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AGREEMENT
This AGREEMENT, made and entered into by and between the CITY OF
ARCADIA, a municipal corporation in the County of Los Angeles (hereinafter refe red
to as CITY) and the COUNTY OF LOS ANGELES, a political subdivision of the State
of California (hereinafter referred to as COUNTY):
WITNESSETH
WHEREAS, Baldwin Avenue from Arboretum to Camino Real, Baldwin Avenue
from Longden Avenue to Live Oak Avenue, Colorado Street from Michillinda Avenue
to Colorado Boulevard, Duarte Road from Sunset Boulevard to 5th Avenue, Foothill
Boulevard from Michillinda Avenue to 5th Avenue, Huntington Drive from Michilli,nda
Avenue to 5th Avenue, Las Tunas Drive from Baldwin Avenue to Santa Anita Avenue,
Live Oak Avenue from Santa Anita Avenue to 6th Avenue, and Santa Anita Ave ue
from 210 Freeway to Longden. Avenue (hereinafter referred to as ARTERIALS) are
roadways that are or will soon become a part of the County's Traffic Si nal
Synchronization Program (hereinafter referred to as TSSP); and
WHEREAS, COUNTY previously completed a traffic signal controller upgrfade
project,which included installing new traffic signal timing using the COUNTY'S LACO-1 R
traffic signal controller firmware along ARTERIALS; and
WHEREAS, CITY subsequently installed a central traffic control system called
TransSuite for the purpose of monitoring and controlling its traffic signals from a remote
location; and
WHEREAS, COUNTY assisted CITY with the installation of TransSuite by changing
the traffic signal timing from the COUNTY'S LACO-1 R traffic signal controller firmware
to the COUNTY'S LACO-4E traffic signal controller firmware along ARTERIALS; and
WHEREAS, CITY is responsible for the operation and maintenance of the trIfFc
signals and signal systems for the intersections; and
WHEREAS, CITY and COUNTY are each responsible for their jurisdicti nal
portion of the operation and maintenance of the traffic signals and signal syst ms
along each of the ARTERIALS; and
WHEREAS, CITY and COUNTY have previously cooperated in carrying out
traffic signal synchronization projects including the development and implementa ion
of BASIC and COORDINATION TRAFFIC SIGNAL TIMING on ARTERIALS; and
WHEREAS, BASIC TRAFFIC SIGNAL TIMING involves the timing parameters
for the general operation of a traffic signal, which typically include, but is not limited
to, defining the phases, attributes, and timing values for each permitted phase,
pedestrian movement, and assigning detection; and
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WHEREAS, COORDINATION TRAFFIC SIGNAL TIMING involves the iming
parameters that allow multiple traffic signals to be synchronized with each ther,
which__typically include defining coordination cycle lengths, offsets, and time f day
operations for each traffic signal coordination plan; and
WHEREAS, CITY and COUNTY desire to memorialize their understanding
regarding their relative rights, obligations, and duties with respect to traffic ignal
timing; and
NOW, THEREFORE, in consideration of the mutual benefits to be deny d by
CITY and COUNTY and of the promises herein contained, it is hereby agreed as fo lows:
(1) COUNTY AGREES:
a. Nothing in this AGREEMENT shall be construed as changing the rl le of
COUNTY in operating and maintaining the traffic . signals and signal
systems within CITY'S jurisdiction.
b. As a part of construction of individual TSSP projects and various
traffic signal improvements, to develop and implement COORDINA ION
TRAFFIC SIGNAL TIMING along the. ARTERIALS that will im rove
arterial traffic conditions and traffic flow, thereby saving motorists time
and improving air quality.
,
c. To not alter BASIC or COORDINATION TRAFFIC SIGNAL TIMING at CITY
traffic. signals without prior written approval from CITY. In the vent
that COUNTY alters BASIC or COORDINATION TRAFFIC.SIGNAL TIMING
at CITY traffic signals following prior written approval by the CITY, CO NTY
shall provide CITY with updated traffic signal timing sheets reflecting
the changes made. If CITY believes COUNTY improperly or negligently
altered BASIC or COORDINATION TRAFFIC SIGNAL TIMING at CITY
traffic signals, CITY shall notify COUNTY in writing within thirty (30) days
of the receipt of such updated traffic signal timing sheets concernin the
CITY traffic signals. Should CITY fail to so notify.COUNTY, CITY sh II be
deemed to have accepted and approved the timing alterations performed
by COUNTY.
d. Subsequent to CITY'S approval in Section 1(c) above, and upon receipt of
a Service Request from CITY pursuant to,the terms and conditions of
the County/City General Service Agreement 77545 (or whichever
General: Service Agreement between the CITY and COUNTY, or
equivalent agreement between the CITY and COUNTY, is in effect) to
review, observe and, if necessary, recommend. revisions to and/or
modify BASIC and/or COORDINATION TRAFFIC SIGNAL TIMING at PITY
traffic signals. If revisions are required, COUNTY will provide CIT1 with
updated signal timing sheets to enable CITY to maintain a current copy.
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(2) CITY AGREES:
a. Nothing in this AGREEMENT shall be construed as changing the role of CITY
in operating and maintaining the traffic signals within CITY'S jurisdiction.
b. To be solely responsible for maintaining the BASIC TRAFFIC SIGNAL
TIMING for the intersections within the jurisdictional boundary of CITY.
c. To inform COUNTY of any changes made to the BASIC TRAFFIC
SIGNAL TIMING and/or COORDINATION TRAFFIC SIGNAL TIMING that
may impact the coordination of CITY traffic signals.
d. To maintain the COORDINATION TRAFFIC SIGNAL TIMING along
ARTERIALS to promote coordinated traffic operations and
multi jurisdictional cooperation and improve arterial traffic condi ions
and to make the COUNTY aware of any changes implemente to
the COORDINATION TRAFFIC SIGNAL TIMING that may impact the
coordination of the traffic signals along the ARTERIALS.
e. If. CITY believes COUNTY improperly or negligently revised BASIC
or COORDINATION TRAFFIC SIGNAL TIMING at CITY traffic signals
pursuant to Section 1(c) hereinabove, CITY shall notify COUNTY in
writing within thirty (30) days of the CITY'S receipt of updated traffic
signal timesheets from the COUINTY after completion of COUNTY'S
work on the CITY traffic signals. Should CITY fail to so notify COUNTY, CITY
shall be deemed to have accepted and approved the timing
revisions performed by COUNTY.
f. To inform the COUNTY of new traffic signal installations and any
traffic signal modifications that would affect the COORDINATION
TRAFFIC SIGNAL TIMING.
g. Following CITY'S acceptance and approval of timing revisions perfor ed
by COUNTY, to accept full and complete ownership of, responsi ility
for, and to maintain in good condition and at CITY expense all
improvements constructed through individual TSSP projects within CITY'S
jurisdiction, including the BASIC and COORDINATION TRAFFIC SIGNAL
TIMING on ARTERIALS that supports coordination timing and optimum
synchronization of traffic signals on ARTERIALS.
h. If CITY desires COUNTY to observe, recommend revisions to, and/or
modify the traffic signal timing at CITY traffic signals, to submit to COUNTY
a Service Request pursuant to the terms and conditions of the County/City
General Service Agreement 77545(or whichever General Service Agreement
between the CITY and COUNTY, or equivalent agreement between the CITY
and COUNTY, is in effect).
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i. To ensure the traffic signal timing sheets located in the cabinet for •ITY
traffic signals at each intersection contain the most recently inst.Iled
version of the BASIC and COORDINATION TRAFFIC SIGNAL TIMING and
accurately reflect all changes made to CITY traffic signals.
(3) IT IS MUTUALLY UNDERSTOOD AND AGREED AS FOLLOWS:
a. This AGREEMENT does not constitute any financial commitment
between CITY and COUNTY.
b. Nothing in this AGREEMENT shall be construed as changing the rol of
CITY in operating and maintaining CITY traffic signals.
c. The term of this AGREEMENT shall commence on the date it is executed
by the last of CITY and COUNTY and shall continue until any party
terminates it upon thirty (30) calendar days prior written notice to the other
Party.
d. Any additions, deletions, or modifications to this AGREEMENT shal be
approved by the governing bodies of CITY and COUNTY, or heir
designees.
e. Any correspondence, communication, or contact concerning this
AGREEMENT shall be directed to the following:
CITY: Mr. Philip A. Wray
City Engineer
Deputy Director of Development Services
City of Arcadia
240 West Huntington Drive
Arcadia, CA 91007
COUNTY: Ms. Gail Farber
Director of Public Works
County of Los Angeles
Department of Public Works
P.O. Box 1460
Alhambra, CA 91802-1460
f. CITY and COUNTY acknowledge and recognize that the improvem-nts
contemplated by this AGREEMENT provide significant regional and t•cal
benefits with respect to reducing traffic congestion. CITY and COUNTY
further acknowledge and recognize that the cost of defending claims and
lawsuit arising from the improvements contemplated by this AGREEMENT
is paid for by public monies and both Parties share an interest in reducing
the amount of public monies spent on defending claims and lawsuits
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where possible without prejudicing their respective defenses.
g. In the event that a claim or lawsuit is brought against CITY and COUNTY
based on the allegation that the design, construction, maintenance, or
operation of the improvements constructed under this AGREEM NT
proximately caused injuries or damage, CITY and COUNTY agre to
cooperate as much as reasonably possible with respect to defen ing
the claim or lawsuit without causing prejudice to their respective
defenses to the claim or lawsuit. Upon receipt of the claim or law uit,
the CITY and COUNTY, through their respective agents if appropr ate,
shall promptly investigate the matter. CITY and COUNTY shall then eet
and confer promptly regarding whether a joint defense is appropriate r if
one party should tender its defense and indemnification to the other Pa y.
h. In the event that CITY and COUNTY cannot agree regarding a point
defense or a tender of defense and indemnification, CITY and COU TY
agree to meet and confer promptly with respect to (1) entering into a
tolling agreement with respect to any claims they may have against
each other, and (2) submitting to mediation regarding any claims they
may have against each other, which mediation will take place before a
third party neutral selected by the parties. CITY and COUNTY agree to rpeet
and confer as set forth in the preceding sentence to the extent possible prior
to presenting claims or filing cross-complaints for indemnity against
each other. CITY and COUNTY agree to toll all applicable statute of
limitations for a reasonable period of time if necessary for CITY and
COUNTY to meet and confer prior to the time to present a claim or file a
cross-complaint for indemnity.
i. Neither COUNTY nor any officer, supervisor, agent, or employee of
COUNTY shall be responsible for any damage or liability occurrin0 by
reason of any act or omission on the part of CITY under or in connection
with any work, authority, or jurisdiction delegated to, assumed b ;, or
determined to be the responsibility of CITY under this AGREEMNT.
Pursuant to Government Code Section 895.4, CITY will defend, indemnify,
and hold harmless COUNTY with respect to any claim or action broight
by a third Party for damages arising from an injury(as defined by Govern ent
Code, Section 810.8) allegedly arising from any act or omission on the
part of CITY under or in connection with any work, authority, or jurisdiction
delegated to or determined to be the responsibility of CITY under this
AGREEMENT. To the extent that any such claim is not otherwise subject
to paragraph (3)(j) below, then where a third party brings a claim or action
seeking damages for injury(as defined by Government Code Section 810.8)
under Government Code Section 830, et seq. based on an all ged
dangerous condition of property owned by or under the control of CITY, CITY
will defend, indemnify, and hold harmless COUNTY as to such claim or
action.
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j. Neither CITY nor any officer, supervisor, agent, or employee of ITY
shall be responsible for any damage or liability occurring by reason of
any act or omission on the part of COUNTY under or in connection with
any work, authority, or jurisdiction delegated to or determined to be
the responsibility of COUNTY under this AGREEMENT. Pursuant to
Government Code Section 895.4, COUNTY shall defend, inderr nify
and hold harmless CITY with respect to any claim or action brought by
a third party for damages arising from an injury (as defined by
Government Code, Section 810.8) allegedly arising from any ac or
omission on the part of COUNTY under or in connection with any
work, authority, or jurisdiction delegated to or determined to be the
responsibility of COUNTY under this AGREEMENT.
k. It is understood and agreed that the provisions of this AGREEMENT
shall supersede and control over any inconsistent provisions in the
Assumption of Liability Agreement 32046 between CITY and COU TY,
adopted by the Board of Supervisors on December 27, 1977, and currently
in effect.
I. This AGREEMENT constitutes the entire, final and integrated agree ent
between the parties hereto pertaining to the subject matter hereof and ully
supersedes all prior negotiations, understandings, representati ns,
warranties and agreements between the parties hereto, or any of t em,
pertaining to the subject matter hereof of this AGREEMENT.
m. If any material provision of this AGREEMENT is determined by a court of
competent jurisdiction to be illegal, invalid, or unenforceable, then any
party shall have the right to seek restitution and rescission of the
AGREEMENT in its entirety.
n. The parties hereto, and each of them, represent and declare that they
have carefully read this AGREEMENT and know the contents the eof,
and that each has signed the AGREEMENT freely and voluntarily.
o. This AGREEMENT has been negotiated and entered into in the Sta e of
California, and shall be governed by, construed, and enforce• in
accordance with the internal laws of the State of California, without re•ard
to provisions concerning choice or conflict of law.
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o ; :
IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT be
executed by their respective officers, duly authorized by the CITY OF ARCADIA
on N oveMber 3 , 2015, and by the COUNTY OF LOS ANGELES on V2ceMber I13 ,
2015.
COU Y OF • . L ES
i / ii,
BA/ 'ie
Director of Public Works
APPROVED AS TO FORM:
MARY C. WICKHAM
County Counsel
By 4(M------
Deputy
CITY OF ARCADIA
13/...±.
y ' 1,-
mominic Lazz. 7:
City Manager
ATTEST:. APPROVED AS TO FORM:
r
BY I, 1.1/I. 1 /. ..
_,1 .,ity lerk ' - ` Stephen P. Deitsch
/' City Attorney
P:\TLPUB\TRAFFIC\2015\FOOTHILL BL\TSSP COO AGRMNT ARCADIA FINAL.DOC
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