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1 ` COOPERATIVE AGREEMENT NO. C-0-2038
2 BETWEEN
3 ORANGE COUNTY TRANSPORTATION AUTHORITY
4 AND
5 CITIES OF FOUNTAIN VALLEY, HUNTINGTON BEACH, AND SANTA ANA
6 FOR
7 MACARTHUR BOULEVARD / TALBERT AVENUE REGIONAL TRAFFIC SIGNAL
8 SYNCHRONIZATION PROGRAM PROJECT
9 THIS COOPERATIVE AGREEMENT (Agreement), is effective this _5_ day of
10 _January_, 2021 ("Effective Date"), by and between the Orange County Transportation Authority,
11 550 South Main Street, P.O. Box 14184, Orange California 92863-1584, a public corporation of the State
12 of California (herein referred to as "AUTHORITY') and the cities of Fountain Valley, Huntington Beach,
13 and Santa Ana (hereinafter referred to as 'PARTICIPATING AGENCIES') each individually known as
14 'Party" and collectively known as the "Parties".
15 RECITALS:
16 WHEREAS, the AUTHORITY in cooperation with the PARTICIPATING AGENCIES is working
17 together in coordinating traffic signals across multiple jurisdictional boundaries as a part of the Solutions
18 for Congested Corridors Program (hereinafter, "SCCP") and the Measure M2 Regional Traffic Signal
19 Synchronization Program (hereinafter, "RTSSP" or 'Project P") to enhance countywide traffic flow and
20 reduce congestion; and
21 WHEREAS, the AUTHORITY has competed in the competitive 2018 SCCP Call for Projects
22 (hereinafter, "2018 SCCP CALL") in support of the SCCP and was awarded Senate Bill 1 funds based
23 on the application (hereinafter, "APPLICATION') prepared by the AUTHORITY (hereinafter referred to
24 as the "APPLICANT AGENCY') for implementation of signal synchronization of traffic signals along
25 MacArthur Boulevard / Talbert Avenue between the intersections of Gothard Street in the City of
26 Huntington Beach and MacArthur Place in the City of Santa Ana (hereinafter, 'PROJECT'); and
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COOPERATIVE. AGREEMENT NO, C-0-2038
MACARTHUR BOULEVARD fTALBERT AVENUE — RTSSP
WHEREAS, the PARTICIPATING AGENCIES have elected to designate the AUTHORITY and
the AUTHORITY agrees to act as the implementing agency to carry out PROJECT; and
WHEREAS, the PROJECT will include approximately twenty-six (26) traffic signalized
Intersections; and
WHEREAS, the PROJECT will Include Intelligent Transportation System (ITS) elements
identified in the APPLICATION Including certain hardware and software upgrades to Intersection and
central control systems Including Advanced Transportation Controller units (ATC), telematics and
Interconnect systems, Advanced Transportation Management Systems (AIMS), Roadside Units
(RSU), and other associated systems (hereinafter collectively referred to as "ITS ELEMENTS"), will
be constructed and/or installed and implemented as part of the PROJECT; and
WHEREAS, the AUTHORITY agrees to work with PARTICIPATING AGENCIES to coordinate
the inclusion of other ITS elements (hereinafter, "OTHER ELEMENTS") that should be Installed at the
same time as the construction of the PROJECT and are not part of this Agreement; and
WHEREAS, all costs associated with the inclusion of these OTHER ELEMENTS, if any, are
the sole responsibility of the Party owning each and any of those OTHER ELEMENTS during the
project; and
WHEREAS, AUTHORITY and each respective Party acknowledge and understand that in-
house resources (staff) from Party will provide various services for PROJECT; and
WHEREAS, AUTHORITY and each respective Party acknowledge and understand that
PROJECT costs for various types of additional work required by each respective Party, by its staff, or
by policy, may not have been Included In the original application and therefore costs to Contractors or
consultants to comply with staff requirements are not included in the PROJECT allocation; and
WHEREAS, AUTHORITY and Parties agree that these costs will be paid by PROJECT; and
WHEREAS, Parties and each respective Party acknowledge and understand that the costs for
the additional work may be reversed by AUTHORITY's Audit; and
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COOPERATIVE AGREEMENT NO. C-0-2038
MACARTHUR BOULEVARD /TALBERT AVENUE— RTSSP
WHEREAS, based on AUTHORITY's Board of Directors approved PROJECT ALLOCATION, the
AUTHORITY agrees to implement the PROJECT; and
WHEREAS, the PARTICIPATING AGENCIES agree to provide PROJECT funding in a cash
match of One Hundred Forty Eight Thousand, Seventy Six Dollars ($148,076), as shown in Attachment
A, or equivalent to at least four percent (4%) of PROJECT cost; and
WHEREAS, the AUTHORITY and the PARTICIPATING AGENCIES desire to enter into this
Agreement to implement the PROJECT in support of SCCP and Project P; and
WHEREAS, this Agreement defines the specific terms, conditions, and funding responsibilities
between the AUTHORITY and the PARTICIPATING AGENCIES for the implementation of the
PROJECT; and
WHEREAS, the AUTHORITY'S Board of Directors authorized funding for the PROJECT on
January 27, 2020; and
WHEREAS, the City of Fountain Valley's City Council approved this Agreement on the /D
day of at , 2020.
WHEREAS, the City of Huntington Beach's City Council approved this Agreement on the
day of 2020.
WHEREAS, the City of Santa Ana's City Council approved this Agreement on the 16� day of
iXg , 2020.
NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and the
PARTICIPATING AGENCIES as follows:
ARTICLE 1. COMPLETE AGREEMENT
A. This Agreement, including any attachments incorporated herein and made applicable by
reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this
Agreement between AUTHORITY and PARTICIPATING AGENCIES and it supersedes all prior
representations, understandings, and communications. The invalidity in whole or in part of any term or
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COOPERATIVE AGREEMENT NO., C-0-2038
MACARTHUR BOULEVARD / TALBERT AVENUE— RTSSP
1 condition of this Agreement shall not affectthe validity of other term(s) or conditionals) of this Agreement.
2 The above referenced Recitals are true and correct and are incorporated by reference herein.
3 B. AUTHORITY's failure to Insist on any instance(s) of PARTICIPATING AGENCIES'
4 performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or
6 relinquishment of AUTHORITY's right to such performance or to future performance of such term(s) or
6 condillon(s), and PARTICIPATING AGENCIES' obligation in respect thereto shall continue in full force
7 and effect. Changes to any portion of this Agreement shall not be binding upon AUTHORITY except when
8 specifically confirmed in writing by an authorized representative of AUTHORITY by way of a written
9 amendment to this Agreement and Issued in accordance with the provisions of this Agreement.
10 C. PARTICIPATING AGENCIES' failure to Insist on any instance(s) of AUTHORITY's
11 performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or
12 relinquishment of PARTICIPATING AGENCIES' right to such performance or to future performance of
13 such term(s) or condition(s), and AUTHORITY'S obligation in respect thereto shall continue in full force
14 and effect. Changes to any portion of this Agreement shall not be binding upon PARTICIPATING
16 AGENCIES except when specifically confirmed in writing by an authorized representative of
16 PARTICIPATING AGENCIES by way of a written amendment to this Agreement and issued in
17 accordance with the provisions of this Agreement.
18 ARTICLE 2,_ SCOPE OF AGREEMENT
19 This Agreement specifies the roles and responsibilities of the Parties as they pertain to the
20 subjects and projects addressed herein. Both AUTHORITY and PARTICIPATING AGENCIES agree
21 that each will cooperate and coordinate with the other in all activities covered by this Agreement and any
22 other supplemental agreements that may be required to facilitate purposes thereof.
23 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
24 AUTHORITY agrees to the following responsibilities for funding of the PROJECT:
26
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COOPERATIVE AGREEMENT NO, C-0-2038
MACARTHUR BOULEVARD I TALBERT AVENUE — RTSSP
A. AUTHORITY shall Implement the PROJECT based on the intent of the usage in the
APPLICATION prepared by the APPLICANT AGENCY in accordance with the policies and procedures
contained in the SCCP and Comprehensive Transportation Funding Program (CTFP) Guidelines.
B. AUTHORITY shall provide oversight to maintain inter -jurisdictional traffic signal
operational integrity between PROJECT and other similar type projects not older than three (3) years.
C. AUTHORITY will act as the LEAD AGENCY and provide and file all documentation
necessary to comply with California Environmental Quality Act (CEQA) regulations for PROJECT.
D. AUTHORITY shall perform web -based public outreach activities for the project to
communicate major project milestones and results.
E. AUTHORITY shall provide formats, templates, and guidance in reporting requirements as
described in the SCCP and CTFP Guidelines.
F. AUTHORITY, or agents of AUTHORITY, under this Agreement and upon closeout of
PROJECT, may perform a technical and/or field review to ensure that the guidelines, policies, and
procedures were followed. Such a review may be performed one hundred and eighty (180) days after the
PROJECT three-year grant period is complete. if the technical and or field review determines that any of
the activities performed are Ineligible for SCCP funding, PARTICIPATING AGENCIES must reimburse
and return the amount of funding used to perform the ineligible activity to AUTHORITY.
G. AUTHORITY shall invoice the PARTICIPATING AGENCIES as Identified in
APPLICATION and Attachment A for the dollar cash match at the end of the Primary Implementation
phase or at a mutually agreed upon time to facilitate any respective Party funding timeframes.
H. AUTHORITY shall request updates for the PROJECT as part of semiannual review
process, including documentation of in -kind match conforming to Attachment A and will include the
PROJECT in the list of active projects in OC Fund Tracker until completion of the three-year grant period.
Documents to be provided Include, but are not limited to, payroll records, contracts, and purchase orders.
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COOPERATIVE AGREEMENT NO. C-0-2038
MACARTHUR BOULEVARD 1 TALBERT AVENUE— RTSSP
ARTICLE 4 RESPONSIBILITIES OF THE AUTHORITY AS PROJECT LEAD AGENC�f
The AUTHORITY as the LEAD AGENCY agrees to the following responsibilities for the
implementation of the PROJECT:
A. AUTHORITY shall act as the LEAD AGENCY for the work necessary to manage, procure,
and complete the PROJECT as identified in APPLICATION.
B. To coordinate outreach with PARTICIPATING AGENCIES for PROJECT.
C. To collect all data necessary to provide new optimized timing plans including, but not
limited to, manual or video all movement counts at each PROJECT signalized intersection, and a mutually
agreed upon number and location of twenty-four (24) hour J seven (7) day automated machine traffic
counts with vehicle classification.
D. To develop and implement new timing plans optimized for signal synchronization.
E. To provide updated timing plans for all control systems and all relevant data used to
develop said plans to PARTICIPATING AGENCIES.
F. To prepare a "Before and After Study" for PROJECT as described in the Measure M2
Eligibility Guidelines adopted by the AUTHORITY. The "Before and After Study" for the project is
considered the equivalent of the required Project Final Report (Measure M2 Ordinance No. 3, Section
B.111,9) for PROJECT. The AUTHORITY shall provide the "Before and After Study" to the
PARTICIPATING AGENCIES in draft and final formats for review and comment. Party comments shall
be noted in the final study. If specified in APPLICATION, AUTHORITY shall provide a "Before and After
Study" video of a representative portion of PROJECT at up to two (2) public meetings.
ARTICLE 5 RESPONSIBILITIES OF THE PARTICIPATING AGENCIES
PARTICIPATING AGENCIES agree to the following responsibilities for implementation and
funding of PROJECT:
A. Provide a technical representative to meet and participate as a member of the
PROJECT's Traffic Forum.
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COOPERATIVE AGREEMENT NO. C-0-2038
MACARTHUR BOULEVARD / TALBERT AVENUE — RTSSP
B. To authorize the AUTHORITY to manage, procure, and implement all aspects of
PROJECT.
C. To participate and support PROJECT implementation within the timeframe outlined In
APPLICATION and consistent with the SCCP and CTFP Guidelines adopted by AUTHORITY,
D. To provide AUTHORITY all current intersection as -built drawings, all current
Intersections controller assembly plans as provided by the manufacturer and modified by Party since
original installation, local field master, local controller, and ATMS timing plans and other ITS related
data upon request.
E. To provide the local cash match for PROJECT in accordance with Attachment A.
Failure to provide local cash match and or evidence of in -kind services match may result in the loss
of future participation for competitive funding opportunities.
F. PARTICIPATING AGENCIES that have included a dollar match as Identified in
Attachment A shall provide payment for the dollar match to AUTHORITY within thirty (30) calendar
days of receipt of an invoice.
G. To waive all fees associated with any local agency permits that may be required of the
consultant, sub consultants, and/or service or equipment providers in the performance of the PROJECT.
H. PARTICIPATING AGENCIES shall provide updates on PROJECT to AUTHORITY as
part of semi-annual review process until completion of the three-year PROJECT grant period, Documents
to be provided include, but are not limited to, payroll records, contracts, and purchase orders.
I. PARTICIPATING AGENCIES shall, If specified in APPLICATION, continue Ongoing
Operations and Maintenance after the three-year grant period Is complete and continue until the end of
the PROJECT per additional maintenance of effort in APPLICATION.
J. The project Is partially funded by Senate Bill 1 (SB-1) and PARTICIPATING AGENCIES
agree to comply with all applicable SB-1 Accountability Guidelines, Solutions to Congested Corridors
Program and State requirements.
/
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COOPERATIVE AGREEMENT NO. C-0-2038
MACARTHUR BOULEVARD I TALBERT AVENUE — RTSSP
1 ARTICLE 6. DELEGATED AUTHORITY
2 The actions required to be taken by PARTICIPATING AGENCIES In the implementation of this
3 Agreement are delegated to their respective City Manager, or designee, and the actions required to be
4 taken by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief
5 Executive Officer designee.
6 ARTICLE 7, AUDIT AND INSPECTION
7 AUTHORITY and PARTICIPATING AGENCIES shall maintain a complete set of records in
8 accordance with generally accepted accounting principles. Upon reasonable notice, PARTICIPATING
9 AGENCIES shall permit the authorized representatives of AUTHORITYto Inspect and audit all work,
10 materials, payroll, books, accounts, and other data and records of PARTICIPATING AGENCIES for
11 period of five (5) years after final payment, final closeout, or until any on -going audit is completed,
12 whichever is later. For purposes of audit, the date of completion of this Agreement shall be the date of
13 AUTHORITY's payment of consultant's final billing (so noted on the paid invoice) under this Agreement.
14 AUTHORITY shall have the right to reproduce any such books, records, and accounts. The above
15 provision with respect to audits shall extend to and/or be included in contracts with PARTICIPATING
16 AGENCIES' contractor.
17 ARTICLE 8. INDEMNIFICATION
18 A. To the fullest extent permitted by law, PARTICIPATING AGENCIES shall defend
19 (at PARTICIPATING AGENCIES' sole cost and expense with legal counsel reasonably acceptable to
20 AUTHORITY), indemnify, protect, and hold harmless AUTHORITY, and Its officers, directors, employees,
21 and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits,
22 claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders,
23 penalties, and expenses Including legal costs and attorney fees (collectively "Claims"), Including but not
24 limited to Claims arising from injuries to or death of persons (PARTICIPATING AGENCIES' employees
26 Included), for damage to property, including property owned by AUTHORITY, or from any violation of any
26 federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful
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COOPERATIVE AGREEMENT NO. C-0.2038
MACARTHUR BOULEVARD / TALBERT AVENUE —RTSSP
misconduct of PARTICIPATING AGENCIES, Its officers, directors, employees or agents in connection
with or arising out of the performance of this Agreement.
B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole
cost and expense with legal counsel reasonably acceptable to PARTICIPATING AGENCIES), Indemnify,
protect, and hold harmless PARTICIPATING AGENCIES, Including their officers, directors, employees,
and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions; suits,
claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders,
penalties, and expenses Including legal costs and attorney fees (collectively "Claims"), including but not
limited to Claims arising from Injuries to or death of persons (AUTHORITY's employees included), for
damage to property, Including property owned by PARTICIPATING AGENCIES, or from any violation of
any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or
willful misconduct of AUTHORITY, its officers, directors, employees or agents in connection with or arising
out of the performance of this Agreement.
C. The indemnification and defense obligations of this Agreement shall survive its expiration
or termination.
2025.
ARTICLE 9. ADDITIONAL PROVISIONS
A. Term of Agreement: This Agreement shall be in full force and effect through June 30,
B. Amendment: This Agreement may be extended or amended in writing at any time by the
mutual consent of all Parties and AUTHORITY. No amendment shall have any force or effect unless
executed in writing by all Parties and AUTHORITY,
C. Termination: In the event any Party defaults In the performance of their respective
obligations under this Agreement or breaches any of the provisions of this Agreement, a non -defaulting
Party(s) shall have the option to terminate this Agreement upon thirty (30) calendar days prior written
notice to the Party in default.
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COOPERATIVE AGREEMENT NO. C-0-2038
MACARTHUR BOULEVARD I TALBERT AVENUE — RTSSP
D. Termination for Convenience: Either Party may terminate this Agreement for Its
convenience by providing thirty (30) calendar days prior written notice of Its Intent to terminate for
convenience to the other Party.
E. Compliance: AUTHORITY and PARTICIPATING AGENCIES shall comply with all
applicable federal, state, and local laws, statues, ordinances and regulations of any governmental
authority having jurisdiction over the PROJECT.
F.LecialAuthorl :AUTHORITY and PARTICIPATING AGENCIES hereto consent thatthey
are authorized to execute this Agreement on behalf of said Parties and that, by so executing this
Agreement, the Parties hereto are formally bound to the provisions of this Agreement,
G. Severability: If any term, provision, covenant or condition of this Agreement is held to be
invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the
remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or
condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
H. Counterparts of Agreement: This Agreement may be executed and delivered in any
number of counterparts, each of which, when executed and delivered shall be deemed an original and all
of which together shall constitute the same agreement. Facsimile signatures shall be permitted.
1. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or
authority hereunder may be assigned in whole or in part by either Party without the prior written consent
of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed
void and of no force and effect. Consent to one assignment shall be deemed consent to any subsequent
assignment, nor the waiver of any right to consent to such subsequent assignment.
J. Governing Law: The laws of the State of California and applicable local and federal laws,
regulations and guidelines shall govern this Agreement.
K. Litigation fees: Should litigation arise out of this Agreement for the performance thereof,
the court shall award costs and expenses, including attorney's fees, to the prevailing Party.
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COOPERATIVE AGREEMENT NO. C-0-2038
MACARTHUR BOULEVARD I TALBERT AVENUE— RTSSP
L. Notices: Any notices, requests, or demands made between the Parties pursuant to this
Agreement are to be directed as follows:
To FOUNTAIN VALLEY:
To AUTHORITY:
City of Fountain Valley
Orange County Transportation Authority
10200 Slater Avenue
550 South Main Street
Fountain Valley, CA 92708
P. O. Box 14184
Orange, CA 92863-1584
Attention: Temo Galvez
Attention: Venita Anderson
Deputy Public Works Director / City Engineer
Senior Contract Administrator
Tel: (714) 593-4517
Tel: (714) 560-5427
Email: temo.galvez(§Dfountainvallev.oro
E-mail: vnderson anocta.net
To SANTA ANA:
To HUNTINGTON BEACH:
City of Santa Ana
City of Huntington Beach
20 Civic Center Plaza
2000 Main Street
M-43
Huntington Beach, CA 92648
Santa Ana, CA 92702
Attention: Cesar Rodriguez
Attention: William Janusz
Acting Senior Civil Engineer
Principal Civil Engineer
Tel: (714) 647-5626
Tel: (714) 374-1628
Email: Crodriouez((Dsanta-ana.org
Email: wianuszCa)surfcity-hb.org
M. Force Maieure: Either Parry shall be excused from performing its obligations under this
Agreement during the time and to the extent that it is prevented from performing by an unforeseeable
cause beyond its control, including but not limited to: any incidence of fire, flood; acts of God;
commandeering of material, products, plants orfacilities by thefederal, state or local government; national
fuel shortage; or a material act or omission by the other Party, when satisfactory evidence of such cause
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COOPERATIVE AGREEMENT NO. C-0-2038
MACARTHUR BOULEVARD I TALBERT AVENUE— RTSSP
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-0-2038 to be
executed on the date of the last signature below.
CITY OF FOUNTAIN VALLEY
e . rothers
Mayor
Date:
ATTEST:
62 By: /vim
Rick Miller
City Clerk
Date: S--
APPROVED AS TO FORM
Bv:
Colin Burns
City Attorney
Date: .8 —/ O Z-<)
ORANGE COUNTY TRANSPORTATION AUTHORITY
By:
Meena Katakia
Manager, Capital Projects
Date: Il � ,I
APPROVED AS TO FORM:
0
ymftl Co nsel
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COOPERATIVE AGREEMENT NO. C-0-2038
MACARTHUR BOULEVARD /TALBERT AVENUE— RTSSP
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-0-2038 to be
executed on the date of the last signature below.
CITY OF HUNT[ 6Ti
B.
emeta
Mayor
Date:
-obin Est la
City Cler
APPROVED AS TO FORM
By: V
' Michael E. Gates AN
City Attorney
Date: SS-P 9i Tiv2v
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COOPERATIVE AGREEMENT NO. C-0-2038
MACARTHUR BOULEVARD /TALBERT AVENUE- RTSSP
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-0-2038 to be
executed on the date of the last signature below.
CITY OF SANTA ANA
Kristine Ridge
City Manager
Date: (a • t I. 2='1—
ATTEST:
Daisy Gomez
Clerk of the Council
Date:
APPROVED AS TO FORM
Sonia R. Carvalho, City Attorney
By: 7v" -f—�'
J hn M. Funk
Assistant City Attorney
Date: April 30, 2020
MENDED FOR APPROVAL
at'w
t4abil Saba, PE
Executive Director
Public Works Agency
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COOPERATIVE AGREEMENT NO. C-9.2038
MACARTHUR, BOULEVARD) TALBERT AVENUE - RTSSP
ATTACHMENT
DETAILED LOCAL MATCH COMMITMENT
TOTAL CASH .MATCH*
AGENCY
,_..
—Ilk tit+u'-
Primary Impiemq Ion
Oper'attons'&'Maintenance =
,
$ B4, 398.00
$ 3, 840.00
City of Fountain Valley
$ 68,238.00
$1,440.00
$ 960.00
City of Huntington Beach
$ 2,400.00
$ 6J,758.00
$ 7,680.00
City of Santa Ana
$ 77,438.00
$�135,596.00��,
$12,480.00
TOTAL
r
$148;076.00
*No in -kind match allowed on this project,
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