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HomeMy WebLinkAboutCity of Fountain Valley - 2009-07-20Council/Agency Meeting Held: p Deferred/Continued to: *Appr ve ❑ Conditionally Approved ❑ Denied City rk's Ignatu e Council Meeting Date: 7/20/2009 Department ID Number: PW 09-34 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COU IL MEMBERS SUBMITTED BY: FRED A. WILSON, CITY ADMINISTR PREPARED BY: TRAVIS K. HOPKINS, PE, DIRECTOR P1LIC WOR SUBJECT: Approval of Traffic Signal Maintenance Agreement with the City of Fountain Valley Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: The Cities of Huntington Beach and Fountain Valley have joint responsibility for the maintenance and operation of several traffic signals along our city limits. A maintenance agreement reflecting current conditions is needed to ensure that the duties and responsibilities of each party are clearly defined. Funding Source: Funds for maintaining the traffic signal system are included in our current operating budget. Recommended Action: Motion to: Authorize the City Administrator to execute the Traffic Signal Maintenance Agreement by and between the City of Fountain Valley and the City of Huntington Beach for traffic signals at intersections where jurisdictional control is shared. Alternative Action(s): Do not authorize approval of the agreement and provide direction to staff to amend terms of the agreement. REQUEST FOR CITY COUNCIL ACTION MEETING DATE: 7/20/2009 DEPARTMENT ID NUMBER: PW 09-34 Analysis: The Cities of Fountain Valley and Huntington Beach have shared jurisdiction of 10 intersections along our mutual city boundaries. When two or more jurisdictions share an intersection, it is good practice to have an agreement that establishes the responsibilities of each party for maintenance, operations, and liabilities associated with the traffic signal controls. For many years, the cities have been maintaining the traffic signal controls based on an informal agreement between staff. It was determined that a formal agreement between the two cities would be more appropriate and in the best interest of both parties. The proposed agreement will allow the City of Huntington Beach to invoice the City of Fountain Valley for reimbursement of a portion of the maintenance costs for each intersection based on an established prorated share. Based on the agreement, the City of Huntington Beach will continue to provide traffic signal maintenance services for 9 of the 10 intersections. Currently, the City of Huntington Beach maintains all 10 intersections. The intersection of Magnolia Street and Warner Avenue is being transferred to Fountain Valley responsibility since it is more integral to their signal communication and coordination system. In the end, the City will be able to seek reimbursement for approximately 30 percent of the typical maintenance costs for the shared traffic signals. Strategic Plan Goal: Improve internal and external communication. Maintain, improve and obtain funding for public improvements. Environmental Status: Not applicable. Attachmentls): -2- 7/1/2009 2:01 PM ATTACHMENT #1 TRAFFIC SIGNAL MAINTENANCE AGREEMENT By and Between THE CITY OF FOUNTAIN VALLEY And THE CITY OF HUNTINGTON BEACH FOR TRAFFIC SIGNALS AT INTERSECTIONS WHERE JURISDICTIONAL CONTROL IS SHARED THIS AGREEMENT is made and entered into this c,AD 7u day of 2009, by and between the City of Fountain Valley, a Municipal Corporation, hereinafter designated as "FOUNTAIN VALLEY", and the City of Huntington Beach, a Municipal Corporation, hereinafter designated as "HUNTINGTON BEACH". WITNESSETH WHEREAS, the traffic signal locations listed in Exhibit "A" are within the corporate boundaries of both FOUNTAIN VALLEY and HUNTINGTON BEACH, and WHEREAS, FOUNTAIN VALLEYand HUNTINGTONBEACHshare jurisdiction as indicated in Exhibit "A"; and WHEREAS, assignment of maintenance and operation responsibilities of shared jurisdiction traffic signals is in the best interest of FOUNTAIN VALLEY and HUNTINGTON BEACH; and WHEREAS, the provisions of Title 1, Division 7, Chapter 5, Article 1, of the California Government Code entitled "Joint Powers Agreements" authorize two or more public agencies to jointly exercise any power common to the contracting parties. NOW, THEREFORE, in consideration of the promises and agreements contained herein, said parties do hereby agree as follows: Signal Maintenance: Maintenance of all shared jurisdiction traffic signals, intersection lighting, and other items or devices appurtenant thereto, hereafter designated "SIGNALS", shall be performed or cause to be performed by the agency so designated in accordance with Exhibit "A", attached hereto and incorporated herein by this reference. 2. Term: This Agreement shall commence on the date first written above and shall continue until terminated by mutual agreement of both parties. Termination: This Agreement may be terminated for cause by either party, Page 1 of 6 upon service of a ninety (90) day written notice to the other parry. This Agreement may be terminated without cause with the written consent of the other party. 4. Signal Operations: Operations of all shared SIGNALS shall be performed or caused to be performed by the agency so designated in accordance with Exhibit "A". For purposes of this Agreement, operations shall be considered to include the design, phasing, and timing of said SIGNALS. It shall further be construed that operations shall include both localized intersection operations as well as centrally controlled traffic signal master operations. 5. Signal Timing: The parties shall mutually establish traffic signal timing and coordination timing parameters for the shared SIGNALS listed in Exhibit "A". Said timings shall be implemented and maintained by the agency so designated in Exhibit "A". 6. Coordinating Committee: Both parties understand that, in order to sustain proper maintenance and operation of these SIGNALS, it is necessary that such parameters be reviewed regularly. Therefore, the parties hereby establish a Coordinating Committee, which shall be comprised of the Traffic Engineer for FOUNTAIN VALLEY and the Traffic Engineer for HUNTINGTON BEACH or their designee(s) and any other individual(s) mutually agreed upon by both parties. The Coordinating Committee shall meet as needed. 7. Payment of Costs: For the purposes of this Agreement, the term "Operation Costs" shall include, but not be limited to, electrical and energy charges. Operation Costs shall be prorated between the parties in accordance with the percentages established in Exhibit "A" and shall not require the consent, either oral or written, from the other parry. For the purposes of this Agreement, "Maintenance Costs" shall include any routine SIGNAL maintenance in an amount equal to or less than a total of Five Hundred Dollars ($500.00) for any one maintenance activity or repair. Maintenance Costs shall be prorated between the parties in accordance with the percentages established in Exhibit "A" and shall not require the consent, either oral or written, from the other party. For the purposes of this Agreement, "Extraordinary Maintenance Costs" shall mean any SIGNAL maintenance activity or repair whose total costs exceeds the limitations set forth above for Maintenance Costs. This shall include, but not be limited to, permanent replacement of damaged signal poles, controller cabinets and controllers, and rewiring of the intersection. All Extraordinary Maintenance Costs shall require written approval from the other party prior to Page 2 of 6 implementation. For the purposes of this Agreement, "Capital/Non-Maintenance Costs" shall include, but not be limited to all SIGNAL modifications, phase modifications, new equipment, reconfiguration of intersection geometrics, and other such improvements of similar magnitude. All such Capital or Non - Maintenance Costs shall require written agreement from both parties prior to implementation. Any grant monies, developer contributions, or other such sources of external revenue shall be used to offset the cost of said improvement and shall be deducted from the total cost of the improvement. The balance of the Capital or Non -Maintenance Cost after any such offset shall be prorated in accordance with the percentages established in Exhibit "A» 8. Records: Both parties shall each keep and maintain open book records of all activities or transactions relative to maintenance, operations, capital improvements, and such items relative to the disposition of shared jurisdiction SIGNALS listed in Exhibit "A". Said records shall be available for inspection by either party at any reasonable time during regular business hours. Upon execution of this Agreement, each party shall furnish to the other the most recent materials, data, records, and other such information relative to each intersection for purposes of establishing a baseline information system with each party. 9. Representatives and Notices: The City Manager of Fountain Valley, or his/her designee, shall be the representative of FOUNTAIN VALLEY for purposes of this Agreement and may issue all consents, approvals, directives, and agreements on behalf of FOUNTAIN VALLEY, called for by this Agreement, except as otherwise expressly provided in this Agreement. The City Administrator of Huntington Beach, or his designee, shall be the representative of HUNTINGTON BEACH for purposes of this Agreement, and may issue all consents, approvals, directives, and agreements on behalf of HUNTINGTON BEACH, called for by this Agreement, except as otherwise expressly provided in this Agreement. Upon approval by both the City Manager of Fountain Valley and the City Administrator of the City of Huntington Beach, signalized locations may be added to or deleted from Exhibit "A". The same shall apply to revisions of the percentage share of an intersection attributed to the cities bound by this Agreement. All notices and written communications sent by one party to the other shall be personally delivered or sent by registered or certified U.S. Mail, postage Page 3 of 6 prepaid, return receipt requested, to the following addresses indicated below: If to FOUNTAIN VALLEY.- If to HUNTINGTON BEACH. City of Fountain Valley Public Works Department Att: Traffic Engineer 10200 Slater Avenue Fountain Valley, CA 92708 City of Huntington Beach Public Works Department Att: Transportation Manager 2000 Main Street Huntington Beach, CA 92648 The effective date of any notice or written communication sent by one party to the other shall be the date received if by personal service, or forty-eight (48) hours after deposit in the U.S. Mail as reflected by the official U.S. postmark. Either party may change its address by giving notice in writing to the other ply. 10. Arbitration: Any controversy or claim between the parties and arising out of or related to this Agreement, including but not limited to, the interpretation, breach, or enforcement thereof, shall be submitted to arbitration as mutually agreed upon by both parties. The arbitration decision shall be final and binding. 11. Indemnification and Hold Harmless: It is mutually understood and agreed by both parties that: HUNTINGTON BEACH shall defend, indemnify, hold free and harmless, FOUNTAIN VALLEY, its elected officials, its officers and employees, from and against any and all damages to property or injuries to or death of any person or persons, and shall defend, indemnify, save and hold harmless FOUNTAIN VALLEY, its elected officials, its officers and employees from any and all claims, demands, suits, actions, or proceedings of any kind or nature, including, but not by way of limitation, all civil claims, workers' compensation claims, and all other claims resulting from or arising out of the acts, errors, or omissions of HVNTINGTONBEACH, its employees, and/or authorized subcontractors, whether intentional or negligent, in the performance of this Agreement. FOUNTAIN VALLEY shall defend, indemnify, hold free and harmless, Page 4 of 6 HUNTINGTON BEACH, its elected officials, its officers and employees, from and against any and all damages to property or injuries to or death of any person or persons, and shall defend, indemnify, save and hold harmless HUNTINGTONBEACH, its elected officials, its officers and employees from any and all claims, demands, suits, actions, or proceedings of any kind or nature, including, but not by way of limitation, all civil claims, workers' compensation claims, and all other claims resulting from or arising out ofthe acts, errors, or omissions of FOUNTAIN VALLEY, its employees, and/or authorized subcontractors, whether intentional or negligent, in the performance of this Agreement. 12. Insurance: Each party shall obtain, at its sole cost and expense, and keep in force throughout the term of the Agreement, any and all of insurance, of appropriate kinds and amounts which, in its own judgment, may be necessary for the proper protection of any of its officers', employees', agents', or authorized subcontractors' own actions during the performance of this Agreement. 13. Integration and Modification: This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter herein, and contains all of the covenants and agreements between the parties with respect to said matter. Each party to this Agreement acknowledges that no representation by any party which is not embodied herein, nor any other agreement, statement, or promise not contained in this Agreement, shall not be valid and binding. Any other agreement or modification of this Agreement shall be effective only if it is in writing and signed by both parties. 14. Governing Law: This Agreement shall be governed and construed in accordance with the laws of the State of California. 15. Assignability: This Agreement may not be sold, transferred, or assigned by either party, or by operation of law, to any other person or persons or business entity, without the other party's written permission. Any such sale, transfer, or assignment, or attempted sale, transfer, or assignment without written permission, may be deemed by the other party to constitute a voluntary termination of this Agreement, and this Agreement shall thereafter be deemed terminated and void. 16. Validity: The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any of the other provisions of this Agreement. 17. Attorney's Fees: In the event any legal proceeding is instituted to enforce any Page 5 of 6 term or provision of this Agreement, the prevailing party in said legal proceeding shall not be entitled to recover attorneys' fees and costs from the opposing party. Each party shall bear its own attorney's fees and costs. 18. Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought referring expressly to this Paragraph. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 19. Headings: Section and subsection headings are not to be considered part of this Agreement, are included solely for convenience, and are not intended to modify or explain or to be a full or accurate description of the content thereof. 20. Counterparts: This Agreement may be executed in one or more counterparts by the parties hereto. All counterparts shall be construed together and shall constitute one agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written. CITY OF FO UNTAIN VALLEY H. Kromer, City Manager Robin Roberts, City Clerk APPROV A TP FORM: Alan R. Burns, City Attorney Ci ty�® H#ti ngton Beach Fr4t /A' /Wi 1 son, City Admi ni strator ATTEST: Joan Flynn, City Clerk APPROVED AS TO FORM: c jifer Grath, City Att y Page 6 of 6 ATTACHMENT A EXHIBIT "A" INTERSECTION/TRAFFIC SIGNAL PRORATED COST (%) HB FV CONTROLLING JURISDICTION OPERATIONS MAINTENANCE Warner Ave./Newland St. 100 0 HB HB Warner Ave./Magnolia St. 50 50 FV FV Newland St./Slater Ave. 75 25 HB HB Newland St./Talbert Ave. 75 25 HB HB Newland St./Ellis Ave. 50 50 HB HB Newland St./Garfield Ave. 87.5 12.5 HB HB Garfield Ave./Magnolia St. 65 35 HB HB Garfield Ave./Bushard St. 65 35 HB HB Garfield Ave./Brookhurst St. 65 35 HB HB Garfield Ave./Ward St. 65 35 HB HB RCA RQUTING SHEET INITIATING DEPARTMENT: - Public Works SUBJECT: Signal Maintenance Agreement with Fountain Valley COUNCIL MEETING DATE: July 20, 2009 RCA ATTACHMENTS STATUS Ordinance (w/exhibits & legislative draft if applicable) Attached ❑ Not Applicable Resolution (w/exhibits & legislative draft if applicable) Attached ❑ Not Applicable Tract Map, Location Map and/or other Exhibits Attached ❑ Not Applicable Contract/Agreement (w/exhibits if applicable) Attached (Signed in full by the City Attorney) Not Applicable ❑ Subleases, Third Party Agreements, etc. Attached ❑ (Approved as to form by City Attorney) Not Applicable Certificates of Insurance (Approved by the City Attorney) Attached ❑ Not Applicable Fiscal Impact Statement (Unbudgeted, over $5,000) Attached ❑ Not Applicable Bonds (If applicable) Attt edNopucable A Staff Report (If applicable) Attached Not A icable Commission, Board or Committee Report (If applicable) Attached ❑ Not Applicable Findings/Conditions for Approval and/or Denial Attached ❑ Not Applicable EXPLANATION FOR MISSING ATTACHMENTS REVIEWED, -RETURNED O=OR A DED'` Administrative Staff Deputy City Administrator Initial City Administrator (Initial) ( ) City Clerk EXPLANATION e (Below Space Far City Clerk's Use Only) RCA Author: R. Stachelski City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 OFFICE OF THE CITY CLERK JOAN L. FLYNN CITY CLERK July 24, 2009 City of Fountain Valley . Public Works Department Attn: Traffic Engineer 10200 Slater Avenue Fountain Valley, CA 92708 To Whom it May Concern Enclosed are three executed originals of the "Traffic Signal Maintenance Agreement by and between the City of Fountain Valley and the City of Huntington Beach for Traffic Signals at Intersections where Jurisdictional Control is Shared" that were approved by our City Council on July 20, 2009. Sincerely, Joan L. Flynn City Clerk Enclosure: 3 Agreements G-follo`4 tltr Sister Cities: �'rilg7apan • Waitakere, New Zealand (Telephone: 714-536-5227 TRAFFIC SIGNAL MAINTENANCE AGREEMENT By and Between THE CITY OF FOUNTAIN VALLEY And THE CITY OF HUNTINGTON BEACH FOR TRAFFIC SIGNALS AT INTERSECTIONS WHERE JURISDICTIONAL CONTROL IS SHARED THIS AGREEMENT is made and entered into this AO 770 day of Z , 2009, by and between the City of Fountain Valley, a Municipal Corporation, hereinafter designated as "FOUNTAIN VALLEY", and the City of Huntington Beach, a Municipal Corporation, hereinafter designated as "HUNTINGTON BEACH". WITNESSETH WHEREAS, the traffic signal locations listed in Exhibit "A" are within the corporate boundaries of both FOUNTAIN VALLEY and HUNTINGTON BEACH; and WHEREAS, FOUNTAIN VALLEYand HUNTINGTONBEACHshare jurisdiction as indicated in Exhibit "A"; and WHEREAS, assignment of maintenance and operation responsibilities of shared jurisdiction traffic signals is in the best interest of FOUNTAIN VALLEY and HUNTINGTON BEACH; and WHEREAS, the provisions of Title 1, Division 7, Chapter 5, Article 1, of the California Government Code entitled "Joint Powers Agreements" authorize two or more public agencies to jointly exercise any power common to the contracting parties. NOW, THEREFORE, in consideration of the promises and agreements contained herein, said parties do hereby agree as follows: Signal Maintenance: Maintenance of all shared jurisdiction traffic signals, intersection lighting, and other items or devices appurtenant thereto, hereafter designated "SIGNALS", shall be performed or cause to be performed by the agency so designated in accordance with Exhibit "A", attached hereto and incorporated herein by this reference. 2. Term: This Agreement shall commence on the date first written above and shall continue until terminated by mutual agreement of both parties. 3. Termination: This Agreement may be terminated for cause by either party, Page 1 of 6 upon service of a ninety (90) day written notice to the other parry. This Agreement may be terminated without cause with the written consent of the other party. 4. Signal Operations: Operations of all shared SIGNALS shall be performed or caused to be performed by the agency so designated in accordance with Exhibit "A". For purposes of this Agreement, operations shall be considered to include the design, phasing, and timing of said SIGNALS. It shall further be construed that operations shall include both localized intersection operations as well as centrally controlled traffic signal master operations. 5.. Signal Timing: The parties shall mutually establish traffic signal timing and coordination timing parameters for the shared SIGNALS listed in Exhibit "A". Said timings shall be implemented and maintained by the agency so designated in Exhibit "A". 6. Coordinating Committee: Both parties understand that, in order to sustain proper maintenance and operation of these SIGNALS, it is necessary that such parameters be reviewed regularly. Therefore, the parties hereby establish a Coordinating Committee, which shall be comprised of the Traffic Engineer for FOUNTAIN VALLEY and the Traffic Engineer for HUNTINGTON BEACH or their designee(s) and any other individual(s) mutually agreed upon by both parties. The Coordinating Committee shall meet as needed. 7. Payment of Costs: For the purposes of this Agreement, the term "Operation Costs" shall include, but not be limited to, electrical and energy charges. Operation Costs shall be prorated between the parties in accordance with the percentages established in Exhibit "A" and shall not require the consent, either oral or written, from the other party. For the purposes of this Agreement, "Maintenance Costs" shall include any routine SIGNAL maintenance in an amount equal to or less than a total of Five Hundred Dollars ($500.00) for any one maintenance activity or repair. Maintenance Costs shall be prorated between the parties in accordance with the percentages established in Exhibit "A" and shall not require the consent, either oral or written, from the other party. For the purposes of this Agreement, "Extraordinary Maintenance Costs" shall mean any SIGNAL maintenance activity or repair whose total costs exceeds the limitations set forth above for Maintenance Costs. This shall include, but not be limited to, permanent replacement of damaged signal poles, controller cabinets and controllers, and rewiring of the intersection. All Extraordinary Maintenance Costs shall require written approval from the other party prior to Page 2 of 6 implementation. For the purposes of this Agreement, "Capital/Non-Maintenance Costs" shall include, but not be limited to all SIGNAL modifications, phase modifications, new equipment, reconfiguration of intersection geometries, and other such improvements of similar magnitude. All such Capital or Non - Maintenance Costs shall require written agreement from both parties prior to implementation. Any grant monies, developer contributions, or other such sources of external revenue shall be used to offset the cost of said improvement and shall be deducted from the total cost of the improvement. The balance of the Capital or Non -Maintenance Cost after any such offset shall be prorated in accordance with the percentages established in Exhibit "A» 8. Records: Both parties shall each keep and maintain open book records of all activities or transactions relative to maintenance, operations, capital improvements, and such items relative to the disposition of shared jurisdiction SIGNALS listed in Exhibit "A". Said records shall be available for inspection by either party at any reasonable time during regular business hours. Upon execution of this Agreement, each party shall furnish to the other the most recent materials, data, records, and other such information relative to each intersection for purposes of establishing a baseline information system with each party. 9. Representatives and Notices: The City Manager of Fountain Valley, or his/her designee, shall be the representative of FOUNTAIN VALLEY for purposes of this Agreement and may issue all consents, approvals, directives, and agreements on behalf of FOUNTAIN VALLEY, called for by this Agreement, except as otherwise expressly provided in this Agreement. The City Administrator of Huntington Beach, or his designee, shall be the representative of HUNTINGTON BEACH for purposes of this Agreement, and may issue all consents, approvals, directives, and agreements on behalf of HUNTINGTON BEACH, called for by this Agreement, except as otherwise expressly provided in this Agreement. Upon approval by both the City Manager of Fountain Valley and the City Administrator of the City of Huntington Beach, signalized locations may be added to or deleted from Exhibit "A". The same shall apply to revisions of the percentage share of an intersection attributed to the cities bound by this Agreement. All notices and written communications sent by one party to the other shall be personally delivered or sent by registered or certified U.S. Mail, postage Page 3 of 6 prepaid, return receipt requested, to the following addresses indicated below: If to FOUNTAIN VALLEY. - If to HUNTINGTON BEACH. City of Fountain Valley Public Works Department Att: Traffic Engineer 10200 Slater Avenue Fountain Valley, CA 92708 City of Huntington Beach Public Works Department Att: Transportation Manager 2000 Main Street Huntington Beach, CA 92648 The effective date of any notice or written communication sent by one party to the other shall be the date received if by personal service, or forty-eight (48) hours after deposit in the U.S. Mail as reflected by the official U.S. postmark. Either parry may change its address by giving notice in writing to the other Ply 10. Arbitration: Any controversy or claim between the parties and arising out of or related to this Agreement, including but not limited to, the interpretation, breach, or enforcement thereof, shall be submitted to arbitration as mutually agreed upon by both parties. The arbitration decision shall be final and binding. 11. Indemnification and Hold Harmless: It is mutually understood and agreed by both parties that: HUNTINGTON BEACH shall defend, indemnify, hold free and harmless, FOUNTAIN VALLEY, its elected officials, its officers and employees, from and against any and all damages to property or injuries to or death of any person or persons, and shall defend, indemnify, save and hold harmless FOUNTAIN VALLEY, its elected officials, its officers and employees from any and all .claims, demands, suits, actions, or proceedings of any kind or nature, including, but not by way of limitation, all civil claims, workers' compensation claims, and all other claims resulting from or arising out of the acts, errors, or omissions of HUNTINGTON BEACH, its employees, and/or authorized subcontractors, whether intentional or negligent, in the performance of this Agreement. FOUNTAIN VALLEY shall defend, indemnify, hold free and harmless, Page 4 of 6 HUNTINGTON BEACH, its elected officials, its officers and employees, from and against any and all damages to property or injuries to or death of any person or persons, and shall defend, indemnify, save and hold harmless HUNTINGTON BEACH, its elected officials, its officers and employees from any and all claims, demands, suits, actions, or proceedings of any kind or nature, including, but not by way of limitation, all civil claims, workers' compensation claims, and all other claims resulting from or arising out of the acts, errors, or omissions of FOUNTAIN VALLEY, its employees, and/or authorized subcontractors, whether intentional or negligent, in the performance of this Agreement. 12. Insurance: Each party shall obtain, at its sole cost and expense, and keep in force throughout the term of the Agreement, any and all of insurance, of appropriate kinds and amounts which, in its own judgment, may be necessary for the proper protection of any of its officers', employees', agents', or authorized subcontractors' own actions during the performance of this Agreement. 13. Integration and Modification: This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter herein, and contains all of the covenants and agreements between the parties with respect to said matter. Each party to this Agreement acknowledges that no representation by any party which is not embodied herein, nor any other agreement, statement, or promise not contained in this Agreement, shall not be valid and binding. Any other agreement or modification of this Agreement shall be effective only if it is in writing and signed by both parties. 14. Governing Law: This Agreement shall be governed and construed in accordance with the laws of the State of California. 15. Assignability: This Agreement may not be sold, transferred, or assigned by either party, or by operation of law, to any other person or persons or business entity, without the other party's written permission. Any such sale, transfer, or assignment, or attempted sale, transfer, or assignment without written permission, may be deemed by the other party to constitute a voluntary termination of this Agreement, and this Agreement shall thereafter be deemed terminated and void. 16. Validity: The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any of the other provisions of this Agreement. 17. Attorney's Fees: In the event any legal proceeding is instituted to enforce any Page 5 of 6 term or provision of this Agreement, the prevailing party in said legal proceeding shall not be entitled to recover attorneys' fees and costs from the opposing parry. Each party shall bear its own attorney's fees and costs. 18. Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought referring expressly to this Paragraph. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 19. Headings: Section and subsection headings are not to be considered part of this Agreement, are included solely for convenience, and are not intended to modify or explain or to be a full or accurate description of the content thereof. 20. Counterparts: This Agreement may be executed in one or more counterparts by the parties hereto. All counterparts shall be construed together and shall constitute one agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written. CITY OF FOUNTAIN VALLEY CITY iTON BEACH Raymond H. Kromer, City Manager Fred XIJIMA, City Administrator ATT�ST: Robin Roberts, City Clerk APPRI AST FORM: Alan R. Burns, City Attorney ATTEST: Joan Flynn, City Clerk AP OVED AS TO FORM: ifer McGrath, City Attorne Page 6 of 6 r EXHIBIT repay INTERSECTION/TRAFFIC SIGNAL PRORATE® COST (%) HB FV CONTROLLING JURISDICTION OPERATIONS MAINTENANCE Warner Ave./Newland St. 100 0 HB HB Warner Ave./Magnolia St. 50 50 FV FV Newland St./Slater Ave. 75 25 HB HB Newland St./Talbert Ave. 75 25 HB HB Newland St./Ellis Ave. 50 50 HB HB Newland St./Garfield Ave. 87.5 12.5 HB HB Garfield Ave./Magnolia St. 65 35 HB HB Garfield Ave./Bushard St. 65 35 HB HB Garfield Ave./Brookhurst St. 65 35 HB HB Garfield Ave./Ward St. 65 35 HB HB