATIVE AGREEMENT NO. C-4-1882
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITIES OF COSTA MESA, NEWPORT BEACH, AND SANTA ANA
1 7
BRISTOL STREET REGIONAL TRAFFIC SIGNAL SYCHRONIZATION PROJECT
THIS AMENDMENT NO. 2 is made and entered into this ISS- day of .,Wnel , 2019
("Effective Date"), by and between the Orange County Transportation Authority, ("AUTHORITY'),
and the Cities of Costa Mesa, Newport Beach, and Santa Ana (hereinafter referred to as the
"PARTICIPATING AGENCIES").
WITNESSETH:
WHEREAS, by Agreement No. C-4-1882 dated May 27, 2015, as last changed by
Amendment No. 1 dated October 10, 2016 AUTHORITY and PARTICIPATING AGENCIES entered
into a cooperative agreement for the coordination of traffic signals across multiple jurisdictional
boundaries as a part of the Renewed Measure M (M2) Regional Traffic Signal Synchronization
Program (Project P) to enhance countywide traffic flow and reduce congestion; and
WHEREAS, AUTHORITY and PARTICIPATING AGENCIES agree to extend the term of the
agreement for an additional twelve (12) months to May 31, 2020;
NOW, THEREFORE, it is mutually understood and agreed that Agreement No. C-4-1882 is
hereby amended in the following particulars only:
1. Amend ARTICLE 9. ADDITIONAL PROVISIONS, page 9 of 14, Paragraph A, line 7
and 8, to delete "May 31, 2019", as the expiration date of the Agreement and in lieu thereof, insert
"May 31, 2020".
Page 1 of 4
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AMENDMENT NO. 2 TO
COOPERATIVE AGREEMENT NO. C-4-1882
TRAFFIC SIGNAL SYNCHRONIZATION PROGRAM
The balance of Agreement No. C-4-1882 remains unchanged.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
Agreement No. C-4-1882 to be executed on the date of the last signature below.
CITY OF COSTA MESA
ORANGE COUNTY TRANSPORTATION AUTHORITY
y:
Tamara Letourneau Meena Katakia
Acting City Manager Manager, Capital Projects
Date: '6'-p -1 Date: 112- k�o
ATTEST:
By
Brenda--drn
Brenda G
City Clerk
Date: �- e - 1 a7
APPROVE aAS 0 ORM:
By:
Kimberly Hall Wlow
City Attorney
Date: 6 -IB -19
APPROVED AS TO FORM:
By -
J es M. D6nich
�en e Sra M16C o uI
'pse
Date: f
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AMENDMENT NO. 2 TO
COOPERATIVE AGREEMENT NO. C-4-1882
TRAFFIC SIGNAL SYNCHRONIZATION PROGRAM
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
Agreement No. C-4-1882 to be executed on the date of the last signature below.
CITY OF NEWPORT BEACH
By:
4K. Leung
9Manager
Date: I I /Z 5-1/1
ATTEST:
P. ��Qoe;
Date: ao z
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AMENDMENT NO. 2 TO
COOPERATIVE AGREEMENT NO. C-4-1882
TRAFFIC SIGNAL SYNCHRONIZATION PROGRAM
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
Agreement No. C-4-1882 to be executed on the date of the last signature below.
CITY OF SANTA ANA
141
KRISTINE RIDGE
City .Manager
Date:
ATTEST:
City Clerk
Date:
APPROVED AS TO FORM:
By: 14 & q,a,,A—
,Vnia Carvalho fv—
City Attorney
Date:
RECOMM
, q" !) FOR APPROVAL:
Public
PE, PLS
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CA m tc-,
1 AMENDMENT NO. 1 TO
2 COOPERATIVE AGREEMENT NO. C-4-1882
3 BETWEEN
4 ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
G THE CITIES OF COSTA MESA, NEWPORT BEACH, AND SANTA ANA
7 FOR
s BRISTOL STREET REGIONAL TRAFFIC SIGNAL SYNCHRONIZATION PROJECT
9 THIS AMENDMENT NO. 1 is made and entered into this /04,Aday of
10 2016, by and between the Orange County Transportation Authority, ("AUTHORITY"), and the Cities
11 of Costa Mesa, Newport Beach, and Santa Ana (hereinafter referred to as the "PARTICIPATING
12 AGENCIES").
13 WITNESSETH:
14 WHEREAS, by Agreement No. C-4-1882 dated May 27, 2015, AUTHORITY and
15 PARTICIPATING AGENCIES entered into a cooperative agreement for the coordination of traffic
16 signals across multiple jurisdictional boundaries as a part of the Renewed Measure M (M2) Regional
17 Traffic Signal Synchronization Program (Project P) to enhance countywide traffic flow and reduce
18 congestion; and
19 WHEREAS, AUTHORITY and PARTICIPATING AGENCIES agree to revise
20 "Attachment A — Detailed Local Match Commitment" to reflect changes in match distribution;
21 NOW, THEREFORE, it is mutually understood and agreed that Agreement No. C-4-1882 is
22 hereby amended in the following particulars only:
23 1. Delete "Attachment A — Detailed Local Match Commitment" in its entirety and, in lieu
24 thereof, insert, "Attachment A — Detailed Local Match Commitment, Amendment No. 1", which is
25 attached to this Amendment, and by this reference incorporated herein.
26 /
Page 1 of 4
L:\Camm\CLERICAL\WORDPROC\AGREE\AMEND\AM141882.docx
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AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-4-1882
BRISTOL STREET - RTSSP
The balance of Agreement No. C-4-1882 remains unchanged.
This Amendment shall be made effective upon execution by both parties.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
Agreement No. C-4-1882 to be executed on the date first above written.
CITY OF COSTA MESA
I�
By: —f -' \ f
Jrrles G. Ross
f Ir(terim Public Services Director
I
I\A 4EST:
ORANGE COUNTY TRANSPORTATION AUTHORITY
By: LN .
Meena Katakia
Manager, Capital Projects
APPROVED
By: brok .,2,Q/it-' By:
Brenda Green
City Clerk
APPROVEDORM'
By: 1
Tom uarte
City Attorney
B
Date: i
M. Dtnicl-
I Counsel
Page 2 of 4
L1Camm\C LERICALVdORDPROC W.GREEIAMEN DW M 141882.docx
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AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-4-1882
BRISTOL STREET - RTSSP
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Agreement
No. C-4-1882 to be executed on the date first above written.
CITY OF NEWPORT BEACH
By:
Dame' Kiff
City Manager
ATTEST: U
� U
By:
Leilani I. Brown o9�
City Clerk FOR
APPROVED ASnT,�O (FO�RM:
By: 3 ' n " p " —
Aaron C. Harpw
City Attorney "
Date: -7b tti I L{
Page 3 of 4
C:\Users\mle1 \Desktop\AM 141882.docx
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M4 26
AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-4-1882
BRISTOL STREET - RTSSP
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
Agreement No. C4-1882 to be executed on the date first above written.
CITY OC CANTA 4NA
By' � � By: ( —
David Cavazos FreAVAOUSAvip6ur
City Manager Exe tive Director
Public orks Agency
ATTEST:
By:
Marla D. Huizar
City Clerk
APPROVED AS TO FORM:
B:
Z_ r
o is Carvalho
-ity Attorney
' 12e Biu 1 � 2 (,7
Page 4 of 4
L:\Camm\CLERICAL\WORDPROC\AGREE\AMEND\AM141882.docx
AMENDMENT NO.1 TO
COOPERATIVE AGREEMENT NO. C-4-1882
BRISTOL STREET — TSSP
ATTACHMENT A
DETAILED LOCAL MATCH COMMITMENT
SECTION 1: AGENCY TOTAL MATCH SUMMARY
AGENCY
CASH
IN-KIND
TOTAL MATCH
City of Costa Mesa
$125,396.00
$19,984.00
$145,380.00
City of Newport Beach
$70,940.00
$ 0
$70,940.00
City of Santa Ana
$223,450.00
$31,385.00
$254,835.00
TOTAL
$419,786.00
1 $51,369.00
1 $471,155.00
SECTION 2: MATCH BREAKDOWN (CASH VS IN-KIND SERVICES)
A. Cash Match
Agency
Funding Source
Amount of Cash Contribution
City of Costa Mesa
AOMD
$125,396.00
City of Newport Beach
General Fund
$70,940.00
City of Santa Ana
Measure M2 Tumback
(fair share)
$223,450.00
TOTAL
$419,786.00
B. In -Kind Services
I Specific Improvements (Ust items and Cost):
Agency
Improvement
Date of
Construction
Expenditure
WA
$
TOTAL
Page A —1
AMENDMENT NO.1 TO
COOPERATIVE AGREEMENT NO. C-44882
BRISTOL STREET — TSSP
ATTACHMENT A
ii. Staffing Commitment:
Agency
Staff Position
Type of Service to
No. of
Fully Burdened
Total*
Project
Hours
Hour Rate
City of Costa
Mesa
Transportation
Services Manager
Oversight
16
$200.00
$3,200.00
City of Costa
Mesa
Associate Engineer
9
Project Manager
1 9
40
$150.00
$61000.00
City of Costa
Mesa
Assistant Engineer
Signal Timing
40
$140.00
$5,600.00
City of Costa
Mesa
Engineering Tech
Technical Field Support
43.2
$120.00
$5,184.00
Total for City of Costa Mesa:
$19,984.00
Agency
Staff Position
Type of Service to
No. of
Fully Burdened
Total`
Project
Hours
Hourly Rate
City of Santa
Ana
Sr. Civil Engineer
Project Admin / Review
16
$233.00
$3,728.00
City of Santa
Ana
Assistant Engineer II
Project Design / Implement /
Construction Engineer
40
$213.00
$8,520.00
City of Santa
Assistant Traffic
Project Design / Implement/
Ana
Operation Engineer
Construction Engineer
40
$213.00
$8,520.00
City of Santa
Ana
Construction Inspector
p
Construction Engineer
9
48
$187.00
$8,976.00
City of Santa
Ana
Engineering Interns
Project Design / Implement /
Construction Engineer
40.03
$41.00
$1,641.00
Total for City of Santa Ana:
$31,385.00
TOTAL IN-KIND MATCH':
$51,369.00
/oral amount is me required parmpation by the Identified agency. The number of hours and hourly rate will be based on
each agency's actual fully burdened billing rates, which must collectively equal the same value of the assigned'Tolal" dollars.
Each agency will be responsible forkeeping detailed records of hours worked and description of work. An accounting record
of personnel, hours at fully burdened rate is expected to be Included with the final submittal. Records will be subject to
auditing.
Page A — 2
N
1 COOPERATIVE AGREEMENT NO. C-4-1882
2 BETWEEN
3 ORANGE COUNTY TRANSPORTATION AUTHORITY
4 AND
5 11 CITIES OF COSTA MESA, NEWPORT BEACH, AND SANTA ANA
FOR
A-2015
7 BRISTOL STREET REGIONAL TRAFFIC SIGNAL SYNCHRONIZATION PROJECT
8 THIS COOPERATIVE AGREEMENT (Agreement), is effective this day of
9 201 _�k, by and between the Orange County Transportation Authority, 550 South
10 Main Street, .O. Box 14184, Orange, California 92863-1584, a public corporation of the State of
11 California (herein after referred to as "AUTHORITY") and the cities of Costa Mesa, Newport Beach, and
12 Santa Ana (hereinafter referred to as "PARTICIPATING AGENCIES') each individually known as
13 11 "Party" and collectively known as the "Parties".
14 RECITALS:
15 WHEREAS, the AUTHORITY in cooperation with the PARTICIPATING AGENCIES is working
16 together in coordinating traffic signals across multiple jurisdictional boundaries as a part of the Renewed
17 Measure M (M2) Regional Traffic Signal Synchronization Program Project P (Project P) to enhance
18 countywide traffic flow and reduce congestion; and
19 WHEREAS, the AUTHORITY has completed the competitive 2014 Call for Projects (hereinafter,
20 °2014 CALL") in support of Project P and awarded Project P funds based on the application
21 (hereinafter, "APPLICATION") prepared by the City of Costa Mesa (hereinafter referred to as the
22 "APPLICANT AGENCY') for implementation of signal synchronization of traffic signals along Bristol
23 Street (hereinafter, "PROJECT'); and
24 WHEREAS, the PARTICIPATING AGENCIES in their approved APPLICATION have elected
25 to designate the AUTHORITY and the AUTHORITY agrees to act as the implementing agency to carry
26 out the PROJECT; and
Page 1 of 14
COOPERA'i _ _ L AGREEMENT NO. C-4-1882
BRISTOL STREET — TSSP
1 WHEREAS, the PROJECT will include approximately forty-five (45) traffic signalized
2 intersections as identified in the APPLICATION; and
3 WHEREAS, the PROJECT will include elements identified in the APPLICATION including
4 certain hardware and software upgrades to intersection traffic controller units, traffic telematics and
5 intertie systems, Advanced Transportation Management Systems (ATMS), and other associated
6 systems (hereinafter collectively referred to as "TRAFFIC CONTROL ELEMENTS"), which will be
7 constructed and/or installed and implemented as part of the PROJECT as identified in the
8 APPLICATION; and
9 WHEREAS, the AUTHORITY agrees to work with PARTICIPATING AGENCIES to
10 coordinate the inclusion of other traffic control elements (OTHER ELEMENTS) that should be
11 installed at the same time as the construction of the PROJECT and are not a part of this Agreement;
12 and
13 WHEREAS, all costs associated with the inclusion of these OTHER ELEMENTS are the sole
14 responsibility of the AGENCY owning each and any of those OTHER ELEMENTS during the course
15 of the project; and
16 WHEREAS, based on the APPLICATION, the AUTHORITY agrees to implement the
17 PROJECT; and
18 WHEREAS, the PARTICIPATING AGENCIES per the M2 Ordinance, agree to provide
19 PROJECT funding in a combined cash match and in-kind services match of Four Hundred Seventy -
20 One Thousand One Hundred Fifty -Five Dollars ($471,155.00), or equivalent to twenty percent (20%) of
21 the PROJECT cost, as shown in Attachment A; and
22 WHEREAS, the AUTHORITY and the PARTICIPATING AGENCIES desire to enter into this
23 Agreement to implement the PROJECT in support of Project P; and
24 WHEREAS, this Agreement defines the specific terms, conditions and funding responsibilities
25 between the AUTHORITY and the PARTICIPATING AGENCIES for the implementation of the
26 PROJECT.
Page 2 of 14
COOPERAI : AGREEMENT NO. C-4-1882
BRISTOL STREET — TSSP
1 WHEREAS, the AUTHORITY's Board of Directors approved funding for the PROJECT and
2 authorized the Chief Executive Officer to negotiate and execute this cooperative agreement on April 8,
3 2013.
4 WHEREAS, the CITY of Costa Mesa's City Council approved this Agreement
r
5 on the day of 20�.
6 WHEREAS, the CITY of Ne/ ort Beach's City Council approved this Agreement
7 on the day of i( , G.P�n �� 20
8 WHEREAS, the CITY of Santa Ana's City Council approved this Agreement
L _
9 on the day of A,,k cz-k 20 S
10 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and the
11 PARTICIPATING AGENCIES as follows:
12 ARTICLE 1. COMPLETE AGREEMENT
13 A. This Agreement, including any attachments incorporated herein and made applicable by
14 reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this
15 Agreement between AUTHORITY and PARTICIPATING AGENCIES and it supersedes all prior
16 representations, understandings, and communications between the parties. The invalidity in whole or in
17 part of any term or condition of this Agreement shall not affect the validity of other term(s) or
18 conditions(s) of this Agreement. The above referenced Recitals are true and correct and are
19 incorporated by reference herein.
20 B. AUTHORITY& failure to insist on any instance(s) of PARTICIPATING AGENCIES'
21 performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or
22 relinquishment of AUTHORITY's right to such performance or to future performance of such term(s) or
23 condition(s), and PARTICIPATING AGENCIES' obligation in respect thereto shall continue in full force
24 and effect. Changes to any portion of this Agreement shall not be binding upon AUTHORITY except
25 when specifically confirmed in writing by an authorized representative of AUTHORITY by way of a
26 written amendment to this Agreement and issued in accordance with the provisions of this Agreement.
Page 3 of 14
COOPERAI .. E AGREEMENT NO. C-4-1882
BRISTOL STREET — TSSP
1 C. PARTICIPATING AGENCIES' failure to insist on any instance(s) of AUTHORITY's
2 performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or
3 relinquishment of PARTICIPATING AGENCIES' right to such performance or to future performance of
4 such term(s) or condition(s), and AUTHORITY's obligation in respect thereto shall continue in full force
5 and effect. Changes to any portion of this Agreement shall not be binding upon PARTICIPATING
6 AGENCIES except when specifically confirmed in writing by an authorized representative of
7 PARTICIPATING AGENCIES by way of a written amendment to this Agreement and issued in
8 accordance with the provisions of this Agreement.
9 ARTICLE 2. SCOPE OF AGREEMENT
10 This Agreement specifies the roles and responsibilities of the Parties as they pertain to the
11 subjects and projects addressed herein. Both AUTHORITY and PARTICIPATING AGENCIES agree
12 that each will cooperate and coordinate with the other in all activities covered by this Agreement and
13 any other supplemental agreements that may be required to facilitate purposes thereof.
14 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
15 AUTHORITY agrees to the following responsibilities for funding of the PROJECT:
16 A. AUTHORITY shall implement the PROJECT based on the intent of the usage in the
17 APPLICATION prepared by the APPLICANT AGENCY in accordance with the policies and procedures
18 contained in the CTFP Guidelines.
19 B. AUTHORITY shall provide oversight in order to maintain inter jurisdictional traffic signal
20 operational integrity between PROJECT and other similar existing and new M2 Project P funded
21 projects not older than 3 years.
22 C. AUTHORITY will act as the LEAD AGENCY and provide and file all documentation
23 necessary to comply with California Environmental Quality Act (CEQA) regulations for PROJECT.
24 D. AUTHORITY shall perform web -based public outreach activities for the project to
25 communicate major project milestones and results.
26
Page 4 of 14
COOPERAI i„c AGREEMENT NO. C-4-1882
BRISTOL STREET — TSSP
1 E. AUTHORITY shall provide formats, templates, and guidance in reporting requirements
2 as described in Comprehensive Transportation Funding Program (CTFP).
3 F. AUTHORITY, or agents of AUTHORITY, under this Agreement and upon close-out of
4 PROJECT, may perform a technical and/or field review to ensure that the CTFP Guidelines, policies,
5 and procedures were followed. Such a review may be performed one hundred and eighty (180) days
6 after the PROJECT three (3) year grant period is complete. If the technical and or field review
7 determines that any of the activities performed are ineligible for CTFP funding, PARTICIPATING
8 AGENCIES must reimburse and return the amount of funding used to perform the ineligible activity to
9 AUTHORITY.
10 G. AUTHORITY shall invoice the PARTICIPATING AGENCIES as identified in the
11 PROJECT 2014 CALL APPLICATION and Attachment A for the dollar cash match at the start of the
12 PROJECT or at a mutually agreed upon time to facilitate any respective AGENCY funding
13 timeframes.
14 H. AUTHORITY shall request updates on the PROJECT as part of semi-annual review
15 process, including documentation of in-kind match conforming to Attachment A and will include the
16 PROJECT in the list of active projects in OCfundTrAcker until completion of the three (3) year grant
17 period. Documents to be provided include, but are not limited to, payroll records, contracts, and
18 purchase orders.
19 ARTICLE 4. RESPONSIBILITIES OF THE AUTHORITY AS PROJECT LEAD AGENCY
20 The AUTHORITY as the LEAD AGENCY agrees to the following responsibilities for the
21 implementation of the PROJECT:
22 A. AUTHORITY shall act as the LEAD AGENCY for the work necessary to manage,
23 procure, and complete the PROJECT as identified in. Attachment A.
24 B. To coordinate outreach with the PARTICIPATING AGENCIES for the PROJECT.
25 C. To collect all data necessary to provide new optimized timing plans including but not
26 limited to manual intersection all movement counts and automated machine traffic and vehicle
Page 5 of 14
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COOPERAI . E AGREEMENT NO. C-4-1882
BRISTOL STREET — TSSP
classification counts.
D. To develop and implement new timing plans optimized for signal synchronization.
E. To provide updated timing plans for all control systems and all relevant data used to
develop said plans to the PARTICIPATING AGENCIES.
F. To prepare a "Before and After Study" for the PROJECT as described in the Measure
M2 Eligibility Guidelines adopted by the AUTHORITY. The "Before and After Study" for the project is
considered the equivalent of the required Project Final Report (Measure M2 Ordinance No. 3, Section
B.111.9) for the PROJECT. The AUTHORITY shall provide the "Before and After Study" to the
PARTICIPATING AGENCIES in draft and final formats for review and comment. AGENCY comments
shall be noted in the final study. If specified in original PROJECT APPLICATION, the AUTHORITY
shall provide a "Before and After Study" video of a representative portion of PROJECT.
ARTICLE 5. RESPONSIBILITIES OF THE PARTICIPATING AGENCIES:
The PARTICIPATING AGENCIES agree to the following responsibilities for implementation
and funding of the PROJECT:
A. Provide a technical representative to meet and participate as a member of the
PROJECT's Traffic Forum.
B. To authorize the AUTHORITY 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
CTFP Guidelines adopted by the
AUTHORITY.
D. To provide the AUTHORITY all current intersection, local field master, and/or ATMS
timing plans and related data upon request.
E. To provide the local cash match and/or documentation for the in-kind services match
for the PROJECT in accordance with Attachment A. Failure to provide included local cash match
and/or evidence of in-kind services match may result in the loss of future participation for competitive
Page 6 of 14
COOPERAI .. E AGREEMENT NO. C-4-1882
BRISTOL STREET — TSSP
1 funding opportunities
2 F. PARTICIPATING AGENCIES that have included a dollar match as identified in
3 Attachment A shall provide payment for the dollar match to the AUTHORITY within thirty (30)
4 calendar days of receipt of an invoice.
5 G. PARTICIPATING AGENCIES that have included an in-kind services match as identified
6 in Attachment A shall provide documentation of conformance as part of the semi-annual review
7 process.
8 H. To waive all fees associated with any local agency permits that may be required of the
9 OCTA Consultant, sub — consultants, and/or service or equipment providers in the performance of this
10 project.
11 I. PARTICIPATING AGENCIES shall provide updates to the AUTHORITY on the
12 PROJECT as part of semi-annual review process until completion of the three (3) year PROJECT grant
13 period. Documents to be provided include, but are not limited to, payroll records, contracts, and
14 purchase orders.
15 J. PARTICIPATING AGENCIES shall, if specified in the APPLICATION, continue Ongoing
16 Monitoring and Maintenance after the three (3) year grant period is complete and continue until the end
17 of the PROJECT per additional Maintenance of Effort in the APPLICATION.
18 ARTICLE 6. DELEGATED AUTHORITY
19 The actions required to be taken by PARTICIPATING AGENCIES in the implementation of this
20 Agreement are delegated to their respective City Manager, or designee, and the actions required to be
21 taken by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief
22 Executive Officer or designee.
23 ARTICLE 7. AUDIT AND INSPECTION
24 PARTICIPATING AGENCIES shall maintain a complete set of records in accordance with
25 generally accepted accounting principles. Upon reasonable notice, PARTICIPATING AGENCIES shall
26 permit the authorized representatives of the AUTHORITY to inspect and audit all work, materials,
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COOPERATE „t AGREEMENT NO. C-4-1882
BRISTOL STREET — TSSP
1 payroll, books, accounts, and other data and records of PARTICIPATING AGENCIES for a period of
2 four (4) years after final payment, or until any on-going audit is completed. For purposes of audit, the
3 date of completion of this Agreement shall be the date of AUTHORITY's payment of OCTA Consultant's
4 final billing (so noted on the invoice) under this Agreement. AUTHORITY shall have the right to
5 reproduce any such books, records, and accounts. The above provision with respect to audits shall
6 extend to and/or be included in contracts with PARTICIPATING AGENCIES' contractor.
7 ARTICLE 8. INDEMNIFICATION
8 A. To the fullest extent permitted by law, PARTICIPATING AGENCIES shall defend (at
9 PARTICIPATING AGENCIES' sole cost and expense with legal counsel reasonably acceptable to
10 AUTHORITY), indemnify, protect, and hold harmless AUTHORITY, its officers, directors, employees,
11 and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits,
12 claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands,
13 orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including
14 but not limited to Claims arising from injuries to or death of persons (PARTICIPATING AGENCIES'
15 employees included), for damage to property, including property owned by AUTHORITY, or from any
16 violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent acts,
17 omissions or willful misconduct of PARTICIPATING AGENCIES, its officers, directors, employees or
18 agents in connection with or arising out of the performance of this Agreement.
19 B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole
20 cost and expense with legal counsel reasonably acceptable to PARTICIPATING AGENCIES),
21 indemnify, protect, and hold harmless PARTICIPATING AGENCIES, its officers, directors, employees,
22 and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits,
23 claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands,
24 orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including
25 but not limited to Claims arising from injuries to or death of persons (AUTHORITY's employees
26 included), for damage to property, including property owned by PARTICIPATING AGENCIES, or from
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COOPERATi„c AGREEMENT NO. C-4-1882
BRISTOL STREET — TSSP
1 any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent acts,
2 omissions or willful misconduct of AUTHORITY, its officers, directors, employees or agents in
3 connection with or arising out of the performance of this Agreement.
4 C. The indemnification and defense obligations of this Agreement shall survive its
5 expiration or termination.
6 ARTICLE 9. ADDITIONAL PROVISIONS
7 A. Term of Agreement: This Agreement shall be effective on a720J, and shall be
8 in full force and effect for forty-eight 48 months through .3/ 20/1
9 B. Termination: In the event either Party defaults in the performance of their obligations
10 under this Agreement or breaches any of the provisions of this Agreement, the non-defaulting Party
11 shall have the option to terminate this Agreement upon thirty (30) days' prior written notice to the other
12 Party.
13 C. Termination for Convenience: Either Party may terminate this Agreement for its
14 convenience by providing thirty (30) days' prior written notice of its intent to terminate for convenience to
15 the other Party.
16 D. AUTHORITY and PARTICIPATING AGENCIES shall comply with all applicable federal,
17 state, and local laws, statues, ordinances and regulations of any governmental authority having
18 jurisdiction over the PROJECT.
19 E. Legal Authority: AUTHORITY and PARTICIPATING AGENCIES hereto consent that
20 they are authorized to execute this Agreement on behalf of said Parties and that, by so executing this
21 Agreement, the Parties hereto are formally bound to the provisions of this Agreement.
22 F. Severability: If any term, provision, covenant or condition of this Agreement is held to be
23 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the
24 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or
25 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
26 G. Counterparts of Agreement: This Agreement may be executed and delivered in any
Page 9 of 14
COOPERA'i . ✓E AGREEMENT NO. C-4-1882
BRISTOL STREET — TSSP
1 number of counterparts, each of which, when executed and delivered shall be deemed an original and
2 all of which together shall constitute the same agreement. Facsimile signatures will be permitted.
3 H. Force Majeure: Either Party shall be excused from performing its obligations under this
4 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable
5 cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God;
6 commandeering of material, products, plants or facilities by the federal, state or local government;
7 national fuel shortage; or a material act or omission by the other Party; when satisfactory evidence of
8 such cause is presented to the other Party, and provided further that such nonperformance is
9 unforeseeable, beyond the control and is not due to the fault or negligence of the Party not performing.
10 1. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or
11 authority hereunder may be assigned in whole or in part by either Party without the prior written consent
12 11 of the other Party in its sole and absolute discretion. Any such attempt of assignment
13 shall be deemed void and of no force and effect. Consent to one
14 assignment shall not be deemed consent to any subsequent assignment, nor the waiver of any
15 right to consent to such subsequent assignment.
16 J. Governing Law: The laws of the State of California and applicable local and federal laws,
17 regulations and guidelines shall govern this Agreement.
18 K. Litigation fees: Should litigation arise out of this Agreement for the performance thereof,
19 the court shall award costs and expenses, including attorney's fees, to the prevailing party.
20 L. Notices: Any notices, requests, or demands made between the Parties pursuant to this
21 Agreement are to be directed as follows:
22
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COOPERAI.,E AGREEMENT NO. C-4-1882
BRISTOL STREET — TSSP
To COSTA MESA:
To AUTHORITY:
City of Costa Mesa
Orange County Transportation Authority
77 Fair Drive
550 South Main Street
P.O. Box 1200
P. O. Box 14184
Costa Mesa, CA 92U6p
Orange, CA 92863-1584
Attention: Raja Sethuraman
Attention: Venita Anderson
Transportation Services Manager
Senior Contract Administrator
(714) 754-5032
Tel: (714) 560-5427
Email: raia.sethuraman c costamesaca.gov
E-mail: vanderson(a)octa.net
To NEWPORT BEACH:
To SANTA ANA:
City of Newport Beach
City of Santa Ana
100 Civic Center Drive
Public Works Agency
P.O. Box 1768
20 Civic Center Plaza, M-43
Newport Beach, CA 92658-8915
Santa Ana, CA 92701
Attention: Brad Sommers
Attention: Vinh Nguyen
Senior Civil Engineer
Senior Civil Engineer
(949) 644-3326
(714) 647-5612
Email: bsommers(cDnewportbeachca.gov
Email: nvnquyen(a santa-ana.orq
Page 11 of 14
COOPERAI .. E AGREEMENT NO. C-4-1882
BRISTOL STREET — TSSP
This Agreement shall be made effective upon execution by all Parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-4-1882 to be
executed on t ate first above.
CITY O RANGE COU TY T ANSP NATION AUTHORITY
IgoBy: By: --
Stephen M. Mensinger
Mayor
ATTEST: a .�..
Brenda Green
City Clerk
APPROV6 fti
M:
By:
�-To u rt
City Attorney
Dated:
Darrell Jo ns
Chief Exe ive Officer
APPROVED AS TO FORM:
By:
Kennard R. Smart, Jr.
General Counsel
APPROVAL REC
By:
Kia Mortazavi
Executive Dire or, Planning
Dated: 5 /Z
Page 12 of 14
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COOPERA" = AGREEMENT NO. C-4-1882
BRISTOL STREET — TSSP
This Agreement shall be made effective upon execution by all Parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-4-1882 to be
executed on the date first written above.
CITY OF NEWPORT BEACH
By: �ro'a L
Edward D. Selich
Mayor
ATTEST:
By:
Leilani I. Brown
City Clerk
APPROVED AS TO FORM:
By:c3y 1 VVV 1�--
Aaron C. Harp C4M 1,0101)W
City Attorney
Dated: ,114 ►
F
C
L�' Po Rvl-�
Page 13 of 14
COOPERATIVE AGREEMENT NO. C-4-1882
BRISTOL STREET — TSSP
1 This Agreement shall be made effective upon execution by all Parties.
2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-4-1882 to be
3 executed on the date first written above.
4 CITY OF SANTA ANA
By:..:. /
5
David j2ravazos
6 City Manager
7 ATTEST:
8 By: AS Xi•
Maria D. Huizar
9 City Clerk
10
APP eVtt FORM:
11
By: ..
12 Sis C alho
C Attor y
13
Dated
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Page 14 of 14
COOPERAI . . E AGREEMENT NO. C-4-1882
BRISTOL STREET — TSSP
ATTACHMENT A
DETAILED LOCAL MATCH COMMITMENT
SECTION 1: AGENCY TOTAL MATCH SUMMARY
AGENCY
CASH
IN-KIND
TOTAL MATCH
City of Costa Mesa
$125,396.00
$19,984.00
$145,380.00
City of Newport Beach
$56,963.00
$13,977.00
$70,940
City of Santa Ana
$223,450.00
$31,385.00
$254,835.00
TOTAL
$405,809.00
$65,346.00'
$471,155.00:
SECTION 2: MATCH BREAKDOWN (CASH VS IN-KIND SERVICES)
A. Cash Match
.Agency Funding Source Amount.of Cash Contribution
City of Costa Mesa $125,396.00
City of Newport Beach $56,963.00
City of Santa Ana $223,450.00
TOTAL $405,809.00
B. In -Kind Services
I. Specific Improvements (List items and Cost):
Date of
Agency lnlpr6vernent, Construction Expenditure
N/A $
TOTAL
Page A —1
COOPERAI .. E AGREEMENT NO. C-4-1882
BRISTOL STREET — TSSP
ATTACHMENT A
ii. Staffing Commitment:
Agency
Staff Position
Type of Service to
No. of
Fully Burdened
Total*
Project
Hours
Hourly Rate
City of Costa
Mesa
Transportation
Services Manager
Oversight
16
$200.00
$3,200.00
City of Costa
Mesa
Associate Engineer
Project Manager
40
$150.00
$6,000.00
City of Costa
Mesa
Assistant Engineer
Signal Timing
40
$140.00
$5,600.00
City of Costa
Mesa
Engineering Tech
Technical Field Support
43.2
$120.00
$5,184.00
Total for City of Costa Mesa:
$19,984.00
Agency
Staff Position
Type of Service to
No. of
Fully Burdened
Total*
Project
Hours
Hourly Rate
City of Newport
Beach
Senior Civil
Engineer
Oversight
15
$170.00
$2,550.00
City of Newport
Beach
Associate Civil
Engineer
Project Manager
48
$130.00
$6,240.00
City of Newport
Signal Timing,
Beach
Junior Engineer
Implementation,
19.9
$130.00
$2,587.00
Monitoring
City of Newport
Beach
Senior Inspector
Construction Inspection
20
$130.00
$2,600.00
Total for City of Newport Beach:
$13,977.00
Agency
Staff Position
Type of Service to
No. of
Fully Burdened
Total*
Project
Hours
Hourly Rate
City of Santa
Ana
Sr. Civil Engineer
Project Admin / Review
16
$233.00
$3,728.00
City of Santa
Ana
Assistant Engineer II
Project Design / Implement /
Construction Engineer
40
$213.00
$8,520.00
City of Santa
Assistant Traffic
Project Design / Implement /
Ana
Operation Engineer
Construction Engineer
40
$213.00
$8,520.00
City of Santa
Ana
Construction Inspector
Construction Engineer
48
$187.00
$8,976.00
City of Santa
Ana
EngineeringProject
Interns
Design / Implement /
Construction Engineer
40.03
$41.00
$1,641.00
Total for City of Santa Ana:
$31,385.00
TOTAL IN-KIND MATCH*:
$65,346.00
i otai amount is the required participation by the identified agency. The number of hours and hourly rate will be based on
each agency's actual fully burdened billing rates, which must collectively equal the same value of the assigned "Total" dollars.
Each agency will be responsible for keeping detailed records of hours worked and description of work. An accounting record
of personnel, hours at fully burdened rate is expected to be included with the final submittal. Records will be subject to
auditing.
Page A — 2
OCTA
BOARD OF DIRECTORS
Jeffrey Lalloway
Chairman
Lori Donchak
Vice Chair
Lisa A. Bartlett
Director
Andrew Do
Director
Michael Hennessey
Director
Steve Jones
Director
Jim Katapodis
Director
Gary A. Miller
Director
Al Murray
Director
Shawn Nelson
Director
Miguel Pulido
Director
Tim Shaw l
Director
Todd Spitzer
Director
Michelle Steel
Director
Tom Tait
Director
Frank Ury
Director
Gregory T. Winterbottom
Director
Ryan Chamberlain
Ex -Officio Member
CHIEF EXECUTIVE OFFICE
Darrell Johnson
Chief Executive Officer
CNB Public�� 11rks
UN0
„Received
Juni: a, 2015
Brad Sommers
Senior Civil Engineer
City of Newport Beach
100 Civic Center Drive
P.O. Box 1768
Newport Beach, CA 92658-8915
SUBJECT: OCTA'S COOPERATIVE AGREEMENT NO. C-4-1882
Dear Mr. Summers:
Enclosed please find one original of the above referenced subject for your
records.
Should you have any contractual related questions, please feel free to contact
Venita Anderson at (714) 560-5427 or by e-mail at Manderson@octa.net.
Sin
fillarld-E't ing
Senior Office Sped tib,,t-
Contract Administration and Materials Management
Enclosure(s)
Orange County Transportation Authority
550 South Main Street / P.O. Box 14184 / Orange / California 92863-1584 / (714) 560 -OCTA (6282)