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HomeMy WebLinkAboutC-6062 - Cooperative Agreement No. C-4-1882 for Bristol Street Regional Traffic Signal Synchronization Project1 2 3 4 s G 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Distributed: Accounting CAMM FPA PM VenCA do 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 10 11 12 13 14 15 16 17 LO 18 4, 19 20 21 22 23 24 25 26 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 Page 2 of 4 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 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 Page 3 of 4 2 3 4 7 8 9 10 11 12 13 14 15 16 17 18 21 22 23 24 25 26 1 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 Page 4 of 4 N I O I I O I O I O i I O i O I • I O I I a) I U i I � •rl 1 I �4 , P4 I I I , 1� I U i Q) i N , O , Q) rn , 1J 11 r-1 I M - ' I \ 5 I I c -i r-1 I 1 o Q I , I M 1� , I � ' W I I (� O 1 I O -' I O N I I O , (DCD 10 b, a H I Q) a) ' -rl I a o H 1 C, 04 i ao o Q o w I N O 4J �4 \ (d0 ro o I NI o (1I I i o 4J Vo ro 1 �i �4 I Q(1) CN 1 0)a0 I I r -I I I In CDrd , o a a M rn �N In 41 Q�\ a) I I~ N W a W o 10 r- W I UoZ P4 1 4 O 1J E-1 i �4 Id rd cn -i U Q a E U 1 p ' d O 4O �7r,� W9 i <d H S4 U) U) E-1 W PW z �4 U �$>+NON z m HO I o -A aNti+z'i OU Ho MU N� p I r4 R; W N O x -,1 U a) O O Q r -I H 4J r) W x a Cn M a H Q N s~ H Exi 04 E/)) � 3 Ii a ° EH -a x rn �r za a HA � ir)o N H �4 U O U U o cn x HPi O to Ei HWU a) O 0o H UIH Ohm Q WOQ Q za >~xz< z • x (d Q) o a o oEia oo 0Eiz44 U o ?l Ci+ >~ rl ri z H M O rrH�� N O O N O• rl 4 N O CD 'ZSR � a) -H a) �a WH GAN aHHQ s~ Qa Wo a) x U •r1 J-1 ri i I H CH PY H Z I a) 'u� r <n 44 41 Ri x O IQ a .-i H z H i S4 1-1 O m W N RI a) H W W W X M W a 1 a) 41 to O QQ 1 0 �4 •• I~U MR: W aE4X 1 44 -ri f4 9W Qv) 0� a)>QH� �H� E -i HWW 1 R; r ro a) H t7t rti � ro H H z H tx I rd a) I� 4S r. a) a) I~4-) a) 0 £ Ei H < M W 1 4.1 ;j }i M 7l (1) -rl ,+ �4 ::5 i~ N -H Ua r. 01 a) H j to 1 a) CX4 a) � U) H H \ M O I a) ZS ot— a) to rdY` O rd r-) Mm QW HQO1 ?4 zLn Da) .oN1+.1 4�W 0;T UR; H 1 R �O 41 , n —i tr SA rd U (d a) �4 �4 O U N H W x I rl H Id 4J CN �$Z�Z i Z3�aQP4 PQ HH H 4-) Distributed: Accounting CAMM FPA . Pm;e-7b10VendoP " 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 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 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 1 2 3 4 5 6 7 8 9 10 11 1z 13 14 15 16 17 IS 19 20 21 22 23 24 25 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. 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 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 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 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 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, Page 7 of 14 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 Page 8 of 14 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 23 24 25 26 Page 10 of 14 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 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 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 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 14 15 16 17 18 19 20 21 22 23 24 25 26 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)