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San Bernardino County Transportation Authority A2017-077A2017-077 Al Cooperative Agreement No. 16-1001387 COOPERATIVE AGREEMENT NO. 16-1001387 BETWEEN SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY AND THE CITY OF CHINO HILLS FOR SAN BERNARDINO VALLEY COORDINATED TRAFFIC SIGNAL SYSTEM Operation and Maintenance (LOCAL AGENCY RETIMING) THIS Cooperative Agreement (hereinafter "AGREEMENT") is made and entered into by and between the San Bernardino County Transportation Authority (hereinafter referred to as "AUTHORITY") and the City of Chino Hills, (hereinafter "CITY"). CITY and AUTHORITY may be referred to herein as a "PARTY" and collectively "PARTIES". RECITALS A. WHEREAS, on September 1, 1999, the AUTHORITY approved development of the San Bernardino Valley Coordinated Traffic Signal System (SBVCTSS) to be implemented over a 10 -year period. AUTHORITY worked with CITY, California Department of Transportation ("Caltrans"), and other local agencies to implement a multijurisdictional plan for interconnecting and coordinating traffic signals in the San Bernardino Valley. The goal of the SBVCTSS is to decrease arterial travel times, congestion and pollution; B. WHEREAS, in 2002 starting with the SBVCTSS Master Plan, PARTIES, Caltrans and the other local agencies implemented signal coordination on major arterial corridors on a valley -wide scale in various phases designated as Tiers 1, 2, 3 and 4, and included over 1,250 signalized intersections controlled by fifteen (15) cities, the County of San Bernardino and Caltrans. Both the Tiers 1 and 2 phase (completed in 2008) and Tiers 3 and 4 phase (completed in 2012), at system "turn -on", showed significant improvements in arterial travel times and reductions in stops and delays; C. WHEREAS, in July 2011, the AUTHORITY entered into individual Memorandums of Understanding (MOU) with other local agencies, which define the roles and responsibilities for the continual operation and maintenance of the SBVCTSS; these MOUs are collectively known as AUTHORITY's MOU C11223; D. WHEREAS, the PARTIES desire that this Cooperative Agreement supersede MOU C11223; E. WHEREAS, the SBVCTSS is an intricate system requiring constant monitoring and maintenance to ensure maximum benefits; Page 1 of 12 Cooperative Agreement No. 16-1001387 F. WHEREAS, to obtain maximum benefit of the systems, the PARTIES would like to enter into this Agreement to ensure the SBVCTSS continues to operate in an efficient manner, including maintaining traffic signal coordinated timing across jurisdictional boundaries, in a continual effort to reduce delays and improve travel times, mobility and air quality in the San Bernardino Valley; G. WHEREAS, to assist in obtaining the maximum benefit of the system, the PARTIES wish to work in partnership.to maintain the system corridors listed in Table 1 attached hereto, by conducting a periodic assessment (hereinafter referred to as "Assessment Program"); H. WHEREAS, industry standards recommend timing to be updated every 3 to 5 years depending on changes in traffic volumes and patterns and roadway geometric improvements, and without updating the coordinated timing the benefits of SBVCTSS diminish; I. WHEREAS, to obtain the benefit of updated coordinated timing, the PARTIES propose updating and implementing revised timing plans for the SBVCTSS corridors listed in Table 2 attached hereto, including Caltrans owned signals on these corridors, although items listed as 4 and 5 on Table 2 are optional and will be included in the Timing Project at the CITY's sole discretion (hereinafter referred to as `Timing Project"); J. WHEREAS the SBVCTSS may require unique support services not normally provided by CITY to address major SBVCTSS coordination issues (hereinafter referred to as "Support Services"); K. WHEREAS, PARTIES want to continue operation and maintenance of the SBVCTSS for another three (3) years with an option to extend two (2) more years to ensure the SBVCTSS continues to operate as planned in an efficient manner, with communication and cooperation among AUTHORITY and CITY, to maintain the benefits the system affords to the traveling public; and L. WHEREAS, this AGREEMENT does not transfer ownership nor does it transfer any legal responsibilities associated with ownership, operation and maintenance of the existing and future improvements from current owners unless specifically stated below. NOW, THEREFORE, the PARTIES agree as follows: EFFECTIVE DATE/TERM THIS AGREEMENT shall be effective as of the date executed by AUTHORITY and shall terminate when the AUTHORITY's annual reimbursement as described in Section III, Subsection C is complete or five (5) years after execution date whichever is earlier, unless earlier terminated in accordance with this Agreement or by mutual agreement. The indemnification and defense obligations and any other terms that contemplate obligations lasting beyond the termination date shall survive termination of this Agreement. Page 2 of 12 Cooperative Agreement No. 16-1001387 III. AUTHORITY RESPONSIBILITIES: AUTHORITY agrees: A. To be the lead agency for the Assessment Program and Support Services, including the selection and retention of consultants, contractors, and coordination with the other Local Agencies for the Assessment Program and Support Services. Performance of services under these consultant and/or contractor contracts shall be subject to the technical direction of the AUTHORITY's Director of Project Delivery, or his designee, with input and consultation from CITY. B. In support of the PROJECT, to; i. Reimburse the CITY for 50% of the funding for the CITY -incurred Timing Project costs up to a maximum cost of $2,000 per signal. The Timing Project costs may include CITY management costs as described in Section IV.B. The total Timing Project costs are estimated at $136,000. It is understood that CITY may expend more than $136,000 for the Timing Project, but AUTHORITY's reimbursement to CITY shall not exceed $68,000 of such costs (50% of $136,000). Further, the AUTHORITY's funding of the Timing Project will be limited to the extent of available funding. C. To administer the Assessment Program, to: Provide a $500 annual reimbursement to the CITY for each CITY signal on the SBVCTSS corridors listed in Table 1 found to be coordinated as described in Attachment A during AUTHORITY's semi-annual assessment. The AUTHORITY will provide the annual reimbursement for three years, with an option, at AUTHORITY's sole discretion, to extend the period by an additional two years, from the date AUTHORITY deems the corridor coordinated. For a corridor found not coordinated as described in Attachment A for two consecutive assessments, the CITY will not receive the annual reimbursement for the corridor and will not have the annual reimbursement reinstated until the corridor is found to be coordinated in a subsequent assessment. ii. Perform and fund 100% of the semi-annual assessment as described by Attachment A. D. As the lead of the Support Services, to: Provide and fund 100% of the cost for on-call Support Services to assist the CITY on a case-by-case basis to address major traffic signal coordination and related communication system issues on the SBVCTSS corridors listed in Table 1 that cannot be resolved by the CITY. Support Services includes training, a maximum of once per year, for CITY staff in the use and maintenance of coordinated traffic signal system equipment and software. These extra Support Services will be considered upon written request from the CITY to AUTHORITY, and if granted at the discretion of the AUTHORITY, will not alleviate the CITY's responsibility for Page 3 of 12 Cooperative Agreement No. 16-1001387 daily operations and maintenance of the signal timing equipment and communications. E. To designate a Project Manager to represent AUTHORITY through whom all communications with the CITY shall be channeled. F. To perform the services in accordance with State and Federal standards and practices as applicable. G. To assist in responding to public inquiries regarding the signal timing plans for the corridors. H. To be responsible for its own administrative and management cost for the Timing Project, Assessment Program and Support Services. CITY'S RESPONSIBILITIES CITY agrees: A. To be the lead agency for the Timing Project, including the selection and retention of consultants, contractors, and coordination with other Local Agencies. Performance of services under these consultant and/or contractor contracts shall be subject to the technical direction of the CITY's City Engineer, or his designee, with input and consultation from AUTHORITY., B. To provide 50% of the Timing Project cost and 100% of cost that exceeds $2,000 per signal from sources at the discretion of the CITY, such as Local Funds, Measure I Valley Major Street or Measure I Local Street. The Timing Project cost may include a CITY management cost not to exceed 10% of Signal System Consultant cost. The total CITY's contribution is estimated at $68,000. The CITY's funding of the Timing Project will be limited to the extent of available funding. C. As the lead of the Timing Project, to: Provide AUTHORITY with a schedule to complete the Timing Project. ii. Implement revised timing plans. iii. Provide AUTHORITY with the signal coordinated timing plan, and the Before and After Study results. D. In support of the Assessment Program, to; is Provide read-only remote access to AUTHORITY's consultant to CITY's Central System to assess communication and coordination of SBVCTSS corridors. ii. Provide, maintain and operate traffic signal communication equipment between traffic signals, the Traffic Management Center as well as remote access to CITY's Traffic Management Center. iii. For a corridor found not coordinated as described in Attachment A for two consecutive assessments, the CITY acknowledges it will not receive the Page 4 of 12 Cooperative Agreement No. 16-1001387 annual reimbursement for the corridor and will not have the annual reimbursement reinstated until the corridor is found to be coordinated in a subsequent assessment. E. In support of Support Services, to; Request in writing to AUTHORITY on-call support services to assist the CITY on a case-by-case basis to address major traffic signal coordination and related communication system issues on SBVCTSS corridors eligible for reimbursement as listed in Table 1 that cannot be resolved by the CITY. These extra services will be considered upon written request and justification from the City to AUTHORITY, and if granted at the discretion of the AUTHORITY, would not alleviate the CITY's responsibility for daily operations and maintenance of the signal timing equipment and communications. D. To maintain a common time source (either a GPS time clock, or other highly accurate time source) at the appropriate local controller system, field master traffic signal controller or centralized control center for its signals along SBVCTSS arterials identified in Table 1 and shall resynchronize the system clock time at 12:00 midnight each day. E. If modifying existing signalized intersection or constructing new signalized intersection on a coordinated signal system corridor, CITY shall be responsible for providing traffic signal control equipment, traffic signal communications equipment and a signal timing plan that is compatible with such'corddor. F. To be responsible for funding for the on-going monitoring, maintenance and timing adjustments of SBVCTSS signals within CITY's jurisdiction. G. To provide the AUTHORITY with updated timing plans when timing adjustments are made. H. To designate a responsible staff member who will be CITY's representative in attending meetings, receiving communication, and reviewing the Timing Project and Assessment documents. I. To be the lead on responding to public inquiries regarding the signal timing plans for the corridors within the CITY's jurisdiction. MUTUAL RESPONSIBILITIES A. To cooperate and coordinate with all PARTIES, adjacent Cities, Caltrans, County of San Bernardino and other jurisdictions, their staff, contractors, consultants and vendors in providing the services and responsibilities required under this AGREEMENT to the extent practicable with respect to the performance hereunder. B. To work together in good faith, using reasonable efforts to resolve any issues, changes or disputes arising out of this AGREEMENT. C. The Timing Project can be completed in total or in phases depending on the available funding from both PARTIES. Page 5 of 12 Cooperative Agreement No. 16-1001387 D. Neither CITY nor any officer, director, employee or agent thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by AUTHORITY under or in connection with any work, authority or jurisdiction delegated to AUTHORITY under this AGREEMENT. It is understood and agreed that, pursuant to Government Code Section 895.4, AUTHORITY shall fully defend, indemnify and save harmless CITY its officers, directors, employees or agents from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done., by AUTHORITY under or in connection with any work, authority or jurisdiction delegated to AUTHORITY under this AGREEMENT. E. Neither AUTHORITY nor any officer, director, employee or agent thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction delegated to CITY under this AGREEMENT. It is understood and agreed that, pursuant to Government Code Section 895.4, CITY shall fully defend, indemnify and save harmless AUTHORITY its affiliated entities, members officers, directors, employees or agents from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction delegated to CITY under this AGREEMENT. "Its affiliated entities" as used herein shall mean the San Bernardino Associated Governments, the San Bernardino County Transportation Commission, the San Bernardino County Service Authority for Freeway Emergencies and the San Bernardino County Congestion Management Agency. F. CITY is a public entity with Public Officials Errors and Omissions Liability, General Liability and Automobile Liability policies of $ 20 million each and Workers' Compensation insurance coverage in the statutory limits, to protect against liabilities arising out of the performance of the terms, conditions or obligations of this AGREEMENT, or through self-insurance in accordance with applicable provisions of California law. CITY shall contractually require any contractor or consultant retained to perform Timing Project work to maintain sufficient insurance coverage and to name AUTHORITY as an additional insured under its Commercial General Liability and Automobile Liability Insurance Policies. If CITY fails to maintain the required insurance coverage, AUTHORITY reserves the right to terminate the AGREEMENT or purchase such additional insurance and bill CITY or deduct the cost from any payments owed to CITY. G. AUTHORITY is a public entity with Professional Liability, General Liability and Automobile Liability policies of $10,000,000 each and Workers' Compensation insurance coverage in the statutory limits, to protect against liabilities arising out of the performance of the terms, conditions or obligations of this AGREEMENT. AUTHORITY shall contractually require any contractor or consultant retained to perform Assessments or Support Services to maintain sufficient insurance Page 6of12 Cooperative Agreement No. 16-1001387 coverage and to name CITY as an additional insured under its Commercial General Liability and Automobile Liability Insurance Policies. H. All PARTIES hereto warrant that they are duly authorized to execute this AGREEMENT on behalf of said PARTIES and that, by so executing this AGREEMENT, the PARTIES hereto are formally bound to this AGREEMENT. I. Except on subjects preempted by Federal law, this AGREEMENT shall be governed and construed in accordance with the laws of the State of California. All PARTIES agree to follow all local, state, county and federal laws and ordinances with respect to performance under this AGREEMENT. J. The PARTIES agree that each PARTY and any authorized representative, designated in writing to the PARTIES, and upon reasonable notice, shall have the right during normal business hours to examine all PARTIES' financial books and records with respect to this AGREEMENT. The PARTIES agree to retain their books and records for a period of five (5) years from the later of; (a) the date on which this AGREEMENT terminates; or (b) the date on which such book or record was created. K. If any clause or provision of this AGREEMENT is found by a court of competent jurisdiction to be illegal, invalid or unenforceable under applicable present or future laws, then it is the intention of the PARTIES that the remainder of this AGREEMENT shall not be affected but shall remain in full force and effect. L. This AGREEMENT can be amended with a written amendment when agreed upon and duly authorized to be executed by all PARTIES. Facsimile signatures will be permitted. M. In the event of litigation arising from this AGREEMENT, each PARTY to this AGREEMENT shall bear its own costs, including attorney(s) fees. This paragraph shall not apply to the costs or attomey(s) fees relative to paragraphs D and E of this Section. N. This AGREEMENT may be signed in counterparts, each of which shall constitute an original. O. Any notice required or authorized to be given hereunder or any other communications between the PARTIES provided for under the terms of this AGREEMENT shall be in writing, unless otherwise provided for herein, and shall be served personally, by reputable courier; by postage -paid and certified United States Mail (return receipt requested) or by facsimile addressed to the relevant party at the address/fax number stated below. P. Notice given under or regarding this AGREEMENT shall be deemed given (a) upon actual delivery, if delivery is personally made or by fax or private courier; or (b) upon . deposit into the United States Mail, postage paid and certified (return receipt requested), if properly addressed. Notice shall be sent to the respective Party at the address indicated below or to any other address as a Party may designate from time to time by a notice given in accordance with this paragraph. Page 7 of 12 Cooperative Agreement No. 16-1001387 a. If to CITY City of Chino Hills 14000 City Center Drive Chino Hills, CA 91709 Attention: Konradt Bartlam Title: City Manager b. If to AUTHORITY: San Bernardino County Transportation Authority 1170 West 3rd Street, 2nd Floor San Bernardino, CA 92410 Attention: Garry Cohoe Director of Project Delivery Q. The Recitals stated above are true and correct and are incorporated by this reference into the AGREEMENT. R. Tables 1 and 2 and Attachment A are attached to and incorporated into this AGREEMENT. SIGNATURES ON THE FOLLOWING PAGE: Page 8 of 12 Cooperative Agreement No. 16-1001387 SIGNATURE PAGE TO COOPERATIVE AGREEMENT NO. 16-1001387 BETWEEN SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY AND THE CITY OF CHINO HILLS SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY By: W Raym d W. Wolfe Executive Director Date: APPROVED AS TO FORM: By: 7 1$117 Eileen Mo g an Teichert General Counsel CITY OF CHINO HILLS By: Ra Marquez, Mayor Attest: Cheryl Ba z, City erk Date: APPROVED AS TO FORM.- By: ORM: By: a_o Mark D. Hensl City Attorney Page 9 of 12 Cooperative Agreement No. 16-1001387 TABLE 1 1 Chino Hills Parkway Walnut Creek to Eucalyptus Avenue 8 and Commons Drive 2 Peyton Drive Rock Springs to Chino Ave 3 3 Peyton Drive Grand Ave to Glen Ridge Drive 9 4 Soquel Canyon Road Pinehurst Drive to Pomona Rincon, 6 and Fairfield Ranch 5 Butterfield Ranch Road Picasso Drive to Brookwood Lane 8 rX1 7 8 9 10 11 12 13 Total Number of Signals I 34 Note: Traffic signals added to an "Arterial Street" within the "Limits" as described by Table 1 after the execution of this Agreement may be added to Table 1 without an amendment. Page 10 of 12 Cooperative Agreement No. 16-1001387 Table 2 1 Chino Hills Parkway Walnut Creek to Eucalyptus 8 Avenue and Commons Drive 2 Peyton Drive Rock Springs to Chino Avenue 3 3 Peyton Drive Grand Avenue to Glen Ridge Drive 9 4 Soquel Canyon Rd. Pinehurst Drive to Pomona 6 Rincon, and Fairfield Ranch 5 Butterfield Ranch Road Picasso Drive to Brookwood Lane 8 rA 8 9 10 11 13 Total Number of Signals ( 34 Note: Traffic signals added to an "Arterial Street' within the "Limits" as described by Table 2 after the execution of this Agreement may be added to Table 2 without an amendment. Page 11 of 12 Cooperative Agreement No. 16-1001387 Attachment A Semi -Annual Assessment Criteria A corridor is deemed to be coordinated and in compliance to receive the annual reimbursement per signal if the following criteria are met: A. Traffic signal communication equipment between traffic signals and the Traffic Management Center, if operational at the completion of SBVCTSS Tiers 1 thru 4, and remote access to CITY's Traffic Management Center are functional. B. The traffic signal coordination plan is implemented; the coordination plan cycle length and the timing offset between signals are per the traffic signal coordination plan. The following issues will be taken into consideration when determining compliance: A. Communication failures caused by a third party, such as the communication provider. B. When an isolated traffic signal(s) on a corridor is brought in compliance in the following semi-annual assessment, while a different isolated traffic signal(s) is found to be out of compliance in the same semi-annual assessment. Page 12 of 12