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Resolution No. 2012-154RESOLUTION NO. 2012-154 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A COOPERATIVE AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND THE COUNTY OF LOS ANGELES FOR TRAFFIC SIGNAL SYNCHRONIZATION WHEREAS, the City of Vernon has been working with the Los Angeles County Department of Public Works (the "County") on the proposed synchronization of the 37th Street/Bandini Boulevard corridor from Alameda Street to Pennington Way as part of a Metropolitan Transit Authority funded project to synchronize and upgrade traffic signals along various corridors (the "Project"); and WHEREAS, the County and the.City desire to enter into a cooperative agreement setting forth the terms and conditions under which the Project will be performed (the "Agreement"); and WHEREAS, by memo dated July 25, 2012, the Director of Community Services & Water has recommended that the Agreement for the Project be approved. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Agreement with the County of Los Angeles, in substantially the same form as the copy which is attached hereto as Exhibit A. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute the Agreement for, and on behalf of, the City and the City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby instructs the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized, including but not limited to, any nonsubstantive changes to the Agreement attached herein. SECTION 5: The City Council of the City of Vernon hereby directs the City Clerk, or the City Clerk's designee, to give a fully executed Agreement to the County of Los Angeles. SECTION 6: The City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk of the City of Vernon shall cause this resolution and the City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 7th day of August, 2012. Name: William J. Davis Title: a%Py/ Mayor Pro-Tem - 2 - STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2012-154, was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, August 7, 2012, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of August, 2012, at Vernon, California. (SEAL) Clerk - 3 - EXHIBIT A AGREEMENT This AGREEMENT, made and entered into by and between the CITY OF VERNON, a municipal corporation in the County of Los Angeles, hereinafter referred to as CITY, and the COUNTY OF LOS ANGELES, a political subdivision of the State of California, hereinafter referred to as COUNTY: WITNESSETH WHEREAS, 38 TH Street/ 37 TH Street/Bandini Boulevard from Alameda Street to Pennington Way, Atlantic Boulevard from the 710 Freeway to 52nd Drive, and Santa Fe Av from 25th Street to 55th Street (hereinafter referred to as ARTERIALS), are roadways that are or will soon become a part of the County's Traffic Signal Synchronization Program (hereinafter referred to as TSSP); and WHEREAS, CITY and COUNTY are each responsible for their jurisdictional portion of the operation and maintenance of the traffic signals and signal systems along each of the ARTERIALS; and WHEREAS, CITY and COUNTY have previously cooperated in carrying out traffic signal synchronization projects including the development and implementation 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 WHEREAS, COORDINATION TRAFFIC SIGNAL TIMING involves the timing parameters that allow multiple traffic signals to be synchronized with each other, which typically include defining coordination cycle lengths, offsets and time of day operations for each traffic signal coordination plan; and WHEREAS, COUNTY and CITY desire to memorialize their understanding regarding their relative rights, obligations, and duties with respect to the TSSP. NOW, THEREFORE, in consideration of the mutual benefits to be derived by CITY and COUNTY and of the promises herein contained, it is hereby agreed as follows: Page 1 of 7 (1) COUNTY AGREES: a. Nothing in this AGREEMENT shall be construed as changing the role 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, to develop and implement TRAFFIC SIGNAL COORDINATION TIMING along the ARTERIALS that will improve 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 approval from CITY. In the event that COUNTY alters BASIC or COORDINATION TRAFFIC SIGNAL TIMING at CITY traffic signals following prior approval by the CITY, COUNTY 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 30 days of the 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 alterations performed by COUNTY. d. Subsequent to CITY'S approval in 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 No. 77566, (or whichever General Service Agreement between the COUNTY and CITY, or equivalent agreement between the COUNTY and CITY, is in effect) to review, observe, and if necessary, recommend revisions to and/or modify BASIC and/or COORDINATION TRAFFIC SIGNAL TIMING at CITY traffic signals. If revisions are required, COUNTY will provide CITY with updated signal timing sheets to enable CITY to maintain a current copy. e. To file routine reports with the Los Angeles Metropolitan Transportation Authority ((hereinafter referred to as LACMTA) on the efficiency of these TSSP Projects by compiling an operational status from individual cities along the ARTERIALS. (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. Page 2 of 7 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. To maintain the COORDINATION TRAFFIC SIGNAL TIMING along ARTERIALS to promote coordinated traffic operations, multi -jurisdictional cooperation and improve arterial traffic conditions and to make the COUNTY aware of any changes implemented 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 CITY traffic signal pursuant to section 1(c) hereinabove, CITY shall notify COUNTY in writing within 30 days of the 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. To inform the COUNTY of new traffic signal installations and any traffic signal modifications which would affect the COORDINATION TRAFFIC SIGNAL TIMING. g. To accept full and complete ownership of, responsibility 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. 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 No.77566, (or whichever General Service Agreement between the COUNTY and CITY, or equivalent agreement between the COUNTY and CITY, is in effect). To ensure the traffic signal timing sheets located in the cabinet for CITY traffic signals at each intersection contain the most recently installed version of the BASIC and COORDINATION TRAFFIC SIGNAL TIMING and accurately reflect all changes made to CITY traffic signals. j. To cooperate with COUNTY and provide requested information in a reasonable and timely fashion in connection with COUNTY'S preparation of an annual report for the LACMTA as referred to in Paragraph (1) e. above. Page 3 of 7 (3) IT IS MUTUALLY UNDERSTOOD AND AGREED AS FOLLOWS: a. This AGREEMENT does not constitute any financial commitment between the CITY and COUNTY. Nothing in this AGREEMENT shall be construed as changing the role of CITY in operating and maintaining CITY traffic signals. C. The term of this AGREEMENT shall commence on the date it is approved by the Board of Supervisors and shall continue until any party terminates it upon thirty (30) days prior written notice. Any additions, deletions or modifications to this AGREEMENT shall be approved by the governing bodies of CITY and COUNTY, or their designees. e. Any correspondence, communication, or contact concerning this AGREEMENT shall be directed to the following: CITY: Mr. Kevin Wilson Director of Community Services and Water City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058-1714 COUNTY: Mr. Dean R. Lehman Assistant Deputy Director Traffic and Lighting Division County of Los Angeles Department of Public Works P.O. Box 1460 Alhambra, CA 91802-1460 COUNTY and CITY acknowledge and recognize that the improvements contemplated by this AGREEMENT provide significant regional and local benefits with respect to reducing traffic congestion. COUNTY and CITY 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 where possible without prejudicing their respective defenses. g. In the event that a claim or lawsuit is brought against COUNTY and CITY based on the allegation that the design, construction, maintenance, or operation of the improvements constructed under this AGREEMENT proximately caused injuries or damage, COUNTY and CITY agree to cooperate as much as possible with respect to defending the claim or Page 4 of 7 r� lawsuit without causing prejudice to their respective defenses to the claim or lawsuit. Upon receipt of the claim or lawsuit, the COUNTY and CITY, through their respective agents if appropriate, shall promptly investigate the matter. COUNTY and CITY shall then meet and confer promptly regarding whether a joint defense is appropriate or if one party should tender its defense and indemnification to the other party. h. In the event that COUNTY and CITY cannot agree regarding a joint defense or a tender of defense and indemnification, COUNTY and CITY 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 a fair process. COUNTY and CITY agree to meet and confer as set forth in the preceding sentence prior to presenting claims or filing cross -complaints for indemnity against each other. COUNTY and CITY agree to toll all applicable statutes of limitations for a reasonable period of time if necessary for COUNTY and CITY to meet and confer prior to the time to present a claim or file a cross -complaint for indemnity. Neither COUNTY nor any officer or employee of COUNTY shall be responsible for any damage or liability occurring 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 by, or determined to be the responsibility of CITY under this AGREEMENT. It is also understood and agreed that, pursuant to Government Code, section 895.4, CITY shall fully indemnify, defend, and hold COUNTY harmless from any liability imposed for injury (as defined by Government Code, section 810.8) occurring by reason of 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. j. Neither CITY nor any officer or employee of CITY 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. It is also understood and agreed that, pursuant to Government Code, section 895.4, COUNTY shall fully indemnify, defend, and hold CITY harmless from any liability imposed for injury (as defined by Government Code, section 810.8) 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. Page 5 of 7 k. It is understood and agreed that the provisions of this AGREEMENT shall supersede and control over any inconsistent provisions in the Assumptlon of Liability Agreement No. 32085 between CITY and COUNTY, adopted by the Board of Supervisors on December 27, 1977, and currently in effect. This AGREEMENT constitutes the entire, final and integrated agreement between the Parties hereto pertaining to the subject matter hereof and fully supersedes all prior negotiations, understandings, representations, warranties and agreements between the Parties hereto, or any of them, 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 thereof, and that each has signed the AGREEMENT freely and voluntarily. o. This AGREEMENT has been negotiated and entered into in the State of California, and shall be governed by, construed and enforced in accordance with the internal laws of the State of California, without regard to provisions concerning choice or conflict of law. // // // // // // // // // // // // // // // // // Page 6 of 7 IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed by' their officers, duly authorized by the CITY OF VERNON on August 7 2012, and by the COUNTY OF LOS ANGELES on 2012. GAIL FARBER DIRECTOR OF PUBLIC WORKS COUNTY OF LOS ANGELES Deputy Director APPROVED AS TO FORM: JOHN F. KRATTLI County Counsel By Deputy CITY OF VERNON By William4av�is, ahl�yor Pro-Tem ATTEST: By Citdy Clerk Willar G. Yamaguchi APPROVED AS TO FORM: 0 cwwnmq Willard G. Yamaguchi, Chief Deputy City Attorney, P:\tlpub%WPFILESIFILES\TRAICO.OP AGREEMENTSWSSP\TSSP Co -Op Agreement Vernon 2001.DOC Page 7 of 7 CITY CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE: August 13, 2012 TO: S. Kevin Wilson, Director of Community. Services & W ter FROM: Deborah Juarez, Records Management Assistant RE: Resolution No. 2012-154 — A Resolution of the City Council of the City of Vernon Approving and Authorizing the Execution of a Cooperative Agreement by and Between the City of Vernon and the County of Los Angeles for Traffic Signal Synchronization Transmitted herewith are two partially executed agreements for your transmittal and a copy of Resolution No. 2012-154 referenced above, which was approved by City Council on August 7, 2012. Please ensure that a fully executed original agreement is sent to my attention for the file. Thank you. Enclosures c: Lissette Melendez Resolution No. 2012-154 Agreement File No. 12-079 AGREEMENT This AGREEMENT, made and entered into by and between the CITY OF VERNON, a municipal corporation in the County of Los Angeles, hereinafter referred to as CITY, and the COUNTY OF LOS ANGELES, a political subdivision of the State of California, hereinafter referred to as COUNTY: WITNESSETH WHEREAS, 38 TH Street/ 37 TH Street/Bandini Boulevard from Alameda Street to Pennington Way, Atlantic Boulevard from the 710 Freeway to 52nd Drive, and Santa Fe Av from 25th Street to 55th Street (hereinafter referred to as ARTERIALS), are roadways that are or will soon become a part of the County's Traffic Signal Synchronization Program (hereinafter referred to as TSSP); and WHEREAS, CITY and COUNTY are each responsible for their jurisdictional portion of the operation and maintenance of the traffic signals and signal systems along each of the ARTERIALS; and WHEREAS, CITY and COUNTY have previously cooperated in carrying out traffic signal synchronization projects including the development and implementation 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 WHEREAS, COORDINATION TRAFFIC SIGNAL TIMING involves the timing parameters that allow multiple traffic signals to be synchronized with each other, which typically include defining coordination cycle lengths, offsets and time of day operations for each traffic signal coordination plan; and WHEREAS, COUNTY and CITY desire to memorialize their understanding regarding their relative rights, obligations, and duties with respect to the TSSP. NOW, THEREFORE, in consideration of the mutual benefits to be derived by CITY and COUNTY and of the promises herein contained, it is hereby agreed as follows: Page 1 of 7 (1) COUNTY AGREES: a. Nothing in this AGREEMENT shall be construed as changing the role 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, to develop and implement TRAFFIC SIGNAL COORDINATION TIMING along the ARTERIALS that will improve 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 approval from CITY. In the event that COUNTY alters BASIC or COORDINATION TRAFFIC SIGNAL TIMING at CITY traffic signals following prior approval by the CITY, COUNTY 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 30 days of the 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 alterations performed by COUNTY. d. Subsequent to CITY'S approval in 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 No. 77566, (or whichever General Service Agreement between the COUNTY and CITY, or equivalent agreement between the COUNTY and CITY, is in effect) to review, observe, and if necessary, recommend revisions to and/or modify BASIC and/or COORDINATION TRAFFIC SIGNAL TIMING at CITY traffic signals. If revisions are required, COUNTY will provide CITY with updated signal timing sheets to enable CITY to maintain a current copy. e. To file routine reports with the Los Angeles Metropolitan Transportation Authority ((hereinafter referred to as LACMTA) on the efficiency of these TSSP Projects by compiling an operational status from individual cities along the ARTERIALS. (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. Page 2 of 7 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, multi -jurisdictional cooperation and improve arterial . traffic conditions and to make the COUNTY aware of any changes implemented 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 CITY traffic signal pursuant to section 1(c) hereinabove, CITY shall notify COUNTY in writing within 30 days of the 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. To inform the COUNTY of new traffic signal installations and any traffic signal modifications which would affect the COORDINATION TRAFFIC SIGNAL TIMING. g. To accept full and complete ownership of, responsibility 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 No.77566, (or whichever General Service Agreement. between the COUNTY and CITY, or equivalent agreement between the COUNTY and CITY, is in effect). i. To ensure the traffic signal timing sheets located in the cabinet for CITY traffic signals at each intersection contain the most recently installed version of the BASIC and COORDINATION TRAFFIC SIGNAL TIMING and accurately reflect all changes made to CITY traffic signals.. To cooperate with COUNTY and provide requested information in a reasonable and timely fashion in connection with COUNTY'S preparation of an annual report for the LACMTA as referred to in Paragraph (1) e. above. Page 3 of 7 (3) IT IS MUTUALLY UNDERSTOOD AND AGREED AS FOLLOWS: This AGREEMENT does not constitute any financial commitment between the CITY and COUNTY. Nothing in this AGREEMENT shall be construed as changing the role of CITY in operating and maintaining CITY traffic signals. C. The term of this AGREEMENT shall commence on the date it is approved by the Board of Supervisors and shall continue until any party terminates it upon thirty (30) days prior written notice. d. Any additions, deletions or modifications to this AGREEMENT shall be approved by the governing bodies of CITY and COUNTY, or their designees. e. Any correspondence, communication, or contact concerning this AGREEMENT shall be directed to the following: CITY: Mr. Kevin Wilson Director of Community Services and Water City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058-1714 COUNTY: Mr. Dean R. Lehman Assistant Deputy Director Traffic and Lighting Division County of Los Angeles Department of Public Works P.O. Box 1460 Alhambra, CA 91802-1460 COUNTY and CITY acknowledge and recognize that the improvements contemplated by this AGREEMENT provide significant regional and local benefits with respect to reducing traffic congestion. COUNTY and CITY 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 where possible without prejudicing their respective defenses. g. In the event that a claim or lawsuit is brought against COUNTY and CITY based on the allegation that the design, construction, maintenance, or operation of the improvements constructed under this AGREEMENT proximately caused injuries or damage, COUNTY and CITY agree to cooperate as much as possible with respect to defending the claim or Page 4 of 7 lawsuit without causing prejudice to their respective defenses to the claim or lawsuit. Upon receipt of the claim or lawsuit, the COUNTY and CITY, through their respective agents if appropriate, shall promptly investigate the matter. COUNTY and CITY shall then meet and confer promptly regarding whether a joint defense is appropriate or if one party should tender its defense and indemnification to the other party. In the event that COUNTY and CITY cannot agree regarding a joint defense or a tender of defense and indemnification, COUNTY and CITY 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 a fair process. COUNTY and CITY agree to meet and confer as set forth in the preceding sentence prior to presenting claims or filing cross -complaints for indemnity against each other. COUNTY and CITY agree to toll all applicable statutes of limitations for a reasonable period of time if necessary for COUNTY and CITY to meet and confer prior to the time to present a claim or file a cross -complaint for indemnity. Neither COUNTY nor any officer or employee of COUNTY shall be responsible for any damage or liability occurring 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 by, or determined to be the responsibility of CITY under this AGREEMENT. It is also understood and agreed that, pursuant to Government Code, section 895.4, CITY shall fully indemnify, defend, and hold COUNTY harmless from any liability imposed for injury (as defined by Government Code, section 810.8) occurring by reason of 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. Neither CITY nor any officer or employee of CITY 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. It is also understood and agreed that, pursuant to Government Code, section 895.4, COUNTY shall fully indemnify, defend, and hold CITY harmless from any liability imposed for injury (as defined by Government Code, section 810.8) 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. Page 5 of 7 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 No. 32085 between CITY and COUNTY, adopted by the Board of Supervisors on December 27, 1977, and currently in effect. This AGREEMENT constitutes the entire, final and integrated agreement between the Parties hereto pertaining to the subject matter hereof and fully supersedes all prior negotiations, understandings, representations, warranties and agreements between the Parties hereto, or any of them, 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 thereof, and that each has signed the AGREEMENT freely and voluntarily. o. This AGREEMENT has been negotiated and entered into in the State of California, and shall be governed by, construed and enforced in accordance with the internal laws of the State of California, without regard to provisions concerning choice or conflict of law. H H H H H H H H H H H H H H H H H H H H H H Page 6 of 7 IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed by" their officers, duly authorized by the CITY OF VERNON on August 7 2012, and by the COUNTY OF LOS ANGELES on 2012. GAIL FARBER DIRECTOR OF PUBLIC WORKS COUNTY OF LOS ANGELES By Deputy Director /,1:ju06 :17_F�ti73i]"iI JOHN F. KRATTLI County Counsel By ��� Deputy CITY OF VERNON By✓� e William av�is, ayor Pro-Tem G Willard G. YamaAugHi, k,/ Chief Deputy CiW Attorney. P:\tlpub\WPFILES\FILES\TRA\CO-OP AGREEMENTS\TSSP\TSSP Co -Op Agreement Vernon 2001.DOC Page 7 of 7 LETTER OF TRANSMITTAL City of Vernon Community Services and Water .y Engineering Division �``m'8LY IM�V95p 4305 Santa Fe Ave., Vernon, CA 90058 To: Debbie Juarez Date: Records Management Assistant Address: Subject: LA County — City of Vernon City of Vernon Cooperative Agreement for City Clerk Traffic Signal Synchronization Prnarnm ❑ Mail ® Hand Delivery ❑ E-Mail ❑ Pick -Up ❑ Fax ❑ Other: ❑ At Your Request ❑ For Revision ❑ For Your Review and Estimate ❑ For Action ❑ For Your Approval ❑ For Your Information n For Sivnature For Your Files Attached is the original fully executed cooperative agreement between the City of Vernon and the Los Angeles County for the Traffic Signal Synchronization Program: 37`h/Bandini Blvd. from Alameda to Pennington Way Atlantic Blvd. from the I710 freeway to 52" Drive — Santa Fe Ave. from 25`h St. to 55`h St. Lissette Melendez, E gineering Associate Phone: (323) 583-8811 Ext. 246 Fax: (323) 6-1435 Email: lelendez@ci.vernon.ca.us GAIL FARBER, Director September 18, 2012 COUNTY OF LOS ANGELES DEPARTMENT OF PUBLIC WORKS "To Enrich Lives Through Effective and Caring Service" 900 SOUTH FREMONT AVENUE ALHAMBRA, CALIFORNIA 91803-1331 Telephone.(626) 458-5100 http://dpw.lacounty.gov Mr. Kevin Wilson Director of Community Services and Water City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058-1714 Dear Mr. Wilson: TRAFFIC SIGNAL SYNCHRONIZATION PROGRAM COUNTY -CITY OF VERNON COOPERATIVE AGREEMENT SEP 2 !: 2J!2 �'1'lrnuflity Services ADDRESS ALL CORRESPONDENCE TO: P.O. BOX 1460 ALHAMBRA, CALIFORNIA 91802-1460 IN REPLY PLEASE REFER TO FILE: T-6 Enclosed for your files is a fully executed original of the County -City of Vernon cooperative agreement for the traffic signal synchronization program. The Board authorized our Director to approve this Agreement on April 17, 2012. If you have any questions, please call me or your staff may contact Mr. Dean R. Lehman of Traffic and Lighting Division at (626) 300-4700. Very truly yours —� r GAIL FARBER Director of Public Works HH:pc P:\tlpub\WPFILES\FILES\TRA\CO-OP AGREEMENTS\Cover LetlerWernon - City Transmittal Amendment.doc Enc. cc: Los Angeles County Metropolitan Transportation Authority (Steve Gota) AGREEMENT This AGREEMENT, made and entered into by and between the CITY OF VERNON, a municipal corporation in the County of Los Angeles, hereinafter referred to as CITY, and the COUNTY OF LOS ANGELES, a political subdivision of the State of California, hereinafter referred to as COUNTY: WITNESSETH WHEREAS, 38 TH Street/ 37 TH Street/Bandini Boulevard from Alameda Street to Pennington Way, Atlantic Boulevard from the 710 Freeway to 52nd Drive, and Santa Fe Av from 25th Street to 55th Street (hereinafter referred to as ARTERIALS), are roadways that are or will soon become a part of the County's Traffic Signal Synchronization Program (hereinafter referred to as TSSP); and WHEREAS, CITY and COUNTY are each responsible for their jurisdictional portion of the operation and maintenance of the traffic signals and signal systems along each of the ARTERIALS; and WHEREAS, CITY and COUNTY have previously cooperated in carrying out traffic signal synchronization projects including the development and implementation 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 WHEREAS, COORDINATION TRAFFIC SIGNAL TIMING involves the timing parameters that allow multiple traffic signals to be synchronized with each other, which typically include defining coordination cycle lengths, offsets and time of day operations for each traffic signal coordination plan; and WHEREAS, COUNTY and CITY desire to memorialize their understanding regarding their relative rights, obligations, and duties with respect to the TSSP. NOW, THEREFORE, in consideration of the mutual benefits to be derived by CITY and COUNTY and of the promises herein contained, it is hereby agreed as follows: Page 1 of 7 (1) COUNTY AGREES: a. Nothing in this AGREEMENT shall be construed as changing the role 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, to develop and implement TRAFFIC SIGNAL COORDINATION TIMING along the ARTERIALS that will improve 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 approval from CITY. In the event that COUNTY alters BASIC or COORDINATION TRAFFIC SIGNAL TIMING at CITY traffic signals following prior approval by the CITY, COUNTY 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 30 days of the 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 alterations performed by COUNTY. Subsequent to CITY'S approval in 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 No. 77566, (or whichever General Service Agreement between the COUNTY and CITY, or equivalent agreement between the COUNTY and CITY, is in effect) to review, observe, and if necessary, recommend revisions to and/or modify BASIC and/or COORDINATION TRAFFIC SIGNAL TIMING at CITY traffic signals. If revisions are required, COUNTY will provide CITY with updated signal timing sheets to enable CITY to maintain a current copy. To file routine reports with the Los Angeles Metropolitan Transportation Authority ((hereinafter referred to as LACMTA) on the efficiency of these TSSP Projects by compiling an operational status from individual cities along the ARTERIALS. (2) CITY AGREES: Nothing in this AGREEMENT shall be construed as changing the role of CITY in operating and maintaining the traffic signals within CITY'S jurisdiction. To be solely responsible for maintaining the BASIC TRAFFIC SIGNAL TIMING for the intersections within the jurisdictional boundary of CITY. Page 2 of 7 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, multi -jurisdictional cooperation and improve arterial traffic conditions and to make the COUNTY aware of any changes implemented 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 CITY traffic signal pursuant to section 1(c) hereinabove, CITY shall notify COUNTY in writing within 30 days of the 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 which would affect the COORDINATION TRAFFIC SIGNAL TIMING. g. To accept full and complete ownership of, responsibility 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 No.77566, (or whichever General Service Agreement between the COUNTY and CITY, or equivalent agreement between the COUNTY and CITY, is in effect). i. To ensure the traffic signal timing sheets located in the cabinet for CITY traffic signals at each intersection contain the most recently installed version of the BASIC and COORDINATION TRAFFIC SIGNAL TIMING and accurately reflect all changes made to CITY traffic signals. j. To cooperate with COUNTY and provide requested information in a reasonable and timely fashion in connection with COUNTY'S preparation of ari annual report for the LACMTA as referred to in Paragraph (1) e. above. Page 3 of 7 (3) IT IS MUTUALLY UNDERSTOOD AND AGREED AS FOLLOWS: a. This AGREEMENT does not constitute any financial commitment between the CITY and COUNTY. b. Nothing in this AGREEMENT shall be construed as changing the role of CITY in operating and maintaining CITY traffic signals. C. The term of this AGREEMENT shall commence on the date it is approved by the Board of Supervisors and shall continue until any party terminates it upon thirty (30) days prior written notice. Any additions, deletions or modifications to this AGREEMENT shall be approved by the governing bodies of CITY and COUNTY, or their designees. e. Any correspondence, communication, or contact concerning this AGREEMENT shall be directed to the following: CITY: Mr. Kevin Wilson Director of Community Services and Water City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058-1714 COUNTY: Mr. Dean R. Lehman Assistant Deputy Director Traffic and Lighting Division County of Los Angeles Department of Public Works P.O. Box 1460 Alhambra, CA 91802-1460 COUNTY and CITY acknowledge and recognize that the improvements contemplated by this AGREEMENT provide significant regional and local benefits with respect to reducing traffic congestion. COUNTY and CITY 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 where possible without prejudicing their respective defenses. In the event that a claim or lawsuit is brought against COUNTY and CITY based on the allegation that the design, construction, maintenance, or operation of the improvements constructed under this AGREEMENT proximately caused injuries or damage, COUNTY and CITY agree to cooperate as much as possible with respect to defending the claim or Page 4 of 7 lawsuit without causing prejudice to their respective defenses to the claim or lawsuit. Upon receipt of the claim or lawsuit, the COUNTY and CITY, through their respective agents if appropriate, shall promptly investigate the matter. COUNTY and CITY shall then meet and confer promptly regarding whether a joint defense is appropriate or if one party should tender its defense and indemnification to the other party. h. In the event that COUNTY and CITY cannot agree regarding a joint defense or a tender of defense and indemnification, COUNTY and CITY 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 a fair process. COUNTY and CITY agree to meet and confer as set forth in the preceding sentence prior to presenting claims or filing cross -complaints for indemnity against each other. COUNTY and CITY agree to toll all applicable statutes of limitations for a reasonable period of time if necessary for COUNTY and CITY 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 or employee of COUNTY shall be responsible for any damage or liability occurring 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 by, or determined to be the responsibility of CITY under this AGREEMENT. It is also understood and agreed that, pursuant to Government Code, section 895.4, CITY shall fully indemnify, defend, and hold COUNTY harmless from any liability imposed for injury (as defined by Government Code, section 810.8) occurring by reason of 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. j. Neither CITY nor any officer or employee of CITY 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. It is also understood and agreed that, pursuant to Government Code, section 895.4, COUNTY shall fully indemnify, defend, and hold CITY harmless from any liability imposed for injury (as defined by Government Code, section 810.8) 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. Page 5 of 7 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 No. 32085 between CITY and COUNTY, adopted by the Board of Supervisors on December 27, 1977, and currently in effect. This AGREEMENT constitutes the entire, final and integrated agreement between the Parties hereto pertaining to the subject matter hereof and fully supersedes all prior negotiations, understandings, representations, warranties and agreements between the Parties hereto, or any of them, 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 thereof, and that each has signed the AGREEMENT freely and voluntarily. o. This AGREEMENT has been negotiated and entered into in the State of California, and shall be governed by, construed and enforced in accordance with the internal laws of the State of California, without regard to provisions concerning choice or conflict of law. // // // // // // // // // // // // // // // // // // // Page 6 of 7 IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed by- their officers, duly authorized by the CITY OF VERNON on August 7 2012, and by the COUNTY OF LOS ANGELES on S�pjkmber 13H,, 2012. GAIL FARBER DIRECTOR OF PUBLIC WORKS COUNTY OF LOS ANGELES By Deputy Director APPROVED AS TO FORM: JOHN F. KRATTLI County Counsel . By Deputy CITY OF VERNON /1 n William Davis, Mayor Pro-Tem City i G. wiltara c:'Ya g ni, — Chief Deputy qiS4 Attorney P:\tlpub\WPFILES\FILES\TRA\CO-OP AGREEMENTSWSSPRSSP Co -Op Agreement Vernon 2001.DOC Page 7 of 7 �/7/� RECEIVED P,r,EIVED JUL 2 5 M2 Cp CLERK'S OFFICE STAFF REPORT COMMUNITY SERVICES & WATER DEPAR JUL 2 4 2012 CITY ADMINISTRATION Eng DATE: July 25, 2012 TO: Honorable Mayor and �City Council FROM: Samuel Kevin Wilso�f,'Director of Community Services & Water RE: 37Th St.Bandini Blvd. Traffic Signal Synchronization Los Angeles County -City of Vernon Cooperative Agreement The Engineering Division for the Community Services Department has been working with the Los Angeles County Department of Public Works (LACDPW) on the proposed synchronization of the 371h St./Bandini Blvd. corridor from Alameda Street to Pennington Way as part of an MTA funded project to synchronize and upgrade traffic signals along various corridors. Enclosed are two originals of the Cooperative Agreement between the City of Vernon and the Los Angeles County for the above mentioned project. The agreement has been reviewed and approved as to form by the City of Vernon's Attomey. I recommend that the Cooperative Agreement between the City and the Los Angeles County be approved and a resolution approving the agreement be adopted and the Mayor and City Clerk be authorized to execute. Please forward original executed documents to Community Services & Water. SKW:lm 'RECEIVE® jog �ERti JUL 2 5 2012 CITY CLERIC'S OFFICE COMMUNITY SERVICES & WATER DEPARTMENT OFFICE MEMORANDUM TO: Mark Whitworth, City Administrator FROM: Samuel KeviA ilson, Director of Community Services & Water DATE: July 25, 2012 SUBJECT: 37TH ST./BANDINI BLVD. — TRAFFIC SIGNAL SYNCHRONIZATION LOS ANGELES COUNTY — CITY OF VERNON COOPERATIVE AGREEMENT The Engineering Division for the Community Services Department has been working with the Los Angeles County Department of Public Works (LACDPW) on the proposed synchronization of the 37`h St./Bandini Blvd. corridor from Alameda Street to Pennington Way as part of an MTA funded project to synchronize and upgrade traffic signals along. various corridors. Enclosed are two originals of the Cooperative Agreement between the City of Vernon and the Los Angeles County for the above mentioned project. The agreement has been reviewed and approved as to form by the City of Vernon's Attorney. It is my recommendation that the Cooperative Agreement between the City and the Los Angeles County be approved by resolution and the Mayor and City Clerk be authorized to execute. Please place this item on the August 7, 2012 City Council meeting agenda. Thank you. SKW/Im Enclosures CITY ATTORNEYS OFFICE INTER -DEPARTMENT MEMORANDUM DATE: June 25, 2012 TO: Samuel Kevin Wilson, Director of Community Services &&Water FROM: Willard G. Yamaguchi, Chief Deputy City Attorney RE: Agreement between Los Angeles County and the City of Vernon I have received and reviewed the Memorandum dated June 19, 2012, and the attachments thereto. The agreement for the Synchronization of the 37th St/Bandini Blvd. Corridor Vernon is approved as to form. WY:em Enclosures'