HomeMy WebLinkAbout10 APPROVE COOPERATIVE AGREEMENT NO. C-9-1421 WITH OCTA FOR RED HILL TRAFFIC SIGNAL SYNCHRONIZATION1TY OAGENDA REPORT
MEETING DATE: SEPTEMBER 17, 2019
TO: MATTHEW S. WEST, CITY MANAGER
Agenda Item 10
Reviewed:
City Manager
Finance Director
FROM: DOUGLAS S. STACK, DIRECTOR OF PUBLIC WORKS/CITY ENGINEER
SUBJECT: APPROVE COOPERATIVE AGREEMENT NO. C-9-1421 WITH THE ORANGE
COUNTY TRANSPORTATION AUTHORITY FOR THE RED HILL AVENUE
REGIONAL TRAFFIC SIGNAL SYNCHRONIZATION PROJECT (PROJECT P)
SUMMARY
Staff is requesting that the City Council approve Cooperative Agreement No. C-9-1421 with the
Orange County Transportation Authority (OCTA) for implementation of the Red Hill Avenue
Regional Traffic Signal Synchronization Project. Engineering and construction will be performed in
collaboration with the Cities of Costa Mesa and Irvine. The OCTA will take the lead in
implementing the project. Work will be performed under the OCTA Competitive Measure M2
Regional Traffic Signal Synchronization Program (Project P).
RECOMMENDATION
It is recommended that the City Council
1. Approve Cooperative Agreement No. C-9-1421 with the Orange County Transportation
Authority for the Red Hill Avenue Regional Signal Synchronization Project, and authorize
the Mayor and City Clerk to execute the agreement on behalf of the City, and
2. Appropriate $283,818 from the Measure M2 Fund (Fund 139).
FISCAL IMPACT
Under the OCTA Competitive Measure M2 Regional Traffic Signal Synchronization Program
(Project P), agencies are required to provide minimum match funding of twenty percent (20%) for
the project, with Tustin's share amounting to $247,618 plus $6,200 for Caltrans maintained
intersections which is the City's responsibility plus City administrative costs estimated at $30,000.
The total estimated project cost for City of Tustin and Caltrans locations is $1,269,090. The total
requested funds through the 2015 Measure M2 Regional Traffic Signal Synchronization Program
are $1,015,272 for Tustin's portion. The participating agencies per the M2 Ordinance, agree to
provide project funding in combined cash and in-kind services match of Four Hundred Nineteen
Thousand Eighteen Dollars ($419,018) as shown in Attachment A, or at least equivalent to twenty
percent (20%) of project cost.
CORRELATION TO THE STRATEGIC PLAN
Traffic signal synchronization contributes to the fulfillment of the City's Strategic Plan Goal B:
Public Safety and Protection of Assets. Specifically, the project implements or fosters the
implementation of strategy #5, which among other items, is to ensure continuous maintenance and
improvement of traffic control and transportation facilities.
Cooperative Agreement No. C-9-1421 Red Hill Avenue Regional Traffic Signal Synchronization Project
September 17, 2019
Page 2
BACKGROUND/DISCUSSION
On July 26, 2010, the OCTA adopted the countywide Traffic Signal Synchronization Master Plan.
From this Master Plan, the Regional Traffic Signal Synchronization Program (RTSSP), Project P
was developed. To maintain City eligibility for funding under Project P, the City Council adopted
the Local Signal Synchronization Plan (LSSP) on June 20, 2017, in compliance with the OCTA
Master Plan.
Project P is the M2 Program that provides funding for multi -jurisdictional signal synchronization
projects. The program is administered through the Comprehensive Transportation Funding
Programs (CTFP), which allocates funds through a competitive process based on a common set of
guidelines and scoring criteria approved by the OCTA Board of Directors.
On October 18, 2018, the City of Irvine, in collaboration with the cities of Tustin and Costa Mesa,
submitted an application to OCTA for the Red Hill Avenue Regional Traffic Signal Synchronization
Project. Earlier on October 2, 2018, the City Council adopted Resolution No. 18-65 approving the
application and match requirement pursuant to the CTFP Programs Procedures Manual.
Applications were reviewed to determine eligibility, consistency, and adherence to the program
guidelines and objectives. This project was among the five highest scoring projects, all of which
were approved by the OCTA Board on June 10, 2019, for a total recommended program funding
amount of $7,695,128.
A total of twenty-eight (28) traffic signalized intersections will be improved by this project, the
majority of which are maintained by Tustin with 15 intersections including 1 railroad crossing. The
scope of work includes new signal equipment in addition to timing and certain hardware and
software upgrades to intersection traffic controller units, traffic telematics and intertie systems, and
other associated systems will be constructed and/or installed and implemented as part of the
project.
Approval of the cooperative agreement by all agencies is required before work can proceed. The
City Attorney has approved the agreement as to form.
Do s G. Stack, P.E.
Dir g of Public Works/City Engineer
Attachment: Cooperative Agreement No. C-9-1421
S:\City Council Items\2019 Council Items\09-1 7-201 9\Ap prove Coop Agreement Red Hill Ave TSSP\Approve Coop. Agmt. No. C-9-
1421 with OCTA for Red Hill Ave Traffic Signal Synchronization Project.docx
1
2
3
4
5
6
7
8
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
COOPERATIVE AGREEMENT NO. C-9-1421
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITIES OF COSTA MESA, IRVINE, AND TUSTIN
FOR
RED HILL AVENUE REGIONAL TRAFFIC SIGNAL SYNCHRONIZATION PROGRAM PROJECT
THIS COOPERATIVE AGREEMENT (Agreement), Is effective this day of
, 2019 ("Effective Date"), by and between the Orange County Transportation
Authority, 550 South Main Street, P.O. Box 14184, Orange California 92863-1584, a public corporation
of the State of California (herein referred to as "AUTHORITY") and the cities of Costa Mesa, Irvine, and
Tustin (hereinafter referred to as "PARTICIPATING AGENCIES") each individually known as "Party" and
collectively known as the "Parties".
RECITALS:
WHEREAS, the AUTHORITY in cooperation with the PARTICIPATING AGENCIES is working
together in coordinating traffic signals across multiple jurisdictional boundaries as a part of the Renewed
Measure M (M2) Regional Traffic Signal Synchronization Program (RTSSP or Project P) to enhance
countywide traffic flow and reduce congestion; and
WHEREAS, the AUTHORITY has completed the competitive 2019 Call for Projects
(hereinafter, "2019 CALL") in support of Project P and awarded Project P funds based on the application
(hereinafter, "APPLICATION") prepared by the City of Irvine (hereinafter referred to as the "APPLICANT
AGENCY") for implementation of signal synchronization of traffic signals along Red Hill Avenue between
the intersections of Bryan Avenue located in the City of Tustin and Bristol Street located in the City of
Costa Mesa (hereinafter, "PROJECT"); and
L:\Camm\C LPRICAL\WORDPROC\AGREE\Ad91421.docx
Page 1 of 14
�0�
COOPERATIVE AGREEMENT NO. C-9-1421
RED HILL AVENUE — RTSSP
1 WHEREAS, the PARTICIPATING AGENCIES in their approved APPLICATION have elected to
2 designate the AUTHORITY and the AUTHORITY agrees to act as the implementing agency to cant' out
3 PROJECT; and
4 WHEREAS, the PROJECT will include approximately twenty-eight (28) traffic signalized
5 intersections as identified in the APPLICATION; and
6 WHEREAS, the PROJECT will include Intelligent Transportation System (ITS) elements
7 identified in the APPLICATION including certain hardware and software upgrades to intersection and
8 central control systems including Advanced Transportation Controller units (ATC), telematics and
9 interconnect systems, Advanced Transportation Management Systems (ATMS), Roadside Units
10 (RSU), and other associated systems (hereinafter collectively referred to as "ITS ELEMENTS"), will
11 be constructed 'and/or installed and implemented as part of the PROJECT as identified in the
12 APPLICATION; and
13 WHEREAS, the AUTHORITY agrees to work with PARTICIPATING AGENCIES to coordinate
14 the inclusion of other ITS elements (hereinafter OTHER ELEMENTS) that should be installed at the
15 same time as the construction of the. PROJECT and are not part of this Agreement; and
16 WHEREAS, all costs associated with the inclusion of these OTHER ELEMENTS, if any, are
17 the sole responsibility of the AGENCY owning each and any of those OTHER ELEMENTS during the
18 course of the project; and
19 WHEREAS, AUTHORITY and each respective Party acknowledge and understand that
20 in-house resources (staff) from Party will provide various services for PROJECT, and
21 WHEREAS, AUTHORITY and each respective Party acknowledge and understand that
22 PROJECT costs for various types of additional work required by each respective Party, by its staff, or
23 by policy, may not have been included in the original application and therefore costs to contractors or
24 consultants to comply with staff requirements are not included in the PROJECT allocation; and
25 WHEREAS, AUTHORITY and Parties agree that these costs will be paid by PROJECT; and
KIS
Page 2 of 14
L;1Camm\CLERICALIWOROPROCWGREEWG91421,docx
COOPERATIVE AGREEMENT NO. C-9-1421
RED HILL AVENUE — RTSSP
1 WHEREAS, Parties and each respective Party acknowledge and understand that the costs for
2 the additional work may be reversed by AUTHORITY's Audit; and
3 WHEREAS, based on AUTHORITY's Board of Directors approved PROJECT ALLOCATION and
4 APPLICATION, the AUTHORITY agrees to implement the PROJECT; and
5 WHEREAS, the PARTICIPATING AGENCIES per the M2 Ordinance, agree to provide
6 PROJECT funding in a combined cash and in-kind services match of Four Hundred Nineteen Thousand
7 Eighteen Dollars ($419,018.00), as shown in Attachment A, or equivalent to at least twenty percent (20%)
8 of PROJECT cost; and
9 WHEREAS, the AUTHORITY and the PARTICIPATING AGENCIES desire to enter into this
10 Agreement to implement the PROJECT in support of Project P; and
11 WHEREAS, this Agreement defines the specific terms, conditions, and funding responsibilities
12 between the AUTHORITY and the PARTICIPATING AGENCIES for the implementation of the
13 PROJECT; and
14 WHEREAS, the AUTHORITY's Board of ' Directors authorized funding for the PROJECT on
15 June 10, 2019; and
16 WHEREAS, the AUTHORITY's Board of Directors authorized this cooperative agreement on
17 August 12, 2019.
18 WHEREAS, the City of Costa Mesa's City Council approved this Agreement on the day of
19 , 20
20 WHEREAS, the City of Irvine's City Council approved this Agreement on the day
21 of _ , 20
22 WHEREAS, the City of Tustin's City Council approved this Agreement on the day
23 of , 20
24 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and the
25 PARTICIPATING AGENCIES as follows:
26 /
Page 3 of 14
L:\Camm\CLERICAL\WORDPROCWGRPP1AG91421,doex
IW
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
COOPERATIVE AGREEMENT NO. C-9-1421
RED HILL AVENUE — RTSSP
ARTICLE 1. COMPLETE AGREEMENT
A. This Agreement, including any attachments incorporated herein and made applicable by
reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this
Agreement between AUTHORITY and PARTICIPATING AGENCIES and it supersedes all prior
representations, understandings, and communications. The invalidity in whole or In part of any term or
condition of this Agreement shall not affect the validity of other term(s) or conditions(s) of this Agreement.
The above referenced Recitals are true and correct and are incorporated by reference herein.
B. AUTHORITY's failure to insist on any instance(s) of PARTICIPATING AGENCIES'
performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or
relinquishment of AUTHORITY's right to such performance or to future performance of such term(s) or
condition(s), and PARTICIPATING AGENCIES' obligation in respect thereto shall continue in full force
and effect. Changes to any portion of this Agreement shall not be binding upon AUTHORITY except when
specifically confirmed in writing by an authorized representative of AUTHORITY by way of a written
amendment to this Agreement and issued in accordance with the provisions of this Agreement.
C. PARTICIPATING AGENCIES' failure to insist on any instance(s) of AUTHORITY's
performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or
relinquishment of PARTICIPATING AGENCIES' right to such performance or to future performance of
such term(s) or condition(s), and AUTHORITY's obligation in respect thereto shall continue in full force
and effect. Changes to any portion of this Agreement shall not be binding upon PARTICIPATING
AGENCIES except when specifically confirmed in writing by an authorized representative of
PARTICIPATING AGENCIES by way of a written amendment to this Agreement and issued in
accordance with the provisions of this Agreement.
ARTICLE 2. SCOPE OF AGREEMENT
This Agreement specifies the roles and responsibilities of the Parties as they pertain to the
subjects and projects addressed herein. Both AUTHORITY and PARTICIPATING AGENCIES agree
J
L;\Camm\CLERICAL\WORDPROC\AGREEWG91421.docx
Page 4 of 14
COOPERATIVE AGREEMENT NO. C-9-1421
RED HILL AVENUE — RTSSP
1 that each will cooperate and coordinate with the other in all activities covered by this Agreement and any
2 other supplemental agreements that may be required to facilitate purposes thereof.
3 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
4 AUTHORITY agrees to the following responsibilities for funding of the PROJECT:
5 A. AUTHORITY shall implement the PROJECT based on the intent of the usage in the
6 APPLICATION prepared by the APPLICANT AGENCY in accordance with the policies and procedures
7 contained in the Comprehensive Transportation Funding Program (CTFP) guidelines.
8 B. AUTHORITY shall provide oversight to maintain inter jurisdictional traffic signal
9 operational integrity between PROJECT and other similar type projects not older than three (3) years.
10 C. AUTHORITY will act as the LEAD AGENCY and provide and file all documentation
11 necessary to comply with California Environmental Quality Act (CEQA) regulations for PROJECT.
12 D. AUTHORITY shall perform web -based public outreach activities for the project to
13 communicate major project milestones and results.
14 E. AUTHORITY shall provide formats, templates, and guidance in reporting requirements as
15 11 described in CTFP.
16 F. AUTHORITY, or agents of AUTHORITY, under this Agreement and upon closeout of
17 PROJECT, may perform a technical and/or field review to ensure that the CTFP guidelines, policies, and
18 procedures were followed. Such a review may be performed one hundred and eighty (180) days after the
19 PROJECT three-year grant period is complete. If the technical and or field review determines that any of
20 the activities performed are ineligible for CTFP funding, PARTICIPATING AGENCIES must reimburse
21 and return the amount of funding used to perform the ineligible activity to AUTHORITY.
22 G. AUTHORITY shall invoice the PARTICIPATING AGENCIES as identified in
23 APPLICATION and Attachment A for the dollar cash match at the end of the Primary implementation
24 phase or at a mutually agreed upon time to facilitate any respective AGENCY funding timeframes.
25 H, AUTHORITY shall request updates for the PROJECT as part of semi-annual review
26 process, including documentation of in -find match conforming to Attachment A and will include the
Page 5 of 14
L:\Camm\CLERICAL\WORDPROCWGREEWG91421.docx
COOPERATIVE AGREEMENT NO, C-9-1421
RED HILL AVENUE -- RTSSP
1 PROJECT in the list of active projects in OC Fund Tracker until completion of the three-year grant period.
2 Documents to be provided include, but are not limited to, payroll records, contracts, and purchase orders.
3 ARTICLE 4. RESPONSIBILITIES OF THE AUTHORITY AS PROJECT LEAD AGENCY
4 The AUTHORITY as the LEAD AGENCY agrees to the following responsibilities for the
5 implementation of the PROJECT:
6 A. AUTHORITY shall act as the LEAD AGENCY for the work necessary to manage, procure,
7 and complete the PROJECT as identified In APPLICATION.
8 B. To coordinate outreach with PARTICIPATING AGENCIES for PROJECT,
9 C. To collect all data necessary to provide new optimized timing plans including, but not
10 limited to, manual or video all movement counts at each PROJECT signalized intersection, and a mutually
11 agreed upon number and location of twenty-four (24) hour / seven (7) day automated machine traffic
12 counts with vehicle classification.
13 D. To develop and implement new timing plans optimized for signal synchronization.
14 E. To provide updated timing plans for all control systems and all relevant data used to
15 develop said plans to PARTICIPATING AGENCIES.
16 F. To prepare a "Before and After Study" for PROJECT as described in the Measure M2
17 Eligibility Guidelines adopted by the AUTHORITY. The "Before and After Study" for the project is
18 considered the equivalent of the required Project Final Report (Measure M2 Ordinance No, 3, Section
19 8.111,9) for PROJECT. The AUTHORITY shall provide the "Before and After Study" to the
20 PARTICIPATING AGENCIES in draft and final formats for review and comment.
21 AGENCY comments shall be noted in the final study. If specified in APPLICATION, AUTHORITY shall
22 provide a "Before and After Study" video of a representative portion of, PROJECT at up to two (2) public
23 meetings.
24 ARTICLE 5. RESPONSIBILITIES OF THE PARTICIPATING AGENCIES
25 PARTICIPATING AGENCIES agree to the following responsibilities for implementation and
26 funding of PROJECT:
Page 6 of 14
L:\Camm\CLERICAL\WORDPROC\AGREE\AG91421,doex
COOPERATIVE AGREEMENT NO. C-9-1421
RED HILL AVENUE — RTSSP
1 A. Provide a technical representative to meet and participate as a member of the
2 PROJECT's Traffic Forum.
3 B. To authorize the AUTHORITY to manage, procure, and implement all aspects of
4 PROJECT,
5 C. To participate and support PROJECT implementation within the timeframe outlined in
6 APPLICATION and consistent with the CTFP Guidelines adopted by AUTHORITY.
7 D. To provide AUTHORITY all current intersection as-built drawings, all current
8 intersections controller assembly plans as provided by the manufacturer and modified by Party since
9 original installation, local field master, local controller, and ATMS timing plans and other ITS related
10 data upon request.
11 E. To provide the local cash match and/or documentation for the in-kind services match
12 for PROJECT in accordance with Attachment A. Failure to provide local cash match and or evidence
13 of in-kind services match may result in the loss of future participation for competitive funding
14 opportunities.
15 F. PARTICIPATING AGENCIES that have included a dollar match as identified in
16 Attachment A shall provide payment for the dollar match to AUTHORITY within thirty (30) calendar
17 days of receipt of an invoice.
18 G. PARTICIPATING AGENCIES that have included an in-kind services match as identified
19 in Attachment A shall provide documentation of conformance as part of the semi-annual review process
20 or as requested lay the AUTHORITY.
21 H. To waive all fees associated with any local agency permits that may be required of the
22 consultant, sub consultants, and/or service or equipment providers in the performance of the PROJECT.
23 I. PARTICIPATING AGENCIES shall provide updates on PROJECT to AUTHORITY as
24 part of semi-annual review process until completion of the three-year PROJECT grant period. Documents
25 to be provided include, but are not limited to, payroll records, contracts, and purchase orders.
26 /
Page 7 of 14
L:\Camm\CLERICAL\WORDPROCWOREEWG91421,doox
COOPERATIVE AGREEMENT NO. C-9-1421
RED HILL AVENUE — RTSSP
1 J. PARTICIPATING AGENCIES shall, if specified in APPLICATION, continue Ongoing
2 Operations and Maintenance after the three-year grant period is complete and continue until the end of
3 the PROJECT per additional maintenance of effort in APPLICATION.
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 Officer 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. icor 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, and expenses including legal costs and attorney fees (collectively "Claims"), including but not
Page 8 of 14
L:\Oamm\CLERICAL\WORDPROC\AGREE\AG91421.doex
COOPERATIVE AGREEMENT NO. C-9-1421
RED HILL AVENUE — RTSSP
1 limited to Claims arising from injuries to or death of persons (PARTICIPATING AGENCIES' employees
2 included), for damage to property, including property owned by AUTHORITY, 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 Agreement: This Agreement shall be in full force and effect through
21 December 31, 2024,
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 14
L;1Camm1CLERICALIWORDPROCWGREE1AG91421.docx
COOPERATIVE AGREEMENT NO. C-9.1421
RED HILL AVENUE — 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 1 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. Legal Authority: AUTHORITY and PARTICIPATING AGENCIES hereto consent that 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. Severabillty: 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 Agreement: 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. Assignment: 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. Governing 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 14
L,\Camm\CLERICAL\WORDPROC\AGREE\AG91421.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
M
COOPERATIVE AGREEMENT NO. C-9-1421
RED HILL AVENUE -- RTSSP
K. Litination fees: Should litigation arise out of this Agreement for the performance thereof,
the court shall award costs and expenses, including attorney's fees, to the prevailing Party.
L, Notices: Any notices, requests, or demands made between the Parties pursuant to this
Agreement are to be directed as follows:
To COSTA MESA:
To AUTHORITY:
City of Costa Mesa
Orange County Transportation Authority
77 Fair Drive
550 South Main Street
Costa Mesa, CA 92626
P. O. Box 14184
Orange, CA 92863-1584
Attention: Shideel Muhammad
Attention: Venita Anderson
Senior Engineer
Senior Contract Administrator
Tel: (714) 754-5298
Tel: (714) 560-5427
Email: shirieel.muhammad .costamesaca.gov
E-mail:gnderson aaocta.net
To IRVINE:
To TUSTIN:
City of Irvine
City of Tustin
1 Civic Center Plaza
300 Centennial Way
Irvine, CA 92606
Tustin, CA 92780
Attention: Mark Ha
Attention: Krys Saldivar
Supervising Transportation Analyst
Public Works Manager — TraffictTransportation
Tei: (949) 724-6186
Tel: (714) 573-3172
Email: mha@ctyofiryine.orr
Email: ksaldivaraa,tustinca.org
M. Force Majeure: Either Party shall be excused from performing its obligations under this
Agreement during the time and to the extent that it is prevented from performing by an unforeseeable
cause beyond its control, including but not limited to: any incidence of fire, flood; acts of God;
commandeering of material, products, plants or facilities by the federal, state or local government; national
L:\Camm\CLERICAL\WORDPROC\AGREE\AG91421.doex
Page 11 of 14
�..
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
,<<� �.r 25
VNX
N
COOPERATIVE AGREEMENT NO, C-9-1421
RED HILL AVENUE — RTSSP
fuel shortage; or a material act or omission by the other Party, when satisfactory evidence of such cause
is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond
the control and is not due to the fault or negligence of the Party not performing.
This Agreement shall be made effective upon execution by all Parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-9-1421 to be
executed as of the date of the last signature below.
CITY OF COSTA MESA
By:
Katrina Foley
Mayor
Date:
ATTEST:
ORANGE COUNTY TRANSPORTATION AUTHORITY
By:
Darrell E. Johnson
Chief Executive Officer
Date:
APPROVAL RECOMMENDED:
By: By:
Brenda Green Kia Mortazavl
City Clerk Executive Director, Planning
Date: Date:
APPROVED AS TO FORM
BY:
Kimberly Hall Barlow
City Attorney
Date:
L,Kamm\CLERICALWORDPROCIAGREE\AG91421.dwx
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
..w
COOPERATIVE AGREEMENT NO. C-9.1421
RED HILL AVENUE — RTSSP
This Agreement shall be made effective upon execution by all Parties,
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No, C-9-1421 to be
executed as of the date of the last signature below.
CITY OF IRVINE
By:
Christina L Shea
Mayor
Date:
ATTEST:
BY:
Molly M. Perry
City Cleric
Date:
APPROVED AS TO FORM
Bv:
Jeffrey Melching
City Attorney
Date:
L;1Camm1CLERICALIWORDPROCWGREE1AG91421.docx
Page 13 of 14
WE
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
COOPERATIVE AGREEMENT NO. C-9-1421
RED HILL AVENUE — RTSSP
This Agreement shall be made effective upon execution by all Parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-9-1421 to be
executed as of the date of the last signature below.
CITY OF TUSTIN
By:
Charles E. Puckett
Mayor
Date:
ATTEST:
By:
City Clerk
Date:
APPROVED AS TO FORM
By:
David E. Kendig
City Attorney
Date:
L;\Camm\CLERICAL\WORDPROC\AGREEWG91421.doex
Page 14 of 14
COOPERATIVE AGREEMENT NO. C-9-1421
RED HILL AVENUE - RTSSP
ATTACHMENT A
DETAILED LOCAL MATCH COMMITMENT
SECTION 1: AGENCY TOTAL MATCH SUMMARY
*In-Idnd match may be converted to cash match if agency does not satisfy lnadnd match commlbnent by the end of the
respective phase. However, Cash Match is NOT allowed to be converted to In-kind match,
SECTION 2: MATCH BREAKDOWN (CASH VS IN-KIND SERVICES)
A. Cash Match
AGENCY
CASH MATCH
IN-KIND MATCH*
TOTAL MATCH
$ 99,120
City of Costa Mesa
Ongoing
$ 61,180
Ongoing
Ongoing
City of Tustin
on behalf of Caltrans)
Primary
Monitoring
Primary
Monitoring
Primary
Monitoring
$ 414,118
Implementation
&
Implementation
$
Implementation
&
AGENCY
Maintenance
Maintenance
Maintenance
City of
Irvine
$ 95,200
$ 3,920
$ 0
$ 95,200
$ 3,920
$ 99,120
$ 99,120
City of
Costa
$59,660
$1, 520
$ 4,180
$ 720
$63,840
$2,240
$ 61,180
$ 4,900
$ 66,080
Mesa
City of
Tustin
$ 239,218
1 $ 8,400
$ 0
$239,218T
$ 8,400
$ 247,618
$ 247,618
Caltrans
b
Tustin)
$ 5,080
F $1,120
$ 0
$ 5,080
$1,120
$ 6,200
$ 6,200
$ 399,158
F$
4,180$
$4,180::]-$
720
$ 403,338
$15,6$0
$414,118
$4,900
419 018
TOTAL
*In-Idnd match may be converted to cash match if agency does not satisfy lnadnd match commlbnent by the end of the
respective phase. However, Cash Match is NOT allowed to be converted to In-kind match,
SECTION 2: MATCH BREAKDOWN (CASH VS IN-KIND SERVICES)
A. Cash Match
AGENCY
FUNDING SOURCE
AMOUNT OF CASH CONTRIBUTION
City of Irvine
$ 99,120
City of Costa Mesa
$ 61,180
City of Tustin
$ 247,618
City of Tustin
on behalf of Caltrans)
$ 6,200
TOTAL
$ 414,118
Page A -1
COOPERATIVE AGREEMENT NO, C-9.1421
RED HILL AVENUE -- RTSSP
ATTACHMENT A
B, in -Kind Services
I Specific Improvements (List items and Cost):
Agency
Improvement
Date of
Construction
Expenditure
N/A
TOTAL*"
TOTAL
$ 0
ii. Stafl9ng Commitment
AGENCY
STAFF POSITION
TYPE OF SERVICE
TO PROJECT
NO. OF
HOURS
FULLY
BURDENED
TOTAL*"
HOURLY RATE
.
Transportation
Services Manager
Oversight
1
$ 200
$ 200
Associate Engineer
Project Manager
2
$150
$ 300
City of Costa
Mesa
Associate Engineer
Signal Timing, Design
4
$140
$ 560
Construction
Design, Field
32
$120
$ 3,840
Inspector
Inspection
.
City of Costa Mesa Total:
$ 4,900
TOTAL IN-KIND MATCH":
$ 4,900
**Total amount is the required pafticipation 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 oollecdvely 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 accoundng record
of personnel, hours at fully burdened rate Is expected to be included with the final submittal. Records will be su4f ad to
auditing.
Page A - 2