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HomeMy WebLinkAboutC-3026 zo 46 \\ "(40 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 • Page 1 of 7 • 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. • Page2of7 (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). Page 3 of 7 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 Page 4 of 7 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. Page 5 of 7 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. Page 6 of 7 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 Page 7of7 . „ • . • .. • " „ 4 • :• , ,'41• 1 t - •