RECEIVED MAY,2.0-2024 BY:.. fuchuikuvet  ORGINAE  Board of Commissioners Agenda Item Transmittal Form Procurement/Contract Transmittal Form  Type ofc contract: 1yearD Multi-yearD Single Event D Contract #:  BOCApproval Date:  Submission Information Contact Name: Brian A. Kelley Transportation  Vendor Information  Vendor Name: Georgia DeptofTransportation Address: 935 United. Ave, Building 24, Floor 4  Department: Rockdale County Department of  (GDOT)  geaMApea Address: Atlanta, GA 30316  Project' Title: SigOps amadmatlindtaang Email: Ptegachovaelotgagor  (MOU)  Phone #: 404.635.2842 Contact: Anna Plegachova Term of contract: 10 years  Funding Account Number: TBD Contract: amount:  Contract Type: Goods0) Services (X) Labor 0 Contract. Action: New 0 Renewal0) Change Order0)  Original Contract Number: approved for processing. Signature:  Finance Director Signature Ihave reviewed thea attached contract, and the amount is  Procurement Manager Signature Ihave reviewed the attached contract, andi iti is in compliance with Purchasing Policies of Rockdale County. Zuzlwe  Date:  Signature:  Date: 5l22124  Detailed Summary of Contract:  Georgia Department ofTransportation Statewide Traffic Signal Operations Program, (SigOps) seeks to actively manage and monitor traffic signals across jurisdictional boundaries within the State of Georgia through the use of applications, software, telecommunications, and other advanced technologies commonly known as intelligent transportation systems. This statewide intergovernmental agreement will promote the flow of traffic from one jurisdiction to the other while providing consistent, safe, reliable, and secure travel through improved traffic signal  operations.  Department Head/Elected Official Signature:  Date: 5/17/24  B.A. Kelley  2074-2ln    Intergovernmental Agreement  BETWEEN AND ROCKDALE COUNTY FOR  THE GEORGIA DEPARTMENT OF TRANSPORTATION  TRAFFIC SIGNAL OPERATIONS PROGRAM (SigOps) COORDINATION  THIS AGREEMENT ("Agreement") is made and entered into this  day of  20, ("Effective Date") by and between the Georgia Department of Transportation (hereinafter "GDOT" or DEPARIMENT) an agency of the State of Georgia, and Rockdale County (hereinafter the "LOCAL GOVERNMENIChereinatter sometimes individually referred to as WHEREAS, the State of Georgia can benefit substantially through improved traffic signal WHEREAS, cooperation and coordination across jurisdictional boundaries can improve WHEREAS, the DEPARTMENT has created a Statewide Traffic Signal Operations Program, SigOps, (hereinafter the PROGRAM") to actively manage and monitor traffic signals across jurisdictional boundaries within the State of Georgia through the use of applications, software, telecommunications, and other advanced technologies commonly known as intelligent WHEREAS, the PROGRAM will include management and monitoring of traffic signals that the WHEREAS, thel PROGRAM's vision statement ist to provide consistent, safe, reliable, and secure NOW THEREFORE, the DEPARTMENT and the LOCAL GOVERNMENI, governmental entities of the State of Georgia, pursuant to Article IX, Section III, Paragraph I (a) of the Constitution of the State of Georgia of 1983, are authorized to enter into this intergovernmental agreement, and in consideration of mutual promises made and of the benefits to flow from one to the other, the DEPARTMENT and the LOCAL GOVERNMENT hereby agree as follows:  "PARTY", or collectively referred to as the" "PARTIES").  operations; and  efficiencies in traffic flow; and  transportation systems ("ITS"); and  LOCALGOVERNMENT is responsible for operating and maintaining; and travel through improved traffic signal operations CVISIONSTATEMENT).  I.  RESPONSIBILITIES  a. The LOCAL GOVERNMENT shall cooperate with the DEPARTMENT and the DEPARTMENT shall cooperate with the LOCAL GOVERNMENT to share access to  data gained from traffic signals through ITS.  Page 1of6 Rev.. June 1, 2021    b. The DEPARTMENT will maintain and update traffic signal timing in coordination with the LOCAL GOVERNMENT in a manner consistent with the VISION STATEMENT of the PROGRAM. The DEPARTMENT will coordinate with the LOCAL GOVERNMENT prior to making adjustments that will substantially impact C. The LOCAL GOVERNMENT will remain responsible for maintenance, repair, and upgrades for the traffic signals and will retain responsibility for any and all emergency maintenance. The DEPARTMENT may assist with the maintenance, repair, and upgrades of traffic signals and other activities needed to improve and optimize traffic signal operations and performance upon LOCALGOVERNMENT request. d. The DEPARTMENT may assist the LOCAL GOVERNMENT with remote monitoring, notification, and remediation oftraffic signal and ITS malfunctions within e. During special events and/or occurrences, including planned events, unplanned events, severe weather, and emergency events, the DEPARTMENT will coordinate with the LOCAL GOVERNMENT to gain temporary access to additional traffic signals and - Nothing contained in this Agreement shall be deemed to alter the responsibility oft the LOCAL GOVERNMENT for responding and making adjustments to traffic signals to protect the safety of the traveling public. The LOCAL GOVERNMENT shall report all adjustments to the DEPARTMENT within five (5) calendar days oft the adjustment. g. The COUNTY shall provide feedback about the traffic signals and traffic operations,  the normal operation oftraffic signals.  the LOCAL COVERNMENTSjuiaidm  ITS in order to provide active traffic management.  including citizen complaints, to the DEPARTMENT.  h. Thel DEPARTMENT will fund 100% oft the cost for the PROGRAM.  The PARTIES shall cooperate to determine the extent OfPROGRAM: involvement in the LOCAL GOVERNMENT's operation and maintenance of traffic signals in its jurisdiction to be covered in this Agreement. As the PROGRAM develops, the PARTIES may modify the PROGRAM's level of involvement in local traffic signal  operations and maintenance under this Agreement.  II. DURATION  This Agreement shall become effective upon its execution by the PARTIES and shall continue for ten (10) years from the Effective Date, unless otherwise extended by mutual consent of the PARTIES in writing or terminated earlier pursuant to Section III of this  Agreement.  Page2 2of6 Rev.. June: 1, 2021    II. TERMINATION  a. Termination for Convenience: Either PARTY may terminate this Agreement for any reason upon providing sixty (60) days' advanced written notice to the other PARTY. b. Immediate Termination: This Agreement will terminate immediately and absolutely if the DEPARTMENT determines that adequate funds are: no longer available for GDOT C. Termination for Breach: Should either PARTY fail to comply with any of its responsibilities contained in this Agreement, then other PARTY shall provide written notice to that PARTY requesting that the breach or noncompliance be remedied within fourteen (14) days of receipt written notice. If the breach or noncompliance is not remedied within the 14-day cure period, the PARTY shall have the option to immediately terminate this Agreement without additional written notice.  to satisfy its obligations.  IV. AMENDMENTS  Any and all modifications to this Agreement shall be by mutual consent in writing by the PARTIES. The Parties shall execute extension(s) of time or changes to scope in writing with the same formality as the execution oft the original Agreement.  V.  NOTICES  Any notices, requests, demands and other communications which may be required hereunder shall be in writing and shall either be mailed or transmitted by either first class United States certified mail, return receipt requested; delivery by carrier or personally  delivered to the appropriate Party; or facsimile transmission:  Georgia Department of" Transportation 935 United Avenue Atlanta, GA 30316 Attn: State Traffic Engineer Phone: 404-635-2800 Email: Rockdale County, Georgia 958 Milstead Avenue Attn: Director ofTransportation Phone: 770-278-7136  Email: Brian Kelyaksdikaw  VI. GENERAL PROVISIONS  a. ASSIGNMENT. The PARTIES hereto will not transfer or assign all or any of their rights, titles or interests hereunder or delegate any of their duties or obligations hereunder without the prior written consent of the other PARTY, which consent will  not be unreasonably withheld.  Page 30 of6 Rev.. June: 1, 2021    b. NON-WAIVER. No failure ofe either PARTY to exercise any right or power given to such party under this Agreement, or to insist upon strict compliance by the other PARTY with the provisions of this Agreement, and no custom or practice of either party at variance with the terms and conditions of this Agreement, will constitute a waiver of either PARTY's right to demand exact and strict compliance by the other C. NOTHIRDPARTY BENEFICIARIES. Nothing contained herein shall be construed as conferring upon or giving to any person, other than the PARTIES hereto, any rights d. SOVEREIGN IMMUNITY. Notwithstanding any other provision oft this Agreement tot the contrary, no term or condition ofthis Agreement shall be construed ori interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions under the Georgia Constitution or the United States Constitution. e. CONTINUITY. Each of the provisions of this Agreement will be binding upon and inure to the benefit and detriment of the PARTIES and the successors and assigns of TIME OF THE ESSENCE. All time limits stated herein are of the essence of this WHEREASCLAUSE. The Whereas Clauses herein are aj part ofthis Agreement and h. SEVERABILITY. Ifany one or more of the provisions contained herein are for any reason held by any court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision hereof, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein. - CAPTIONS. The brief headings or titles preceding each provision hereof are for purposes ofidentification and convenience only and should be completely disregarded GOVERNINGLAW. This Agreement will be governed, construed under, performed, k. RISK ALLOCATON. Each Party shall conduct its own functions under this Agreement in accordance with state law at its sole cost, risk and responsibility. I INTERPRETATION. Should any provision of this Agreement require judicial interpretation, it is agreed that the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one  PARTY with the terms and conditions oft this Agreement.  or benefits under or by reason of this Agreement.  the PARTIES. Agreement.  are incorporated herein by reference.  inc construing this Agreement.  and enforced in accordance with the laws oft the State of Georgia.  Page 4 of6 Rev.. June: 1, 2021    PARTY by reason oft the rule of construction that a document is to be construed more strictly against the PARTY who itself or through its agent prepared the same, it being agreed that the agents of all PARTIES have participated in the preparation hereof. m. EXECUTION IN COUNTERPARIS. This Agreement may be executed in any number of counterparts with the same effect as if all Parties had all signed the same document. All counterparts will be construed together and will constitute one n. AUTHORITY/SIGNATURE. The individuals executing this Agreement on behalf ofeachPARTY represents that they are authorized to execute this Agreement on behalf oftheir respective entities, and to bind such PARTY to the terms and conditions oft this 0. Pursuant to O.C.G.A. Sec. 50-5-85, COUNTY hereby certifies that it is not currently engaged in, and agrees that for the duration of this contract, it will not engage in a p. ENTIRE AGREEMENT. This Agreement supersedes all prior negotiations, discussion, statements and agreements between the PARTIES and constitutes the full, complete and entire agreement between the PARTIES with respect hereto; no member, officer, employee or agent of either PARTY has authority to make, or has made, any statement, agreement, representation or contemporaneous agreement, oral or written, in connection herewith, amending, supplementing, modifying, adding to, deleting from, or changing the terms and conditions of this Agreement. No modification ofor amendment to this Agreement will be binding on either PARTY hereto unless such modification or amendment will be properly authorized, in writing, properly signed by  Agreement.  Agreement.  boycott of Israel.  both PARTIES.  The remainder of this page intentionally left blank. Signatures are on the following page.  Page 50 of6 Rev. June 1, 2021    IN WITNESS WHEREOF, the DEPARTMENT and the LOCAL GOVERNMENT have caused  these presents to be signed, sealed and delivered all as oft the date hereof.  Georgia Department orTransportation  Rockdale County, Georgia  Commissioner  Osborn Nesbitt, Sr., Chairman  ATTEST:  ATTEST:  Jennifer Rutledge, Executive Director/County  Clerk  Signed, Sealed & Delivered This in the presence of:  Signed, Sealed & Delivered This in the presence of:  Day of  20  Day of  20  NOTARY PUBLIC  NOTARY PUBLIC  Approvede ast tof form M. Qader A. Balg, County/ Attomey  Page 6 of6 Rev.. June. 1, 2021