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SR - AGR-6666 - MAIN STREET REGIONAL TRAFFIC SIGNAL SYNCHRONIZATION PROJECT OF.� . ,� .�a�?t;q,l, .. . G.�.� aw ,� .�� *: : •:* . o; :�. �. : �•� .. :: .�o . November 13, 2018 : .: '. ': . : .': O,�pco,mn�s;CPy� � . . .. . . - . . . . .. . .. . . . . . .. . ,. . . . . . .. . . . . . .. . . . . .... . .... . . . . ..... . . ..... . . . . . UNTY � �- . . . . . .., . . . . .._ . . . . . . .. . . . . . .. . . .. . . .. . .. . .. . . . .... . . . . . . . . . . .. ... . . .. ..... . ... . T�: Honorable Mayor and Re�ieWea�verife�B � Members.of the City Council. city Manager : . THRU: RiCk OttO Finance Dire or ...... To Be Presen .. . City:Manager:. .. . y . Christo her Cash C. M R _ FROlVI: ChTlstOpher Cash X ... Co�s Calendar: ity pts . . . Council Reports : Legal Affairs : Public Works.Director Boards/Cmfes_: Public.Higs .. . .. _Admin ReportS Plan/Environ 1. SUBJECT . ... . : :. : :.�. _ : :. . Cooperative Agreement 1Vo. C-8-1800 by.and between Orarige County Transportation Authority : (OCTA) and the Cities:of Orange, Irvine,: and Santa Aria for .the implemeritation of the Main� : : . Street Regiorial Traffic Signal :Synchronization: Project funded as part of the Measure M2 . Regional Traffic Signal Syrichronization Program(Project P). : � .. .... 2. SUMMARY . This Cooperative Agreement among the agencies establishes the respective:responsibilities of each a" enc for tlie inter=urisdictiorial traffic si nal s nchroriization alon the corridor of:Ma'in . g Y ..: .: J g Y g _ . Street. . 3. RECOMMENDED ACTION . . 1) Autliorize tlie appropriation of$5,000 from the unreserved TSIP "B".(284) fund balance to expenditure accourit 284.5032.56100.20191 for the City of Orange's share:o�project cost. _ 2)..Approve Gooperative.Agreement No. C-8=1800 and.autharize the 1VIayor and;the City Clerk . . ... :. .. to:execute on behalf�of the City. : 4.. FISCAL IMPACT : : .. : :: �. . . LJpori appropriation; tlie total expenditure for this..agreement is $180,000 and will be funded in Main SCreet Signal Synchronization (20191) through TSIP "B" (284): : :: : ;. 5: STRATEGIC PLAN GOAL(S) � . lb. Provide for a safe.commuriity = Provide and maintain infrastructure�necessary to erisure the . .. safety of the public: : ITEM . 11/13/201 . 1 . . ... � 3e. Develop and strengthen the collaborative partnership to enhance and promote the quality of life programs, projects and services. 6. GENERAL PLAN IMPLEMENTATION Circulation and Mobility Goal 1.0: Provide a safe, efficient, and comprehensive circulation system that serves local needs, meets forecasted demands, and sustains quality of life in -neighborhoods. Policy 1.2: Identify key intersections and streets with historical or projected traf�c congestion problems and apply creative traffic management measure to improve overall circulation. 7.� DISCUSSION and BACKGROUND OCTA issued a call for projects for coordinating traffic signals across multiple jurisdictional boundaries as part of the Renewed Measure M (M2) Regional Traffic Signal Synchronization Program Project P to enhance countywide traffic flow and reduce congestion. In response to the call, the City of Irvine, with the participation of the Cities of Orange and Santa Ana, initiated an application and was awarded Project P funds for the synchronization of the traffic signals along the Main Street Corridor. The 12-mile corridor between Taft Avenue in Orange and Culver Drive in Irvine includes 67 traffic signals across the four jurisdictions of Orange, Caltrans, Santa Ana, and Irvine. Within the City of Orange, the corridor spans approximately 2.5 miles and includes 12 intersections from Taft Avenue to CHOC Court. The project will include improvements identified in the application. In the City of Orange, the improvements include synchronized timing, installation of fiber optic cable, wireless radio communication, Ethernet switches, emergency vehicle detection, controller and cabinet upgrade, video detection systems, closed-circuit television cameras, audible pedestrian push buttons, and battery back-up systems. ' The total project cost is $3,899,185. The participating agencies agreed to a combined cash and in-kind match (staffing, equipment purchase) of $764,544 representing approximately twenty percent (20°Io) of the total project cost. Orange's share of the project cost includes $178,417 in direct dollar match and$6,240 in-kind match in the form of staffing support. The Cooperative Agreement describes the duties and responsibilities, including funding obligations of all the participating agencies. OCTA was designated and agreed to act as the implementing agency to carry out project implementation. Participating agencies will be responsible for coordinating the installation of their elements during the course of the project and on-going maintenance and operation after the three-year grant period. When completed, vehicular traffic in a synchronized corridor will often pass through-a series of green lights before stopping. 8. ATTACHMENTS • Location Map • Cooperative Agmt. C-8-1800 CC/kn:td 2 . :.. : .-: . . : .� : am.�: . . .. . ..- BALL� _...N- BALL � . Z ¢ . . .. . ��, . .. . : � � . . . � w . � �. � TAFT AV E TAFT Q • TAFT o . . . .. � . . m -� �� : �.�. .. . � '> . .. . . � . . G� VIL � . . , :� ..:.. . .. . , �o � -� . T+� �� -�CERRITOS� � � H W , N . : � Legend � .� :. � .. vi yJ . �.. � . .. . :. � . ... . . . . . . . . . . . ' . . . �SN� . . 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Q�� . . . . _ . . ... .. . . �.� . .. .. . . :. .. . .y��Qy . � . .. . . .. . . . . ��_ : .. : ' : '' �yp�a �� ' : . . : :. . .. . . . .. . ...� . : .. .. 9<oy ~c'�'' �o � 'R`,�Fe �ii� . : . u�0�� y� �¢' �'�'rFR' � NEWPORT BEACH `S°ti �'.,�°: SIGNAL SYNCRONIZAT.ION.:ROUTE a.s o.z5 a o.5: � : ,:5 Z M��es e 1 COOPERATIVE AGREEMENT NO. C-8-1800 2 BETilIiEEf� 3 ORANGE COUNTY TRANSPORTATION AUTHORITY 4 AND 5 CITIES OF IRVINE, ORANGE,AND SANTA ANA 6 FOR 7 MAIN STREET REGIONAL TRAFFIC SIGNAL SYNCHRONIZATION PROGRAM PROJECT 8 THIS COOPERATIVE AGREEMENT (Agreement), is effective this day of 9 , 201_, by and between the Orange County Transportation Authority, 550 South 10 Main Street, P.O. Box 14184, Orange California 92863-1584, a public corporation of the State of 11 Cafifornia (herein referred to as "AUTHORITY") and the cities of Irvine, Orange, and Santa Ana 12 (hereinafter referred to as "PARTICIPATING AGENCIES") each individually known as "Party" and 13 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 (RTSSP or Project P) to enhance 18 countywide traffic flow and reduce congestion; and 19 WHEREAS, the AUTHORITY has completed the competitive 2018 Call for Projects(hereinafter, 20 "2018 CALL")in support of Project P and awarded Project P funds based on the application(hereinafter, 21 "APPLICATION")prepared by the City of Irvine (hereinafter referred to as the"APPLICANT AGENCY") 22 for implementation of signal synchronization of traffic signals along Main Street between the intersections 23 of Taft Avenue in the City of Orange and Culver Drive in the City of Irvine(hereinafter,"PROJECT");and 24 WHEREAS,the PARTICIPATING AGENCIES in their approved APPLICATION have elected to 25 designate the AUTHORITY and the AUTHORITY agrees to act as the implementing agency to carry out 26 PROJECT; and Page 1 of 15 L:1Camm\CLERICAL\W ORDPROCWGREEWG81800.docx COOPERATIVE AGREEMENT NO. C-8-1800 MAIN STREET—RTSSP 1 WHEREAS, the PROJECT will include approximately sixty-seven (67) traffic signalized 2 intersections as identified in the APPLICATION; and 3 WHEREAS, the PROJECT will include Intelligent Transportation System (ITS) elements 4 identified in the APPLICATION including certain hardware and software upgrades to intersection and 5 central control systems including Advanced Transportation Controller units (ATC), telematics and 6 interconnect systems, Advanced Transportation Management Systems (ATMS), Roadside Units 7 (RSU), and other associated systems (hereinafter collectively referred to as "ITS ELEMENTS"), will 8 be constructed and/or installed and implemented as part of the PROJECT as identified in the 9 APPLICATION; and 10 WHEREAS,the AUTHORITY agrees to work with PARTICIPATING AGENCIES to coordinate 11 the inclusion of other ITS elements (hereinafter OTHER ELEMENTS) that should be installed at the 12 same time as the construction of the PROJECT and are not part of this Agreement; and 13 WHEREAS, all costs associated with the inclusion of these OTHER ELEMENTS, if any, are 14 the sole responsibility of the AGENCY owning each and any of those OTHER ELEMENTS during the 15 project; and 16 WHEREAS, AUTHORITY and each respective Party acknowledge and understand that in- 17 house resources (staff)from Party will provide various services for PROJECT, and 18 WHEREAS, AUTHORITY and each respective Party acknowledge and understand that 19 PROJECT costs for various types of additional work required by each respective Party, by its staff, or 24 by policy, may not have been included in the original application and therefore costs to contractors or 21 consultants to comply with staff requirements are not included in the PROJECT allocation; and 22 WHEREAS, AUTHORITY and Parties agree that these costs will be paid by PROJECT; and 23 WHEREAS, Parties and each respective Party acknowledge and understand that the costs for 24 the additional work may be reversed by AUTHORITY's Audit; and 25 WHEREAS,based on AUTHORITY's Board of Directors approved PROJECT ALLOCATION and 26 APPLICATION,the AUTHORITY agrees to implement the PROJECT; and Page 2 of 15 L:1Camm\CLERICAL\WORDPROCIAGREE1AG81800.docx COOPERATIVE AGREEMENT NO. C-8-1800 MAIN STREET—RTSSP 1 V1IHEREAS, the PARTICIPATING AGENCIES per the M2 Ordinance, agree to provide 2 PROJECT funding in a combined cash and in-kind services match of Seven Hundred Sixty Four 3 Thousand Five Hundred Forty Four pollars($764,544.00),as shown in Attachment A,or equivalent to at 4 least finrenty percent(20%)of PROJECT cost; and 5 WHEREAS, the AUTHORITY and the PARTICIPATING AGENCIES desire to enter into this 6 Agreement to implement the PROJECT in support of Project P; and 7 WHEREAS, this Agreement defines the specific terms, conditions, and funding responsibilities 8 between the AUTHORITY and the PARTICIPATING AGENCIES for the implementation of the 9 PROJECT; and 10 WHEREAS,the AUTHORITY'S Board of Directors authorized funding for the PROJECT on June 11 11,2018; and 12 WHEREAS, the AUTHORITY's Board of Directors authorized this cooperative agreement on 13 September 10, 2018. 14 WHEREAS, the City of Irvine's City Council approved this Agreement on the day of 15 ,20 16 WHEREAS, the City of Orange's City Council approved this Agreement on the day of 17 ,20 18 WHEREAS, the City of Santa Ana's City Council approved this Agreement on the day of 19 ,20 20 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and the 21 PARTICIPATING AGENCIES as follows: 22 ARTICLE 1. COMPLETE AGREEMENT 23 A. This Agreer�ent, including any attachments incorporated herein and made applicable by 24 reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this 25 Agreement between AUTHORITY and PARTICIPATING AGENCIES and it supersedes all prior 26 representations, understandings, and communications: The invalidity in whole or in part of any term or Page3of15 L:\Camm\CLERICAUWORDPROCIAGREEWG81800.docx COOPERATIVE AGREEMENT NO.C-8-1800 MAIN STREET—RTSSP 1 condition of this Agreement shall not affect the validity of other term(s)or conditions(s)of this Agreement. 2 The above referenced Recitals are true and correct and are incorporated by reference herein. 3 B. AUTHORITY's failure to insist on any instance(s) of PARTICIPATING AGEfVCIES' 4 performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or 5 relinquishment of AUTHORITY's right to such performance or to future performance of such term(s) or 6 condition(s), and PARTICIPATING AGENCIES' obligation in respect thereto shall continue in full force 7 and effect.Changes to any portion of this Agreement shall not be binding upon AUTHORITY except when 8 specifically confirmed in writing by an authorized representative of AUTHORITY by way of a written 9 amendment to this Agreement and issued in accordance with the provisions of this Agreement. 10 C. PARTICIPATING AGENCIES' failure to insist on any instance(s) of AUTHORITY's 11 performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or 12 relinquishment of PARTICIPATING AGENCIES' right to such performance or to future performance of 13 such term(s) or condition(s), and AUTHORITY's obligation in respect thereto shall continue in full force 14 and efFect. Changes to any portion of this Agreement shall not be binding upon PARTICIPATING 15 AGENCIES except when specifically confirmed in writing by an authorized representative of 16 PARTICIPATING AGENCIES by way of a written amendrraent to this Agreement and issued in 17 accordance with the provisions of this Agreement. 18 ARTICLE 2. SCOPE OF AGREEMENT 19 This Agreement specifies the roles and responsibilities of the Parties as they pertain to the 20 subjects and projects addressed herein. Both AUTHORITY and PARTICIPATING AGENCIES agree 21 that each will cooperate and coordinate with the other in all activities covered by this Agreement and any 22 other supplemental agreements that may be required to facilitate purposes thereof. 23 / 24 / 25 / _ 26 / ' Page 4 of 15 L:1Camm\CLERICAL\WORDPROCIAGREE1AG81800.docx COOPERATIVE AGREEMENT NO. C-8-1800 MAIN STREET—RTSSP 1 ARTICLE 3. RESPON�I�ILI�i��O�Al1�FIORIYl( 2 AUTHORITY agrees to the following responsibilities for funding of the PROJECT: 3 A. AUTHORITY shall implement the PROJECT based on the intent of the usage in the 4 APPLICATION prepared by the APPLICANT AGENCY in accordance with the policies and procedures 5 contained in the Comprehensive Transportation Funding Program (CTFP)guidelines. 6 B. AUTHORITY shall provide oversight to maintain inter jurisdictional traffic signal 7 operational integrity between PROJECT and other similar type projects not older than three(3)years. 8 C. AUTHORITY will act as the LEAD AGENCY and provide and file all documentation 9 necessary to comply with California Environmental Quality Act(CEQA)regulations for PROJECT. 10 D. AUTHORITY shall perform web-based public outreach activities for the project to 11 communicate major project milestones and results. 12 E. AUTHORITY shall provide formats,templates,and guidance in reporting requirements as 13 described in CTFP. 14 F. AUTHORITY, or agents of AUTHORITY, under this Agreement and upon closeout of 15 PROJECT, may perForm a technical and/or field review to ensure that the CTFP guidelines, policies,and 16 procedures were followed.Such a review may be performed one hundred and eighty(180)days after the 17 PROJECT three-year grant period is complete. If the technical and or field review determines that any of 18 the activities performed are ineligible for CTFP funding, PARTICIPATING AGENCIES must reimburse 19 and retum the amount of funding used to perform the ineligible activity to AUTHORITY. 20 G. AUTHORITY shall invoice the PARTICIPATING AGENCIES as identified in 21 APPLICATION and Attachment A for the dollar cash match at the end of the Primary Implementation 22 phase or at a mutually agreed upon time to facilitate any respective AGENCY funding timeframes. 23 H. AUTHORITY shall request updates for the PROJECT as part of semi-annual review 24 process, including documentation of in-kind match conforming to Attachment A and will include the 25 PROJECT in the list of active projects in OC Fund Tracker until completion of the three-year grant period. 26 Documents to be provided include,but are not limited to, payroll records,contracts,and purchase orders. Page 5 of 15 L:1Camm\CLERICAL\WORDPROCIAGREE1AG81800.docx COOPERATIVE AGREEMENT NO.C-8-1800 MAIN STREET—RTSSP 1 ARTICLE 4. RESPONSIBILITIES OF THE AUTHORITY AS PROJECT LEAD AGENCY 2 The AUTHORITY as the LEAD AGENCY agrees to the following responsibilities for the 3 implementation of the PROJECT: 4 A. AUTHORITY shall act as the LEAD AGENCY for the work necessary to manage,procure, 5 and complete the PROJECT as identified in APPLICATION. 6 B. To coordinate outreach with PARTICIPATING AGENCIES for PROJECT. 7 C. T� collect all data necessary to provide new optimized timing plans including, but not 8 limited to,manual or video all movement counts at each PROJECT signalized intersection,and a mutually 9 agreed upon number and location of twenty-four (24) hour/ seven (7) day automated machine traffic 10 counts with vehicle classification. � 11 D. To develop and implement new timing plans optimized for signal synchronization. 12 E. To provide updated timing plans for all control systems and all relevant data used to 13 develop said plans to PARTICIPATING AGENCIES. ' 14 F. To prepare a "Before and After Stud�' for PROJECT as described in the Measure M2 15 Eligibility Guidelines adopted by the AUTHORITY. The "Before and After Study" for the project is 16 considered the equivalent of the required Project Final Report (Measure M2 Ordinance No. 3, Section 17 B.111.9) for PROJECT. The AUTHORITY shall provide the "Before and After Stud�' to the 18 PARTICIPATING AGENCIES in draft and final formats for review and comment. AGENCY comments 19 shall be noted in the final study. If specified in APPLICATION,AUTHORITY shall provide a"Before and 20 After Study"video of a representative portion of PROJECT at up to finro(2)public meetings. 21 ARTICLE 5. RESPONSIBILITIES OF THE PARTICIPATING AGENCIES 22 PARTICIPATING AGENCIES agree to the following responsibilities for implementation and 23 funding of PROJECT: 24 A. Provide a technical representative to meet and participate as a member of the 25 PROJECT's Traffic Forum. 26 / Page 6 of 15 L:\Camm\CLERICAL\WORDPROCWGREE1AG81800.docx COOPERATIVE AGREEMENT NO.C-8-1800 MAIN STREET—RTSSP 1 B. To authorize the AUTHORITY to manage, procure, and implement all aspects of 2 PROJECT. 3 C. To participate and support PROJECT implementation within the timeframe outlined in 4 APPLICATION and consistent with the CTFP Guidelines adopted by AUTHORITY. 5 D. To provide AUTHORITY all current intersection as-built drawings, all current 6 intersections controller assembly plans as provided by the manufacturer and modified by Party since 7 original installation, local field master, local controller, and ATMS timing plans and other ITS related 8 data upon request. 9 E. To provide the local cash match and/or documentation for the in-kind services match 10 for PROJECT in accordance with Attachment A. Failure to provide local cash match and or evidence 11 of in-kind services match may result in the loss of future participation for competitive funding 12 opportunities. 13 F. PARTICIPATING AGENCIES that have included a dollar match as identified in 14 Attachment A shall provide payment for the dollar match to AUTHORITY within thirly (30) calendar 15 days of receipt of an invoice. 16 G. PARTICIPATING AGENCIES that have included an in-kind services match as identified 17 in Attachment A shall provide documentation of conformance as part of the semi-annual review process. 18 H. To waive all fees associated with any local agency permits that may be required of the 19 consultant, sub consultants, and/or service or equipment providers in the performance of the PROJECT. 20 I. PARTICIPATING AGENCIES shall provide updates on PROJECT to AUTHORITY as 21 part of semi-annual review process until completion of the three-year PROJECT grant period. Documents 22 to be provided include, but are not limited to, payroll records, contracts, and purchase orders. 23 J. PARTICIPATING AGENCIES shall, if specified in APPLICATION, continue Ongoing 24 Operations and Maintenance after the three-year grant period is complete and continue until the end of _ 25 the PROJECT per additional maintenance of effort in APPLICATION. _ 26 / Page 7 of 15 L;\Camm\CLERICAL\WORDPROCIAGREE1AG81800.docx COOPERATIVE AGREEMENT N0. C-8-1800 MAIN STREET—RTSSP 1 K. The project is partially funded by Senate Bill 1 (SB-1)and PARTICIPATING AGENCIES 2 agree to comply with all applicable SB-1 Accountability Guidelines, Local Partnership Program and State 3 requirements. 4 ARTICLE 6. DELEGATED AUTHORITY 5 The actions required to be taken by PARTICIPATING AGENCIES in the implementation of this 6 Agreement are delegated to their respective City Manager, or designee, and the actions required to be 7 taken by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief 8 Executive O�cer or designee. 9 ARTICLE 7. AUDIT AND INSPECTION 10 AUTHORITY and PARTICIPATING AGENCIES shall maintain a complete set of records in 11 accordance with generally accepted accounting principles. Upon reasonable notice, PARTICIPATING 12 AGENCIES shall permit the authorized representatives of AUTHORITY to inspect and audit all work, 13 materials, payroll, books, accounts, and other data and records of PARTICIPATING AGENCIES for a 14 period of five (5) years after final payment, final closeout, or until any on-going audit is completed, 15 whichever is later. For purposes of audit, the date of completion of this Agreement shall be the date of 16 AUTHORITY's payment of consultant's final billing (so noted on the paid invoice) under this Agreement. 17 AUTHORITY shall have the right to reproduce any such books, records, and accounts. The above 18 provision with respect to audits shall extend to and/or be included in contracts with PARTICIPATING 19 AGENCIES'contractor. 20 ARTICLE 8. INDEMNIFICATION 21 A. To the fullest extent permitted by law, PARTICIPATING AGENCIES shall defend 22 (at PARTICIPATING AGENCIES' sole cost and expense with legal counsel reasonably acceptable to 23 AUTHORITY),indemnify,protect,and hold harmless AUTHORITY,and its officers,directors,employees, 24 and agents(collectively the"Indemnified Parties"),from and against any and all liabilities, actions, suits, 25 claims,demands, losses,costs,judgments,arbitration awards,settlements,damages,demands, orders, 26 penalties, anc}expenses including legal costs and attorney fees (collectively"Claims"), including but not Page 8 of 15 L:\Camm\CLERICAL\WORDPROCIAGREE1AG81800.docx COOPERATIVE AGREEMENT NO. C-8-1800 MAIN STREET—RTSSP 1 limited to Claims arising from injuries to or death of persons (PAR I ICIPATIfVG AGENCIES' employees 2 included),for damage to property, including property owned by AUTNORITY,or from any violation of any 3 federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful 4 misconduct of PARTICIPATING AGENCIES, its officers, directors, employees or agents in connection 5 with or arising out of the performance of this Agreement. 6 B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole 7 cost and expense with legal counsel reasonably acceptable to PARTICIPATING AGENCIES), indemnify, 8 protect, and hold harmless PARTICIPATING AGENCIES, including their officers, directors, employees, 9 and agents (collectively the"Indemnified Parties"),from and against any and all liabilities, actions, suits, 10 claims,demands, losses,costs,judgments,arbitration awards,settlements,damages,demands, orders, 11 penalties, and expenses including legal costs and attorney fees (collectively"Claims"), including but not 12 limited to Claims arising from injuries to or death of persons (AUTHORITY's employees included), for 13 damage to property, including property owned by PARTICIPATING AGENCIES, or from any violation of 14 any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or 15 willful misconduct of AUTHORITY,its officers,directors,employees or agents in connection with or arising 16 out of the performance of this Agreement. 17 C. The indemnification and defense obligations of this Agreement shall survive its expiration 18 or termination. 19 ARTICLE 9. ADDITIONAL PROVISIONS 20 A. Term of Aqreement: This Agreement shall be in full force and effect through December 21 31, 2023. 22 B. Amendment: This Agreement may be extended or amended in writing at any time by the 23 mutual consent of all Parties and AUTHORITY. No amendment shall have any force or effect unless 24 executed in writing by all Parties and AUTHORITY. 25 C. Termination: In the event any Party defaults in the perFormance of their respective 26 obligations under this Agreement or breaches any of the provisions of this Agreement, a non-defaulting Page 9 of 15 L:\Camm\CLERICAL\WORDPROCIAGREEWG81800.docx COOPERATIVE AGREEMENT NO.C-8-1800 " MAIN STREET—RTSSP 1 Party(s) shall have the option to terminate this Agreement upon thirty (30) calendar.days prior written 2 notice to the Party in default. 3 D. Termination for Convenience: Either Party may terminate this Agreement for its 4 convenience by providing thirty (30) calendar days prior written notice of its intent to terminate for 5 convenience to the other Party. 6 E. AUTHORITY and PARTICIPATING AGENCIES shall comply with all applicable federal, 7 state, and local laws, statues, ordinances and regulations of any governmental authority having 8 jurisdiction over the PROJECT. 9 F. Leqal Authoritv: AUTHORITY and PARTICIPATING AGENCIES hereto consentthat they 10 are authorized to execute this Agreement on behalf of said Parties and that, by so executing this 11 Agreement,the Parties hereto are formally bound to the provisions of this Agreement. 12 G. Severabilitv: If any term, provision, covenant or condition of this Agreement is held to be 13 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the 14 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or 15 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 16 H. Counterparts of Aqreement: This Agreement may be executed and delivered in any 17 number of counterparts,each of which,when executed and delivered shall be deemed an original and all 18 of which together shall constitute the same agreement. Facsimile signatures shall be permitted. 19 I. Assiqnment: Neither this Agreement, nor any of the Parties'rights, obligations,duties, or 20 authority hereunder may be assigned in whole or in part by either Party without the prior written consent 21 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed 22 void and of no force and effect. Consent to one assignment shall be deemed consent to any subsequent 23 assignment, nor the waiver of any right to consent to such subsequent assignment. 24 J. Governin4 Law:The laws of the State of California and applicable local and federal laws, 25 regulations and guidelines shall govern this Agreement. _ 26 / Page 10 of 15 L:\Camm\CLERICAL\WORDPROCIAGREE1AG81800.docx COOPERATIVE AGREEMENT NO.C-8-1800 MAIN STREET—RTSSP 1 K. Litiqation fees: Should litigation arise out of this Agreement for the performance thereof, 2 the court shall award costs and expenses, including attorney's fees,to the prevailing Party. 3 L. Notices: Any notices, requests, or demands made between the Parties pursuant to this 4 Agreement are to be directed as follows: 5 To IRVINE: To AUTHORITY: 6 City of Irvine Orange County Transportation Authority 7 1 Civic Center Plaza 550 South Main Street $ Irvine, CA 92623-9575 P. O. Box 14184 9 Orange, CA 92863-1584 . 10 Attention: Jaimee Bourgeois Attention: Michael Le �� Traffic Engineer Contract Administrator �2 Tel: (949)724-6369 Tel: (714)560-5314 13 Email: �bourqeois(c�citvofirvine.orq E-mail: mle1(a�octa.net 14 To SANTA ANA: To ORANGE: 15 City of Santa Ana City of Orange 16 20 Civic Center Plaza 300 E. Chapman Avenue �7 M-43 Orange, CA 92866 �8 Santa Ana, CA 92702 19 Attention: Cesar Rodriguez Attention: Kathy Nguyen 20 �Acting Senior Civil Engineer Senior Civil Engineer 2� Tel: (714)647-5626 Tel: (714)744-5528 22 Email: Crodriquez(c�santa-ana.ora Email: knquven(c�citvoforanqe.orq 23 � 24 � 25 / - - 26 � Page 11 of 15 L:\Camm\CLERICAL\WORDPROCIAGREEWG87 800.docx COOPERATIVE AGREEMENT NO.C-8-1800 MAIN STREET—RTSSP 1 M. Force Maieure: Either Party shall be excused from performing its obligations under this 2 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable 3 cause beyond its control, including but not limited to: any incidence of fire, flood; acts of God; 4 commandeering of material,products,plants orfacilities by the federal,state or local government;national 5 fuel shortage;or a material act or omission by the other Party,when satisfactory evidence of such cause 6 is presented to the other Party,and provided further that such nonperformance is unforeseeable, beyond 7 the control and is not due to the fault or negligence of the Party not performing. 8 / 9 / 10 / 11 / 12 / 13 / 14 / 15 / 16 / 17 / 18 / 19 / 20 / 21 / 22 / 23 / 24 / 25 / - 26 / Page 12 of 15 L:1Camm\CLERICAL\WORDPROCIAGREE1AG81800.docx COOPERATIVE AGREEMENT NO. C-8-1800 MAIN STREET—RTSSP 1 This Agreement shall be made effective upon execution by all Parties. 2 iiV iAiI7FIE�� ifili�lEREOF, the parties hereto have caused this Agreement No. C-8-1800 to be 3 executed on the date first written above. 4 CITY OF IRVINE ORANGE COUNTY TRANSPORTATION AUTHORITY 5 By: By: 6 Donald P.Wagner Darrell E. Johnson Mayor Chief Executive Officer 7 $ ATTEST: APPROVED AS TO FORM: 9 10 gy; gy. 11 Molly McLaughlin J es M. Do ' h City Clerk eneral Counsel 12 13 14 APPROVED AS TO FORM APPROVAL RECOMMENDED: 15 16 By. By. �� Jeffrey Melching Kia Mortazavi City Attorney Executive Director, Planning 18 19 20 Dated: Dated: 21 22 23 24 25 _ _ 26 ' � � Page 13 of 15 L:1Camm\CLERICAL\WORDPROCIAGREE1AG81800.docx COOPERATIVE AGREEMENT NO.C-8-1800 MAIN STREET—RTSSP 1 This Agreement shall be made effective upon execution by all Parties. 2 IN 1ii11TiVES� 1iVIiE12EOF, the parties hereto have caused this Agreement No. C-8-1800 to be 3 executed on the date first written above. 4 CITY OF ORANGE 5 By: Teresa E. Smith 6 Mayor 7 $ ATTEST: 9 10 gy; 11 Mary E. Murphy City Clerk 12 APPROVED AS TO FORM 13 14 By: 15 Wayne W.Winthers 16 City Attorney 17 �8 Dated: 19 20 21 22 23 24 25 _ _ 26 Page 14 of 15 L:\Camm\CLERICAL\WORDPROCWGREE1AG81800.docx COOPERATIVE AGREEMENT NO.C-8-1800 MAIN STREET—RTSSP 1 This Agreement shall be made effective upon execution by all Parties. 2 IiV iiVl i iVES� 1iilliEREOF, the parties hereto have caused this Agreement iVo. C-8-1800 to be 3 executed on the date first written above. 4 CITY OF SANTA ANA 5 By: Raul Godinez II 6 City Manager 7 $ ATTEST: 9 10 gy; �,� Maria D. Huizar Clerk of the Council 12 APPROVED AS TO FORM 13 14 By: 15 Sonia R. Carvalho 16 City Attorney 17 �$ Dated: 19 20 21 22 23 24 25 _ 26 Page 15 of 15 L:\Camm\CLERICALIWORDPROCIAGREE1AG81800.docx COOPERATIVE AGREEMENT NO. C-8-1800 � MAIN STREET-RTSSP ATTACHMENT A DETAILED LOCaL I!lIATCH COMMITMEfdT SECTION 1: AGENCY TOTAL MATCH SUMMARY � � �� x.; , � ..,_ � , s 4 � �� ;�.�a„��CASH;MATCEI ,�,y�„�, ,_„ ,. , „_r IN_KIND'MATC,�i* ,TA7'AL MA`TC,F�, kr- x � � �� , ,�� :E E � �%� �IlgOlfl��,�� 'r ': ��I7�0{qg� ��' ��' �� Y � � � , . 011g01►l� �% '�� _�� `�� s�Prima �� omtonn�� a � � �a �� ,� x : � �� ry � � M g Pr�rrtary � � Manitormg�, , Pr�mary, ,Y ,1Vfonifonng � z 1+ r � �Y EE�' # E 7 4xf �� '� � ��r�F �. f - � � � , � [mpterr�enfation` � ��' &��, �� impleme�tatton'n�� , � � �; �mpMementatwn � ` 8� � ,. .._ ; . � � ._ , . AGENCY.�, � „ti��:,,, xMaintenance, ,��,�s= _,,,,. �� ,,.�_: Mainfenance ,,,�,� .._,:ry.,�,... �;.,,,,.,� ,,Mamt��n�ance�:; City of $234,677 $9,120 $234,677 $9,920 Irvine �� $243,797 $243,797 City of $166,097 $4,940 $12,400 $2,100 $178,417 $6,240 Orange $170,157 $14,500 $ 184,657 City of $281,190 $14,004 $38,100 $2,796 $319,290 $16,800 Santa Ana $295,194 $40,896 $336,090 � ' � � r$681,884 '$27,264' � �$50,50U n � �,�$4,896 �x5 ` 4$r732,384� xa�_ ��32;160 � y E 9 �$ " : �.�.k : E 4. i C 4 ��TO'TAL �� ,,�°��..�s,��.$7.0.,9�,14$ 3� � ,��,�, �. �� 3`��`�.`'�$5,5;396, X�F�h�,�k�R;,�� '��`�.'��:��;$764,�54`4�.� �E,� ,. ;,��.'' "'In-kind match may be converted to cash match if agency does nof satisfy in-kind match commifinent by the end of the respective phase. However, Cash Match is NOT a/lowed fo be converted to in-kind match. SECTION 2: MATCH BREAKDOWN(CASH VS IN-KIND SERVICES) A. Cash Match : `� �a; � : � � � � � �- �,� � �� r r� �`k�� ` ty�S � � F k � b � 7 � �� •1 I/ I: `; ��pqGENCY�� { : ��'� F41iVDENG SOURCE � �E��; ��AMOt1NT'OF G�1SH�C�YNT 1 UTION� r ..>.&eYdF.�......�.f�LSC,'.FR. � 3�.,a_, ,,.,,�5+�FV�.w� <i�S..e.L�,6.,..,d�45.I. « «..,.... Y.,. >-z x .'�f Nu Dk.k e,.l..., ��.:v ...,.. ...._vla. City of Irvine M2 Fairshare or General Fund $243,797 City of Orange M2 Fairshare $170,157 City of Santa Ana M2 Fairshare $295,194 TOTAL $709,148 Page A- 1 COOPERATIVE AGREEMENT NO. C-8-1800 MAIN STREET-RTSSP ATTACHMENT A B. in-Kind Services i. Spec�c Improvements(List items and Cost): � ; ��'� �^� �P�r�h� ��3 �r �:''� ��&�� I�: + s r . w�:�, �'� ��` �u�. �'�{'� r s zr �u y t Y .�� x�'. � �� : L� 'T' `• 4 �3'$ � d - x '£ '� � .T� � � y �� Agency �...��a.�.��'�; ��:��.��...�� '�lmprovement �>�` � g � �;,Eacpentli�ure : ,�.... . � -1�� _,�... ..r ........ �>.< .c�„_ �,�+�.�.� _.,�.,.. , _ .. ... .�_... .....'�. TOTAL $0 ii. Sta�n Commitment: ; � s� � v a�-� � ca � i a ' c�� : v� �: �1�a��.�. ��k 't�� . '. " �£ ` ` ��` �'`��`�� TYP�E O�SERVICE��,�KNO�"OF`' ' �'�'��LLY � � R ` �w AGENCY a STAFF POSiT�ION ;� F ��TOPRf3'JECT �`�` �HOURS EH'OUR Y:Ri47�'?,&�TO��*�,z:' � � �� ,; ,��, :� �-� City of Senior Engineer Project Manager 30 $ 180 $5,400 Orange City of Engineering Tech Construction& 65 $ 140 $9,100 Orange Support Total for City of Orange: $14,500 City of Santa Senior Civil Engineer Project Administration 30 $233 $6,990 Ana Design Review, City of Santa Implementation& Ana Assistant Engineer Construction 110 $213 $23,430 En ineerin City of Santa Construction Construction 43 $ 187 $8,041 Ana Inspector Engineering Design Review, City of Santa Engineering Intem Implementation& 59 $41.27 $2,435 Ana Construction En ineerin Tofal for City of Santa Ana: $40,896 TOTAL IN-KIND MATCH**: $55,396 '''Total amount is the required participation by the ident�ed agency. The number of hours and hourly rate will be based on each agency's actua/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 descripfion 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. PageA-2 CITY COLTNCIL MINUTES NOVEMBER 13, 2018 3. CONSENT CALENDAR(Continued) 3.7 Award of Consultant Services Agreement to KOA Corporation for preparing plans, specifications,and estimates for Traffic Engineering Services on Chapman Avenue at Flower Street Left Turn Signal Modifications and Chapman Avenue at Feldner Road Left Turn Signal Modifications. (A2100.0; AGR-6663) ACTION: Awarded the contract in the amount of $39,464 to KOA Corporation; and authorized the Mayor and City Clerk to execute on behalf of the City. 3.8 Cooperative Agreement No. C-8-1797 by and between Orange County Transportation Authority and the Cities of Orange, Garden Grove, Santa Ana, and Westminster for the implementation of the Garden Grove Boulevard Regional Traffic Signal Synchronization Project funded as part of the Measure M2 Regional Traffic Signal Synchronization Program. (A2100.0; AGR-6664) ACTION:Approved Cooperative Agreement No. C-8-1797,and authorized the Mayor and City Clerk to execute on behalf of the City. 3.9 Cooperative Agreement No. C-8-1798 by and between Orange County Transportation Authority and the Cities of Orange, Anaheim, Cypress, Garden Grove, Los Alamitos, Stanton, Villa Park, and County of Orange for the implementation of the Katella Avenue Regional Traffic Signal Synchronization Project funded as part of the Measure M2 Regional Traffic Signal Synchronization Program. (A2100.0; AGR-6665) ACTION:Approved Cooperative Agreement No. C-8-1798,and authorized the Mayor and City Clerk to execute on behalf of the City. 3.10 Cooperative Agreement No. C-8-1800 by and between Orange County Transportation Authority and the Cities of Orange, Irvine, and Santa Ana for the implementation of the Main Street Regional Traffic Signal Synchronization Project funded as part of the Measure M2 Regional Traffic Signal Synchronization Program. (A2100.0; AGR-6666) ACTION: Authorized the appropriation of $5,000 from the unreserved TSIP "B" (284) fund balance to expenditure account 284.5032.56100.20191 for the City of Orange's share of project cost; and approved Cooperative Agreement No. C-8-1800 and authorized the Mayor and City Clerk to execute on behalf of the City. 3.11 Cooperative Agreement No. C-8-2015 by and between Orange County Transportation Authority and the Cities of Aliso Viejo,Anaheim,Brea, Buena Park, Costa Mesa, Cypress, Dana Point, Fountain Valley, Fullerton, Garden Grove, Huntington Beach, Irvine, Laguna Beach, Laguna Hills, Laguna Niguel, Laguna Woods, La Habra, Lake Forest, Mission Viejo, La Palma, Los Alamitos, Newport Beach, Orange, Placentia, Rancho Santa Margarita, San Clemente, San Juan Capistrano, Santa Ana, Seal Beach, Stanton,Tustin,Villa Park,Westminster,Yorba Linda, and the County of Orange for administration of the Orange County Taxi Administration Program. (A2100.0; AGR-6667) ACTION: Approved Cooperative Agreement No. C-8-2015 and authorized the City Manager and City Clerk to execute on behalf of the City. PAGE 4