HomeMy WebLinkAboutORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) (17) Distributed 10/10/2024 A-2024-002
Accounting
CAM M
FPA COOPERATIVE AGREEMENT NO. C-3-2323
PM K Hart, C Cleveland, D Mata, A Valencia, S Grish
Vendor✓
CAMM L Bilynsky
COOPERATIVE AGREEMENT NO. C-3-2323
2 BETWEEN
3 ORANGE COUNTY TRANSPORTATION AUTHORITY
4 AND
5 CITY OF SANTA ANA
6 FOR
7 OPERATIONS AND MAINTENANCE OF THE
8 OC STREETCAR SYSTEM
9 THIS COOPERATIVE AGREEMENT ("Agreement"), is effective this Z day of
10 Vi�-Jk_� , 2024 ("Effective Date"), by and between the Orange County Transportation
11 Authority, 550 South Main Street, P.O. Box 14184, Orange California 92863-1584, a public corporation
12 of the State of California (hereinafter referred to as "AUTHORITY") and the City of Santa Ana, 20 Civic
13 Center Plaza, P.O. Box 1988, Santa Ana, CA 92701, a charter city and municipal corporation duly
14 organized and existing under the laws of the State of California (hereinafter referred to as "CITY") each
15 individually known as "Party" and collectively known as the "Parties".
16 RECITALS
17 WHEREAS, the AUTHORITY and the CITY entered into a Memorandum of Understanding
18 No. C-5-3295, ("MOU") on August 31, 2015 for the OC Streetcar Project, which MOU provides for the
19 Parties to work in partnership for the implementation of the OC Streetcar Project and the commitment by
20 the CITY to provide a portion of operating costs to the AUTHORITY;
21 WHEREAS, the AUTHORITY and the CITY entered into Cooperative Agreement No. C-5-3583
22 dated August 1, 2015, for the design phase of the OC Streetcar Project ("Design Agreement"), which set
23 forth the terms and conditions for the OC Streetcar Project design including, but not limited to,
24 AUTHORITY and CITY infrastructure;
25 WHEREAS, the AUTHORITY and the CITY entered into Cooperative Agreement No. C-6-1516,
26 dated April 18, 2017 for the construction phase of the OC Streetcar Project ("Construction Agreement"),
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COOPERATIVE AGREEMENT NO. C-3-2323
Return FULLLY EXECUTED
Copy to COTC, M-30
COOPERATIVE AGREEMENT NO. C-3-2323
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF SANTA ANA
FOR
OPERATIONS AND MAINTENANCE OF THE
OC STREETCAR SYSTEM
THIS COOPERATIVE AGREEMENT ("Agreement'), is effective this
day of
2024 ("Effective Date"), by and between the Orange County Transportation
Authority, 550 South Main Street, P.O. Box 14184, Orange California 92863-1584, a public corporation
of the State of California (hereinafter referred to as "AUTHORITY") and the City of Santa Ana, 20 Civic
Center Plaza, P.O. Box 1988, Santa Ana, CA 92701, a charter city and municipal corporation duly
organized and existing under the laws of the State of California (hereinafter referred to as "CITY") each
individually known as "Party" and collectively known as the "Parties".
RECITALS
WHEREAS, the AUTHORITY and the CITY entered into a Memorandum of Understanding
No. C-5-3295, ("MOU") on August 31, 2015 for the OC Streetcar Project, which MOU provides for the
Parties to work in partnership for the implementation of the OC Streetcar Project and the commitment by
the CITY to provide a portion of operating costs to the AUTHORITY,
WHEREAS, the AUTHORITY and the CITY entered into Cooperative Agreement No. C-5-3583
dated August 1, 2015, for the design phase of the OC Streetcar Project ("Design Agreement'), which set
forth the terms and conditions for the OC Streetcar Project design including, but not limited to,
AUTHORITY and CITY infrastructure;
WHEREAS, the AUTHORITY and the CITY entered into Cooperative Agreement No. C-6-1516,
dated April 18, 2017 for the construction phase of the OC Streetcar Project ("Construction Agreement'),
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COOPERATIVE AGREEMENT NO. C-3-2323
1 which set forth the terms and conditions for the OC Streetcar Project construction including, but not limited
2 to, AUTHORITY and CITY infrastructure;
3 WHEREAS, the AUTHORITY and the CITY entered into Cooperative Agreement No. C-6-1433,
4 Use of the City Right of Way Agreement("Use Agreement") dated March 17, 2017 for the AUTHORITY
5 to occupy and use a portion of the CITY right of way ("City ROW') for the operation and maintenance of
6 the OC Streetcar System;
7 WHEREAS, the AUTHORITY and the CITY entered into Amended and Restated Cooperative
8 Agreement No. C-94-859 for The Santa Ana Regional Transportation Center and the OC Streetcar
9 Agreement, ("SARTC Agreement") dated June 1, 2017, to include the design, construction, operations
10 and maintenance of the OC Streetcar System within the boundaries of the Santa Ana Regional
11 Transportation Center ("SARTC");
12 WHEREAS, the purpose of this Agreement is to establish the roles, responsibilities, and
13 expectations with respect to the operations and maintenance of the OC Streetcar System including Pre-
14 Revenue Operations and Revenue Service.
15 WHEREAS, the AUTHORITY's Board of Directors authorized this Agreement on
16 Vg\6--' )2,10Z-1 ; 1
17 WHEREAS, the CITY's City Council approved this Agreement on JanuarL� l(Or Zo 04
18 NOW, THEREFORE, it is mutually understood and agreed by the Parties as follows:
19 ARTICLE 1. DEFINITIONS
20 The following definitions will apply throughout this Agreement, which includes those attachments
21 hereto that are incorporated by reference.
22 A. "Asset Replacement" means the replacement of Capital Assets and is considered a capital
23 expenditure and not a maintenance activity.
24 B. "Authority Periodic Maintenance" means Preventive Maintenance activities in street running
25 sections of the System, performed by the AUTHORITY, requiring short-term roadway closures.
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COOPERATIVE AGREEMENT NO. C-3-2323
1 C. "Authority Routine Maintenance" means Preventive Maintenance activities in street running
2 sections of the System, performed by the AUTHORITY, which does not require any roadway closure.
3 D. "Authority Use Rights" means the rights to use the City ROW, as granted to the AUTHORITY
4 in the Use Agreement.
5 E. "Baseline Timing' is the timing of traffic signals and streetcar priority, established prior to
6 Revenue Operations, and acceptable to both Parties.
7 F. "Capital Assets" means all System components less those items considered disposable or
8 replaced on a regular basis.
9 G. "City Maintenance Activities" means maintenance activities performed by the CITY.
10 H. "City ROW' means the CITY's right of way, including streets and other improvements thereto,
11 which is owned or controlled by the CITY and to which the CITY has granted Authority Use Rights in the
12 Use Agreement.
13 I. "Controlled Work Access Zone" means the zone for which a Track Access Permit must be
14 secured from the AUTHORITY—see Exhibit D—Track Access.
15 J. "Days" means calendar days.
16 K. "Emergency" means an urgent, unexpected, and usually dangerous situation that poses an
17 immediate risk to health, life, property or environment and requires immediate action.
18 L. "Extensive Maintenance" means a planned maintenance or replacement activity, by either
19 Party, that requires a shutdown of System operations and the AUTHORITY's ability to provide passenger
20 service as intended.
21 M. "FEMA" means Federal Emergency Management Agency.
22 N. "Fiscal Year" means July 1st to June 30th.
23 O. "Guideway" means the area in which the streetcar vehicles will operate and is defined by the
24 outer limits of the concrete track slab.
25 P. "Occupied City ROW' means that portion of City ROW to be physically occupied by the
26 System in accordance with this Agreement and the Use Agreement.
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COOPERATIVE AGREEMENT NO. C-3-2323
1 Q. "OC Streetcar Protect" means the planning, design, financing, construction, and installation of
2 the OC Streetcar System as set forth in the Design Agreement and/or Construction Agreement. The OC
3 Streetcar Project becomes the OC Streetcar System upon initiation of Revenue Service.
4 R. "OC Streetcar System" or"System" means the OC Streetcar passenger transportation system
5 to be owned, operated, and maintained by the AUTHORITY, including all tracks, platforms, streetcar
6 vehicles, conduits, electrical lines, traction power poles, traction power substations, cross-span wires,
7 streetcar signal equipment, maintenance facilities and other functionally related and appurtenant
8 equipment and facilities. The limits of the System are illustrated in Exhibit A—System Map.
9 S. "OCS" means the overhead contact system that provides the overhead power to the streetcar
10 vehicles and includes the poles and foundations and all equipment supported by the poles, including but
11 not limited to the span wires, messenger wire, contact wire, insulators, and other functionally related and
12 appurtenant equipment and facilities.
13 T. "Operating Costs" means the cost associated with, but not limited to, operations of vehicles,
14 facilities, systems, supporting infrastructure, preventive maintenance of vehicles, facilities, system,
15 supporting infrastructure, ticketing and fare collection, marketing, administrations, safety, security and
16 other support after the System has entered Revenue Service.
17 U. "Preventive Maintenance" means the regular and routine maintenance of equipment and
18 assets in order to keep them running and prevent any costly unplanned downtime from unexpected
19 failure.
20 V. "Operating Revenue" means all revenue generated through passenger fares collected
21 through fare boxes, online ticket sales, ticket vending machines, store ticket vending machines or any
22 retail outlet. If a grant is supporting a free-fare period for riders, the grant funds will be considered
23 passenger fares and Operating Revenue.
24 W. "Operations Control Center" means a centrally located facility staffed by the AUTHORITY that
25 contains equipment to, in part, monitor and control the System.
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COOPERATIVE AGREEMENT NO. C-3-2323
1 X. "Payment" means the action or process of paying monetarily. In-kind match shall not be used
2 as Payment.
3 Y. "PE ROW' means OCTA's right of way, also known as the corridor, in part, where the Pacific
4 Electric railway operated, and for this Agreement, is between the CITY limits at Westminster Avenue and
5 Raitt Street excluding the crossings at Westminster Avenue, Fairview Street and 5th Street.
6 Z. "Platform" or "Platforms" are the facilities where streetcar passengers can enter or leave
7 streetcar vehicles along the Guideway. A Platform includes canopies, fare collection equipment, signage,
8 lighting, tactile strips, pedestrian guard rails, leaning rails, pavers or concrete surface materials, trash
9 receptacles, benches, walls supporting platform, communication cabinets, variable message signs,
10 cameras, and other functionally related and appurtenant equipment and facilities.
11 AA."Pre-Revenue Operations" is the simulation of Revenue Service during the construction
12 phase of the OC Streetcar Project. Pre-Revenue Operations allows the AUTHORITY and the CITY to
13 simulate Revenue Service, train streetcar operators, burn-in streetcar vehicles, utilize permit procedures,
14 and begin preparation for Revenue Service. Operations and maintenance activities, including track
15 access procedures, will begin upon the commencement of Pre-Revenue Operations.
16 BB."Revenue Service" means the point at which the System is operational and providing service
17 to the public as intended.
18 CC. "SSC" means the Safety and Security Committee.
19 DD. "Streetcar" or "Streetcars" means those rail vehicles utilizing the Guideway to carry
20 passengers.
21 EE."Track Access Permit" means the permit issued by the AUTHORITY for certain operational
22 and maintenance activities within the Controlled Work Access Zone as provided for in Exhibit D.
23 FF. "Transit Signal Priority Equipment" means the signal equipment used to provide Streetcar
24 signal priority on CITY streets. Transit Signal Priority Equipment includes the Streetcar priority detection
25 equipment typically located on CITY traffic signal poles or mast arms, the priority emitter installed on
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COOPERATIVE AGREEMENT NO. C-3-2323
1 Streetcars,the portions of the priority software specific to System operations and other functionally related
2 and appurtenant equipment and facilities.
3 ARTICLE 2. COMPLETE AGREEMENT
4 A. This Agreement, including any attachments incorporated herein and made applicable by
5 reference, constitutes the complete statement of the term(s)and conditions(s)of this Agreement between
6 the Parties on the subjects herein. This Agreement does not replace or supersede the MOU for the OC
7 Streetcar Project entered into prior to this Agreement, however, any terms or conditions in conflict shall
8 be controlled by this Agreement. The invalidity in whole or in part of any term or condition of this
9 Agreement shall not affect the validity of other term(s) or conditions(s) of this Agreement. The above
10 referenced Recitals are true and correct and are incorporated by reference herein.
11 B. The AUTHORITY's failure to insist on any instance(s) of the CITY's performance of any
12 term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of the
13 AUTHORITY's right to such performance or to future performance of such term(s) or condition(s), and
14 the CITY's obligation in respect thereto shall continue in full force and effect. Changes to any portion of
15 this Agreement shall not be binding upon the AUTHORITY except when specifically confirmed in writing
16 by an authorized representative of the AUTHORITY by way of a written amendment to this Agreement
17 and issued in accordance with the provisions of this Agreement.
18 C. The CITY's failure to insist on any instance(s) of the AUTHORITY's performance of any
19 term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of the
20 CITY's right to such performance or to future performance of such term(s) or condition(s), and the
21 AUTHORITY's obligation in respect thereto shall continue in full force and effect. Changes to any portion
22 of this Agreement shall not be binding upon the CITY except when specifically confirmed in writing by an
23 authorized representative of the CITY by way of a written amendment to this Agreement and issued in
24 accordance with the provisions of this Agreement.
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COOPERATIVE AGREEMENT NO. C-3-2323
1 ARTICLE 3. SCOPE OF AGREEMENT
2 This Agreement specifies the roles and responsibilities of the Parties as they pertain to the
3 subjects addressed herein. Both Parties agree that each shall cooperate and coordinate with the other
4 in all activities covered by this Agreement and any other supplemental agreements that may be required
5 to facilitate purposes thereof.
6 ARTICLE 4. RESPONSIBILITIES OF THE AUTHORITY
7 The AUTHORITY agrees to the responsibilities, requirements, and financial obligations identified
8 in Exhibit B - Operations, Exhibit C - Maintenance, and Exhibit D - Track Access attached hereto and
9 made part of this Agreement.
10 ARTICLE 5. RESPONSIBILITIES OF THE CITY
11 The CITY agrees to the responsibilities, requirements and financial obligations identified in Exhibit
12 B - Operations, Exhibit C- Maintenance, and Exhibit D-Track Access attached hereto and made part of
13 the Agreement.
14 ARTICLE 6. DELEGATED AUTHORITY
15 The actions required to be taken by the CITY in the implementation of this Agreement are
16 delegated to its City Manager, or designee, and the actions required to be taken by the AUTHORITY in
17 the implementation of this Agreement are delegated to the AUTHORITY's Chief Executive Officer, or
18 designee.
19 ARTICLE 7. FINANCIAL OBLIGATIONS OF THE PARTIES
20 A. AUTHORITY OPERATING COST RESPONSIBILITY
21 The AUTHORITY is responsible for the Operating Cost of the System.
22 B. CITY OPERATING COST RESPONSIBILITY
23 Commencing with Revenue Service,the CITY shall reimburse the AUTHORITY annually,through
24 Payment to the AUTHORITY, ten percent (10%) of the following sum: Operating Costs less any
25 Operating Revenue, as defined.
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COOPERATIVE AGREEMENT NO. C-3-2323
1 C. OPERATING COST ACCOUNTING
2 The AUTHORITY agrees to account for System Operating Costs and Operating Revenues
3 separately from other departments or cost categories. The level of detail will be consistent with existing
4 accounting systems within the AUTHORITY.
5 No later than the end of the second quarter of each Fiscal Year, the AUTHORITY shall send an
6 estimate of Operating Costs for the current Fiscal Year to the CITY to include the remainder of the current
7 fiscal year. Prior to the initiation of Revenue Service, and to the extent practicable, the AUTHORITY shall
8 provide the CITY with an estimate for Operating Costs for the remainder of the Fiscal Year the System
9 enters Revenue Service.
10 In the first quarter of each fiscal year, the AUTHORITY shall determine the Operating Costs and
11 Operating Revenues for the prior year.
12 D. BILLING AND PAYMENT
13 The AUTHORITY shall send the CITY an invoice with supporting documentation no later than the
14 first business day of the second quarter of each fiscal year or on or about October 1 for the CITY's share
15 of Operating Costs for the period of July 1 through June 30 of the preceding fiscal year. The AUTHORITY
16 shall provide adjustments to the invoice in accordance with Exhibit B, Section 2.5.2.
17 The CITY shall have sixty (60) days to pay the AUTHORITY. If the CITY disagrees with the
18 amount and requests an audit by an independent third party, the CITY shall pay for the audit and shall
19 pay the AUTHORITY an interim amount of 75% of the requested amount. Once the audit is completed
20 and subsequently reconciled by both Parties,the amount due shall be remedied. If the reconciled amount
21 is greater than the paid amount, the CITY shall pay the AUTHORITY the difference within sixty(60) days.
22 If the reconciled amount is less than the paid amount, the AUTHORITY shall refund the CITY the
23 difference within sixty (60) days.
24 ARTICLE 8. AUDIT AND INSPECTION
25 The Parties shall maintain a complete set of records in accordance with generally accepted
26 accounting principles. Upon reasonable notice, the AUTHORITY shall permit the authorized
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COOPERATIVE AGREEMENT NO. C-3-2323
1 representatives of the CITY to inspect and audit all work, materials, payroll, books, accounts, and other
2 data and records of the AUTHORITY related to operations and maintenance of the System for a period
3 of four (4) years after each payment was due to the AUTHORITY with respect to the financial terms in
4 Article 7. The CITY shall have the right to reproduce any such books, records, and accounts. The above
5 provision with respect to audits shall extend to and/or be included in third party contracts with the
6 AUTHORITY related to operations and maintenance as described in this Agreement.
7 ARTICLE 9. INDEMNIFICATION
8 A. To the fullest extent permitted by law, the CITY shall defend (at the CITY's sole cost and
9 expense with legal counsel reasonably acceptable to the AUTHORITY), indemnify, protect, and hold
10 harmless the AUTHORITY, its officers, directors, employees, and agents (collectively the "Indemnified
11 Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs,
12 judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses
13 including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising
14 from injuries to or death of persons (the CITY's employees included), for damage to property, including
15 property owned by the AUTHORITY, or from any violation of any federal, state, or local law or ordinance,
16 by the negligent acts, omissions or willful misconduct of the CITY, its officers, directors, employees or
17 agents in connection with or arising out of the performance of this Agreement.
18 B. To the fullest extent permitted by law, the AUTHORITY shall defend (at the AUTHORITY's
19 sole cost and expense with legal counsel reasonably acceptable to the CITY), indemnify, protect, and
20 hold harmless the CITY, its officers, directors, employees, and agents (collectively the "Indemnified
21 Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs,
22 judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses
23 including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising
24 from injuries to or death of persons (the AUTHORITY's employees included), for damage to property,
25 including property owned by the CITY, or from any violation of any federal, state, or local law or ordinance,
26 by the negligent acts, omissions or willful misconduct of the AUTHORITY, its officers, directors,
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COOPERATIVE AGREEMENT NO. C-3-2323
1 employees or agents in connection with or arising out of the performance of this Agreement.
2 C. The indemnification and defense obligations of this Agreement shall survive its expiration or
3 termination.
4 ARTICLE 10. TERM
5 Beginning on the Effective Date, this Agreement shall be operative for a period of fifty (50) years
6 (the "Initial Term"), subject to earlier termination as provided by Article 11. AUTHORITY may, in its
7 discretion, extend this Agreement upon the same terms and conditions existing at the time of such
8 extension for an additional term of up to twenty (20) years ("Extended Term"). To exercise its right to the
9 Extended Term, the AUTHORITY shall provide written notice to the CITY no later than twenty-four (24)
10 months prior to the expiration of the Initial Term. For any period beyond the Extended Term, this
11 Agreement may be extended by mutual consent of the Parties at any time prior to the expiration of the
12 Extended Term, to the extent permitted by law.
13 ARTICLE 11. TERMINATION
14 A. This Agreement may not be terminated by either Party for convenience.
15 B. This Agreement shall be subject to termination at the option of the CITY and by written notice
16 delivered to the AUTHORITY upon the occurrence of any of the following events:
17 (i) The Use Agreement is terminated;
18 (ii) The AUTHORITY abandons the Occupied City ROW, or expressly disavow the Authority
19 Use Rights; or
20 (iii) The AUTHORITY discontinues regular System operations for a consecutive period of one (1)
21 year consistent with this Agreement and requirements of the Federal Transit Administration,
22 provided any such discontinuance is not caused by Force Majeure as described in Article 12,
23 paragraph E or for other reasons outside the AUTHORITY's reasonable control.
24 C. The AUTHORITY may terminate this Agreement if the AUTHORITY determines, upon
25 reasonable notice to and concurrence by the CITY, that the System is not a viable mode of transportation
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COOPERATIVE AGREEMENT NO. C-3-2323
1 either due to lack of passengers, lack of revenue, lack of funding, other modes of transportation that are
2 developed making the System relatively inefficient, or other similar reasons.
3 ARTICLE 12. ADDITIONAL PROVISIONS
4 A. Compliance: The Parties shall comply with all applicable federal, state, and local laws,
5 statutes, ordinances and regulations of any governmental authority having jurisdiction over the System.
6 B. Legal Authority: The Parties hereto consent that they are authorized to execute this
7 Agreement on behalf of said Parties and that, by so executing this Agreement, the Parties hereto are
8 formally bound to the provisions of this Agreement.
9 C. Severability: If any term, provision, covenant or condition of this Agreement is held to be
10 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the
11 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or
12 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
13 D. Counterparts of Agreement: This Agreement may be executed and delivered in any number
14 of counterparts, each of which, when executed and delivered shall be deemed an original and all of which
15 together shall constitute the same agreement. Electronic or facsimile signatures will be permitted.
16 E. Force Maieure: Either Party shall be excused from performing its obligations under this
17 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable
18 cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God;
19 commandeering of material, products, plants or facilities by the federal, state or local government; national
20 fuel shortage; or a material act or omission by the other Party; when satisfactory evidence of such cause
21 is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond
22 the control and is not due to the fault or negligence of the Party not performing.
23 F. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or
24 authority hereunder may be assigned in whole or in part by either Party without the prior written consent
25 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed
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COOPERATIVE AGREEMENT NO. C-3-2323
1 void and of no force and effect. Consent to one assignment shall not be deemed consent to any
2 subsequent assignment, nor the waiver of any right to consent to such subsequent assignment.
3 G. Governing Law: The laws of the State of California and applicable local and federal laws,
4 regulations and guidelines shall govern this Agreement.
5 H. Litigation fees: Should litigation arise out of this Agreement for the performance thereof, the
6 court shall award costs and expenses, including attorney's fees, to the prevailing party.
7 I. Notices: Any notices, requests, or demands made between the Parties pursuant to this
8 Agreement shall be in writing and delivered by certified mail. Phone and e-mail may be used for
9 convenience but are not considered as official notice. Notice information may be changed by either Party
10 at any time upon written notification being received by the other Party of the change in notice information
11 with the information provided below. Notices are to be directed as follows:
To CITY To AUTHORITY:
City of Santa Ana Orange County Transportation Authority
20 Civic Center Plaza 550 South Main Street
P.O. Box 1988 P. O. Box 14184
Santa Ana, CA 92701 Orange, CA 92863-1584
Attention: Attention:
City Clerk Lydia Bilynsky
(714) 647-6520 Title: Department Manager
Email: CityClerk@santa-ana.org Contracts Administration & Materials
Management
Phone: (714) 560-5568
Cc: Email: Ibilynsky@octa.net
Executive Director of Public Works
(at same address) Tel: (714) 647-5654 Cc: Johnny Dunning, Jr.
E-Mail: nsaba@santa-ana.org Chief Operating Officer
Tel: (714) 560-5710
E-Mail: jdunning@octa.net
12 J. Subcontracting: The Parties may, in their sole discretion, enter into contracts with third
13 parties, or each other, to perform any of their obligations under this Agreement. The Parties shall include
14 in such contracts the obligation of the contractor to comply with all applicable terms of this Agreement,
15 including without limitation, insurance and indemnity requirements. Notwithstanding the foregoing, each
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COOPERATIVE AGREEMENT NO. C-3-2323
1 Party shall remain primarily responsible for performance of all obligations and exercise of all rights
2 assigned to each under this Agreement.
3 K. Dispute Resolution: All disputes arising under this Agreement shall be resolved in accordance
4 with the dispute resolution process in this section. The Parties shall diligently cooperate with each other
5 in an effort to resolve any dispute during the dispute resolution process. If a dispute arises under this
6 Agreement, either Party may file a written request with the other Party to invoke the dispute resolution
7 process. Upon receipt of such a request, each Party shall designate a staff representative, which
8 representatives shall meet within 14 days of the date of the written request in an effort to resolve the
9 dispute. If the dispute has not been resolved within 14 days or any extension thereof mutually agreed
10 upon by the Parties, the dispute shall be referred to the CITY's Executive Director of Public Works and
11 the AUTHORITY's Chief Operating Officer, who shall meet within 14 days of the referral in an effort to
12 resolve the dispute. If the Executive Directors are unable to resolve the dispute within fourteen (14) days
13 or any extension thereof mutually agreed upon by the Parties, then the dispute shall be referred to the
14 AUTHORITY's Chief Executive Officer and the CITY's City Manager, who shall meet within fourteen (14)
15 days of the referral in an effort to resolve the dispute. If the dispute remains unresolved within such
16 fourteen (14) days or any extension thereof mutually agreed upon by the Parties, either Party may initiate
17 litigation or seek any remedies available under applicable law.
18 L. Insurance: AUTHORITY is a self-insured public entity and shall maintain for the duration
19 of this agreement insurance against claims for injuries to persons or damages to property that may
20 arise from or in connection with its performance under this agreement. AUTHORITY shall require and
21 verify that all subcontractors maintain insurance meeting all the requirements stated herein and list
22 the CITY as an additional insured.
23 ARTICLE 13. INCORPORATION OF EXHIBITS
24 This Agreement in its entirety includes the Exhibits listed below, all of which are, by this reference,
25 incorporated herein and made part hereof as though fully set forth. The Exhibits of this Agreement are:
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COOPERATIVE AGREEMENT NO. C-3-2323
1 EXHIBIT A—System Map (Illustrative Only)
2 EXHIBIT B—Operations
3 EXHIBIT C —Maintenance
4 EXHIBIT D—Track Access
5 IN WITNESS WHEREOF, the Parties hereto have caused this
6 Cooperative Agreement No. C-3-2323 to be executed as of the date of the last signature below.
CITY OF SANTA ANA ORANGE COUNTY TRANSPORTATION AUTHORITY
By: .✓1 . ` By:
Tom Hatch Darrell E. Johnsod,
Interim City Manager Chief Executiv officer
i
ATTEST: APPROVED TO FORM:
By: By:
ennifer L.` II James M. Donich
City Clerk General Counsel
APPROVED TO FORM: APPROVAL RECOMMENDED:
By: By
r4�
Jose Montoya �yohnny Dunning ,Jr.',
Assistant City Attorney Chief Operating Offi8er
APPROVAL RECOMMENDED:
By:
Nabil Saba
Executive Director Public Works
7
Page 14 of 14
COOPERATIVE AGREEMENT NO. C-3-2323
EXHIBIT A
SYSTEM MAP
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Exhibit A
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COOPERATIVE AGREEMENT NO. C-3-2323
EXHIBIT B
OPERATIONS
1.0 DEFINITIONS
All capitalized terms used in this Exhibit B will have the same meaning ascribed to them in Article
1 of the Agreement.
2.0 AUTHORITY OPERATIONS
2.1 Pre-Revenue Operations
Pre-Revenue Operations will begin during the construction phase of the OC Streetcar Project
when construction is substantially complete, startup and testing is underway or complete, and the
AUTHORITY's Operations Control Center is staffed full time. The AUTHORITY shall notify the CITY in
writing at least two (2)weeks before Pre-Revenue Operations is initiated and twenty-four(24) hours prior
to Pre-Revenue Operations.
Pre-Revenue Operations will effectively begin operations with the exception of passenger service.
2.2 System Operations
The AUTHORITY is responsible for the operation of the System. System operations shall be
performed in a manner compliant with the requirements of this Agreement and as directed by the
AUTHORITY's Board of Directors.
System vehicles and operators traveling on the Guideway shall be subject to all traffic control
ordinances, statutes, and regulations, not in conflict with federal law.
2.3 Minimize Impacts
The AUTHORITY shall operate the System in a manner that minimizes negative impacts to the
CITY and other local jurisdictions, to the extent practicable, while meeting all local, state, and federally
mandated requirements.
2.4 Access
The Parties shall develop a program that allows the AUTHORITY to park service vehicles for a
time not longer than four (4) hours in metered stalls or other acceptable locations while performing
operational duties utilizing either government license plates, bagged meters, or other methods.
Exhibit B
Page 1
COOPERATIVE AGREEMENT NO. C-3-2323
EXHIBIT B
2.5 Train/Traffic Signal Coordination
Prior to Revenue Service, the Parties intend to establish the Baseline Timing for the CITY's traffic
signal system. The Parties recognize the need to balance automobile traffic progression and System
operations at a reasonable level where they share CITY streets. Once in Revenue Service, the Parties
shall work cooperatively to maintain a coordinated transportation system including traffic signals, the
Transit Signal Priority Equipment, and crossing gates.
2.5.1 Transit Signal Priority Committee
The CITY and AUTHORITY shall form a Transit Signal Priority Committee ("TSP Committee") to
coordinate, monitor and adjust the transit signal priority system. The TSP Committee shall comprise of
no more than three (3) representatives from each Party. The TSP Committee shall be responsible for
confirming the Baseline Timing prior to Revenue Service, determining which reports are necessary for
long term performance monitoring during transit signal priority software implementation, reviewing
performance reports once in Revenue Service, and determining signal timing and transit signal priority
strategies to balance automobile traffic progression and streetcar operations. The TSP Committee shall
meet twice yearly or as necessary to address traffic signal and streetcar progression issues. The
AUTHORITY shall chair the TSP Committee.
2.5.2 Data Collection and System Monitoring
The software intended for traffic signal data collection and system performance monitoring,
includes Miovision's Central Management Software (CMS), used for monitoring the Opticom system,
Econolite's Centracs Signal Performance Monitoring software, an add-on to the City's System, used for
monitoring signal timing and performance, and CAD — AVL (Computer Aided Dispatch — Automatic
Vehicle Location) software used by the AUTHORITY for monitoring streetcar performance. Specific
branding of software in this agreement does not preclude the TSP Committee from identifying and
approving appropriate, equivalent software. The AUTHORITY and CITY agree to split the cost of the
Miovision CMS and Econolite Centracs SPM software, or equivalents, license renewals, or upgrades.
The AUTHORITY shall pay the cost of the software license renewals and upgrades and shall include the
Exhibit B
Page 2
COOPERATIVE AGREEMENT NO. C-3-2323
EXHIBIT B
CITY's share, as necessary, in the annual O&M contribution invoice as identified in Article 7 of this
Agreement.
The CITY agrees to provide the AUTHORITY unlimited access to both the Miovision CMS and
Econolite Centracs SPM software in a manner that allows the AUTHORITY access to the software and
associated data without CITY involvement.
Each software package listed above includes "canned" performance reports. The TSP
Committee shall determine which performance reports are required. If either Party requests or requires
a customized report, the requesting Party shall pay for the development of that report.
2.5.3 Signal Timing
The CITY reserves the right to adjust traffic signal timing as necessary for basic operations,
synchronization, emergencies and incident management. Nevertheless, the CITY agrees to make traffic
signal changes in good faith and will not reduce transit signal priority to a level less than that achieved in
the Baseline Timing, as defined. The CITY shall notify OCTA's Operations Control Center when any
traffic signal timing has been modified along the System alignment.
2.6 Community Relations
The AUTHORITY shall develop a community program to inform local schools, businesses, and
neighborhoods about streetcar operations. No less than annually, the AUTHORITY shall present this
program to local schools, business, and neighborhoods along the System alignment or as mutually
agreed to otherwise.
2.7 Advertising
The AUTHORITY may advertise on the Streetcars and Platforms consistent with AUTHORITY
advertising policies.
3.0 CITY OPERATIONS
3.1 CITY Facilities
Exhibit B
Page 3
COOPERATIVE AGREEMENT NO. C-3-2323
EXHIBIT B
The CITY is responsible for the operations of CITY facilities and equipment including but not
limited to roadways, traffic signals, street lights, traffic signage, and all other facilities owned by the CITY
unless stated otherwise in this Agreement.
3.2 CITY Access
Vehicles owned or operated by the CITY may operate on the Guideway and in the Controlled
Work Access Zone in a manner consistent with public use. No work activities may occur in the Controlled
Work Access Zone unless a Track Access Permit is secured following the guidelines established in
Exhibit D. The Track Access Permit program will be established through coordination with the California
Public Utilities Commission ("CPUC") and initiated upon entry into Pre-Revenue Operations.
3.3 Third Party Permits
The CITY shall not issue permits for third party activities including, but not limited to, utility work,
construction activities, special events or other activities that will enter the Controlled Work Access Zone
unless the third party has secured a Track Access Permit from the AUTHORITY. The CITY agrees to
amend blanket permit language upon renewal to require permit holders to secure a Track Access Permit
as required from AUTHORITY. The AUTHORITY shall routinely provide information to local utility
providers on the requirements of the Track Access Permit program.
To the extent possible and along the System alignment, the CITY agrees to enforce the CITY's
requirement to secure a special event permit. Further, when special events occur along the System
alignment and a CITY permit has not been secured, the CITY shall support the AUTHORITY's efforts to
ensure the Controlled Work Access Zone remains clear.
3.4 Displays
Unless mutually agreed to in writing, the CITY and AUTHORITY shall not place, or allow to be
placed through permit, any displays or new attachments unrelated to System operations over or on any
OCS.
The CITY shall not place, or allow to be placed through permit, any displays within the Controlled
Work Access Zone, including banners, lights or other attachments.
Exhibit B
Page 4
COOPERATIVE AGREEMENT NO. C-3-2323
EXHIBIT B
After consultation with the CITY and irrespective of whether the CITY has issued a permit, the
AUTHORITY has the right to remove any banner or attachment if, in the opinion of the AUTHORITY,
such action is necessary for the safe operation or maintenance of the System.
3.5 Special Event Coordination and Operation
The special event applicant shall coordinate with the AUTHORITY for all CITY permitted special
event crossings, occurring on or directly adjacent to the Guideway,that could interfere with rail operations.
Permit requests for special events crossing the Guideway or occurring directly adjacent to the
Guideway must be submitted no less than sixty (60) days in advance of the event and will be reviewed
by both the AUTHORITY and the CITY, in coordination with CITY permit requirements and Track Access
Permit procedures. In these situations, the AUTHORITY will have an active role in the permit approval
and must issue a Track Access Permit prior to the CITY issuance of a special event permit. The
AUTHORITY, in its sole discretion, shall issue Track Access Permits in a timely manner and not cause
special events to be unduly prohibited. The AUTHORITY may serve as an advisor on permit requests
for special events in locations other than adjacent to or crossing the Guideway that may impact or benefit
from passenger service.
The CITY shall be responsible for all non-System special event activities including, but not limited
to traffic control, adjusted signal timing and road/sidewalk closures. The AUTHORITY shall be
responsible for all System-related special event activities including but not limited to switch adjustments,
flaggers and additional operational support. Additional operational costs shall be borne by the event
originator.
3.6 Ridership Enhancement
The CITY may coordinate ridership enhancement events within Streetcars. All events shall be
with a focus on increasing ridership and no other reason. Events shall be coordinated with OCTA's
Marketing Department and shall require a Track Access Permit. Permit applications shall include, beyond
standard application input, information on the number of participants, the duration of the event, and a
brief description of the activity to be performed. The AUTHORITY reserves the right to decline the
Exhibit B
Page 5
COOPERATIVE AGREEMENT NO. C-3-2323
EXHIBIT B
application or modify it as necessary to ensure there is no impact to System operations, maintenance,
and public safety.
3.7 Minimize Impacts
The CITY shall minimize negative impacts and interference to the AUTHORITY's operation of the
System, to the extent practical, while meeting all local, state and federally mandated requirements.
4.0 FIRE/LIFE/SAFETY COORDINATION
4.1 General
The Parties agree that the Guideway is not to be considered or treated as a designated primary
emergency response route, throughway, or short cut. The CITY is the designated first emergency
responder for all incidents that involve, or appear to involve, public health, safety, or welfare on the
Guideway or adjacent thereto within the CITY.
4.2 Safety & Security Committee
The AUTHORITY shall chair the Safety&Security Committee ("SSC") to develop and coordinate
regional safety and security provisions. The CITY may participate in any SSC meeting. The CITY agrees
to participate if requested by the AUTHORITY. The SSC shall meet quarterly or as deemed appropriate.
The SSC shall serve as the forum for City, and agency input on safety and security issues.
4.3 Operational Safety
All Parties recognize the need to promote safety for both the public and for CITY and AUTHORITY
workers in the Controlled Work Access Zone. The AUTHORITY shall comply with the AUTHORITY's
Public Transit Agency Safety Plan ("PTASP") as required by Title 49 of the Code of Federal Regulations
("CFR") parts 673 and 674, as currently existing or hereafter amended, consistent with acceptable
industry standards and including the operational functions of the System. Additionally, the AUTHORITY
shall establish Track Access Permit protocols consistent, at a minimum, with CPUC requirements.
4.4 Emergency Procedures
If no emergency plan exists, the AUTHORITY shall develop a plan or amend existing plans with
the requirements defined in National Fire Protection Association 130 ("NFPA 130") —Standard for Fixed
Exhibit B
Page 6
COOPERATIVE AGREEMENT NO. C-3-2323
EXHIBIT B
Guideway Transit and Passenger Rail Systems, Chapter 9, as it currently exists or is hereafter amended,
and other applicable guidelines and regulations. The emergency plan will be reviewed and coordinated
with State and local emergency response departments.
4.5 Emergency Drills
Emergency response drills will be conducted at periodic intervals as established in the applicable
emergency plan. The AUTHORITY shall plan and conduct drills in coordination with appropriate
emergency response organizations through the SSC.
4.6 Emergency Situations
4.6.1 Emergency Notification
Any emergency condition that may affect operations or public safety that comes to the knowledge
of CITY personnel or any actual emergency response action along the Guideway shall be reported
immediately to the AUTHORITY's Operations Control Center to the extent circumstances permit.
Likewise, any emergency condition on a CITY facility that may affect operations or public safety that
comes to the knowledge of the AUTHORITY personnel, or any actual emergency response action along
a CITY street, corridor, or facility including portions in the operational throughway initiated by the
AUTHORITY personnel shall be reported immediately to the CITY or appropriate contact to the extent
circumstances permit.
4.6.2 Emergency Use of Guideway
Notwithstanding Section 4.1, the Guideway will be available for emergency use by the CITY upon
contact with the AUTHORITY's Operations Control Center.
At the request of the emergency response official, the incident commander on the scene, or their
designee in charge at the location of an incident, the AUTHORITY shall remove power from the OCS and
prevent rail traffic in the affected area of the Guideway.
The Parties' emergency response personnel shall work cooperatively to minimize power
interruption and blockage of the Guideway. These situations will be limited to events where no other
reasonable alternatives, as determined by the incident commander, are available to enable the Parties'
Exhibit B
Page 7
COOPERATIVE AGREEMENT NO. C-3-2323
EXHIBIT B
emergency response organizations to perform their life/safety responsibilities. These responsibilities
include providing emergency medical treatment and investigating criminal acts or traffic accidents that
occur on, or adjacent to, the Guideway. While every effort will be made to clear the Guideway as soon
as practical, the proper and complete investigation of any incident takes precedence over the disruption
of service and a return to service. Coordination for continuous improvement will be through the SSC.
Procedures for interrupting and restoring power will be consistent with NFPA 130, Chapter 9
(latest). Detailed procedures will be developed by the AUTHORITY and coordinated with the SSC. Prior
to the start of Pre-Revenue Operations, and whenever requested, the AUTHORITY shall confirm to CITY
emergency response personnel that power has actually been removed.
4.6.3 Accident Investigations
The AUTHORITY shall cooperate with any accident investigation conducted by the CITY
providing access to records and documents pertinent to the investigation in possession or control of the
AUTHORITY.
5.0 SYSTEM SECURITY
The AUTHORITY shall provide security for passengers on Streetcars, Platforms, and on the
System at a level and using a means the AUTHORITY determines to be appropriate. Interface between
the Parties regarding security procedures for the System will be coordinated through the SSC. Nothing
in this Section restricts state and local police powers, as authorized by state and local laws.
The AUTHORITY is responsible for making arrangements for System fare evasion enforcement,
code enforcement, supplemental law enforcement, and security. Coordination for continuous
improvement will be through the SSC.
(Remainder of page intentionally left blank)
Exhibit B
Page 8
COOPERATIVE AGREEMENT NO. C-3-2323
EXHIBIT C
MAINTENANCE
1.0 DEFINITIONS
All capitalized terms used in this Exhibit C will have the same meaning ascribed to them in Article
1 of the Agreement.
2.0 GENERAL
System maintenance will commence, as described in this Agreement, upon entry into Pre-
Revenue Operations.
The Parties shall provide notice and secure approval in accordance with Exhibit C, Section 5,
Table C-3 for all maintenance activities other than repairs associated with emergencies.
3.0 MAINTENANCE RESPONSIBILITIES
3.1 General
The AUTHORITY is responsible for the maintenance of the System. The AUTHORITY shall
maintain the System in a neat, clean, and orderly condition consistent with this Agreement, with CITY
rules, requirements, ordinances, and codes, and as governed by applicable state or federal law.
The CITY is responsible for the maintenance of all facilities other than System facilities unless
specified otherwise in this Agreement.
3.2 Specific Maintenance Responsibilities
Specific maintenance responsibilities are shown in Table C-1. If a maintenance responsibility is
not specifically listed, the Party who maintains similar facilities elsewhere along or adjacent to the System
alignment shall be responsible. Fiscal responsibility for the cost of maintenance is aligned with the
maintenance responsibilities shown in Table C-1 unless defined otherwise elsewhere in this Agreement.
The Party responsible for graffiti is consistent with the maintenance responsibility listed in Table
C-1 unless defined otherwise within the table.
Exhibit C
Pagel
COOPERATIVE AGREEMENT NO. C-3-2323
EXHIBIT C
Table C-1 Maintenance Responsibilities
Responsibility
Subject AUTHORITY CITY
Track
Trackslab (rail, rail boot, flangeway) X
Rail, ties and ballast X
Special trackwork (incl. switches, turnouts, etc.) X
Track drains (incl. piping to CITY storm drainage X
system)
Ductbanks and boxes X
Transition slabs between paved track and ballasted X
track
Grade crossing panels X
Bumping Posts X
Signaling, Control, Communications
Streetcar signals on CITY poles/mast arms (heads,
brackets, lenses, bulbs, conduit, wiring and other X
appurtenances from signal to cabinet)
Streetcar signals on System poles and associated
meter pedestal (poles/foundations, heads, brackets, X
lenses, bulbs, conduit, wiring and other
appurtenances from signal to CITY cabinet)
Streetcar track switch cabinet/controller and
associated meter pedestal (cabinet, controller, X
wiring/conduits and other appurtenances from switch
to cabinet)
Streetcar blankout signals on CITY poles/mast arms
(heads, lenses, bulbs, conduit, wiring and other X
appurtenances from blankout signals to cabinet)
Streetcar blankout signals on System poles and
associated meter pedestal (poles/foundations, X
heads, lenses, bulbs, conduit, wiring and other
appurtenances from blankout signals to cabinet)
Streetcar loops/detectors (loop, wiring, conduit and X
other appurtenances from loop to cabinet)
Active Warning Devices and associated meter
pedestal (both roadway and sidewalk) at Fairview,
5th St, Raitt St., and Sasscer Park area (flashers, X
bells, gate arms, poles/foundations, cabinets,
controllers, loops, wiring, conduits and other
appurtenances)
Manual pedestrian gates on sidewalks at active gate
locations and associated channelization fencing X
(gates, posts, fencing fabric and other
appurtenances)
Exhibit C
Page 2
COOPERATIVE AGREEMENT NO. C-3-2323
EXHIBIT C
Table C-1 Maintenance Responsibilities
Res sibility
Subject AUTHORITY CITY
Transit Signal Priority Equipment—Opticom RF X
emitter on streetcars
Transit Signal Priority Equipment—Opticom receiver
on traffic signal mast arms, phase selector in X
cabinet, software and associated conduit and wiring
to controller
Miovision - Central Management Software (CMS) X
Server operations, maintenance and replacement.
Miovision —CMS software license renewal and X X
upgrades as described in Exhibit B Section 2.52.
Centracs—Signal Performance Measures (SPM)
software license renewal and upgrades as described X X
in Exhibit B Section 2.5.2.
CAD—AVL software license renewal and upgrades X
Traffic signals (poles/foundations, heads, brackets,
lenses, bulbs, conduit, wiring and other X
appurtenances from signal to CITY cabinet) unless
shown otherwise in this Table C-1.
Traffic signal video detection system and/or loop
detectors (camera or loop detectors, wiring, conduit X
and other appurtenances from camera or loop
detectors to cabinet)
Pedestrian signals unless shown otherwise in this X
Table C-1.
Hybrid/HAWK pedestrian signals on Santa Ana Blvd
at the Forest Street, Sycamore, Mortimer Street, and
Garfield Street intersections.
Intersection traffic signal cabinets and associated
meter pedestal unless shown otherwise in this Table X
C-1
Intersection traffic signal controllers and software X
unless shown otherwise in this Table C-1.
Intersection traffic signal Fiber Optic communication X
Intersection traffic signal CCTV camera X
Intersection traffic signal Emergency Vehicle X
Preemption
Intersection traffic signal Battery Backup System X
Platforms
Canopies X
Fare collection equipment X
Signage on platforms (incl. variable message sign) X
Exhibit C
Page 3
COOPERATIVE AGREEMENT NO. C-3-2323
EXHIBIT C
Table C-1 Maintenance Responsibilities
Res sibility
Subject AUTHORITY CITY
Lighting (Meters, conduits, bulbs, luminaire, pole, X
foundation)
Tactile warning strips on platform and on landings at X
end of platforms
Guard rails and leaning rails X
Surface material (concrete or pavers) X
Trash Receptacles X
Benches X
Walls or curbs supporting platform X
Communication cabinets X
Cameras X
Landings at ends of platforms X
Islands at ends of platforms (curb, concrete, X
bollards)
Station Stop markers located on or near platforms X
Meter pedestal for Platform power X
Traction Power System
OCS (poles/foundations, wires, brackets and X
hangers)
OCS pole wraps X
Traction power substations (incl ground grid,
foundation, conduits, wiring, fencing, signs, meter X
pedestal)
Ductbanks and boxes (boxes, conduits, wires and X
other appurtenances)
PE ROW
Rail, ties, ballast X
Switch gear X
Signal and communication equipment, ductbanks X
and boxes
Fencing (fencing and gates) X
Maintenance roads and walkways X
Walls (OCTA owned retaining walls, block walls, X
screening walls)
Landscaping and irrigation X
Maintenance and Storage Facility(MSF)
All facilities within the property of the Maintenance X
and Storage Facility site.
Exhibit C
Page 4
COOPERATIVE AGREEMENT NO. C-3-2323
EXHIBIT C
Table C-1 Maintenance Responsibilities
Responsibility
Subject AUTHORITY CITY
Roadways
Roadway pavement (asphalt or concrete) X
Curb, gutter, curb &gutter X
Sidewalks (concrete or paver) X
Tactile warning strips at grade crossings X
Tactile warning strips on curb ramps X
Striping, including striping across the Guideway X
Storm drainage system, excluding track drains X
(inlets, manholes, pipes and other appurtenances)
Median island on Westminster Avenue (curb only) X
Median islands on Fairview Street (curb only) X
Median islands on 5th Street (curb only) X
Median islands on Raitt Street (curb only) X
Median islands on Santa Ana Blvd. (as shaded in X
Figure C-1) (curb only)
Bollards on or behind sidewalks X
Traffic signage (signs, poles, brackets and other X
appurtenances)
System related signage (signs, poles, brackets and X
other appurtenances)
Bike lanes, bike wayfinding, and bike signage
(surfacing, striping, signs, poles, brackets and other X
appurtenances)
Pavement between crossing panels at the Fairview X
St. and 5th Street crossings.
Street Lighting
Street lighting and associated meter pedestal along
roadways (poles/foundations, luminaires, wiring, X
conduits and other appurtenances)
Landscape and Irrigation (Soil, vegetation, irrigation, power,water and other
appurtenances)
Sidewalk landscaping and irrigation X
Bike lane landscaping and irrigation X
Median island on Westminster Avenue X
Median islands on Fairview Street X
Median islands on 5th St. X
Median islands on Santa Ana Blvd (See shaded X
areas in Figure C-1)
Exhibit C
Page 5
COOPERATIVE AGREEMENT NO. C-3-2323
EXHIBIT C
Table C-1 Maintenance Responsibilities
Responsibility
Subject AUTHORITY CITY
Islands at end of Platforms X
Trimming of trees for clearance from OCS See Exhibit C Section 3.3
Structures
Westminster Avenue Bridge (abutments, columns, X
deck, superstructure, approach walls, railings)
Santa Ana River Bridge (abutments, columns, deck, X
superstructure, approach walls, railings)
Graffiti
Graffiti removal (all items listed as CITY X
responsibility unless listed otherwise herein)
Graffiti removal on Westminster Bridge abutment
and column in center of Westminster Avenue not X
requiring climbing or ladders.
Graffiti removal (all items listed as AUTHORITY X
responsibility unless listed otherwise herein)
Santa Ana Regional Transportation Center(only within OC Streetcar System
Property as defined in SARTC Agreement)
Curb and gutter north of AUTHORITY's traction X
power substation
Driveway pavement at south end of Platform area X
and north end of traction power substation area
Sidewalk and curb and gutter at south end of X
Platform area adjacent to SARTC driveway
All elements in shaded area in Figure C-1 including X
fencing as designed along border of shaded areas
Miscellaneous
Utility frame and covers located within track slab
including sewer and water system frames, covers X
and concrete collars
3.3 Trees and Shrubs
The Parties agree to a criterion that tree limbs, branches leaves or palm fronds or shrubs, or
portions thereof, may not be closer than two (2) feet of any OCS wire or OCS bracket, the Streetcar or
Streetcar pantograph.
Exhibit C
Page 6
COOPERATIVE AGREEMENT NO. C-3-2323
EXHIBIT C
In the landscaping categories the CITY is responsible for in Table C-1, the CITY shall, at a
minimum, maintain trees and shrubs to meet the above stated criteria. The AUTHORITY shall notify the
CITY if a tree or shrub does not meet the above stated criteria and give the CITY ten (10) business days
to remedy the situation. The AUTHORITY reserves the right to trim any tree or shrub, at its discretion, if
the CITY fails to trim the tree or shrub after ten (10) business days or if there is an impact System
operations or maintenance. In this situation, the AUTHORITY's trimming operations shall not exceed five
(5) feet from any OCS wire or OCS bracket, the Streetcar or Streetcar pantograph. Notwithstanding, any
tree or part thereof causing an Emergency, as defined, shall be addressed accordingly.
3.4 OCS Poles
The CITY may apply a vinyl wrap to the OCS poles, to change pole color, at the CITY's expense.
Any wrap applied to the poles must be approved in writing by the AUTHORITY in advance of any
application through a Track Access Permit. Once in place, the CITY shall be responsible for the
maintenance of the wrap and agrees to maintain it in a neat, clean and orderly condition. Wraps that are
not neat, clean or orderly shall be repaired or replaced within fifteen (15) business days. Wraps cannot
interfere with System operations and maintenance. The CITY shall place any System operational
signs/decals on the OCS poles onto the wraps and if the original signs/decals are damaged upon the
wrap removal, replace the signs/decals accordingly. The AUTHORITY is not liable for the wrap in any
way.
3.5 Maintenance Frequency
The frequency of maintenance shall be at the discretion of the responsible Party unless shown
specifically in Table C-2.
Table C-2 Maintenance Frequency
Responsible Agency Minimum
Subject AUTHORITY CITY Frequency
Trash collection on Platforms x
Trash collection at receptacles on sidewalk along x Daily
System
Pressure wash Platforms x Quarterly
Graffiti Removal as assigned in Table C-1 See Table C-1 Within 48 hours
Roadway Sweeping Adjacent to Trackslab x As Needed
Exhibit C
Page 7
COOPERATIVE AGREEMENT NO. C-3-2323
EXHIBIT C
Table C-2 Maintenance Frequency
Trackslab Sweeping x
3.6 Maintenance Limits
The AUTHORITY's maintenance limits are shown highlighted in Figure C-1. In the event of a
discrepancy between Figure C-1 and Table C-1, Table C-1 controls.
3.7 Maintenance and Storage Facility Operations
The AUTHORITY may conduct operations at the Maintenance and Storage Facility at any time
and on any day. Maintenance activities shall be allowed System-wide at any time and on any day
consistent with Table C-3 requirements.
4.0 PROTECTION OF FACILITIES
The Parties shall reasonably protect each other's facilities when maintenance or construction
activities are occurring adjacent to one another. If, through installation, use, or maintenance, an adjacent
facility is disturbed or damaged, the Party responsible shall, at its own expense, restore or repair the
facility in as good a condition as before such damage or disturbance.
If such restoration, repair, or replacement is not completed within a reasonable time, or such
repair or replacement does not meet the owner's duly adopted standards, or if no standards, to the
standard governing its original construction updated to the current level of technology, the owner will have
the right to perform the necessary restoration, repair, or replacement, either through its own forces or
through a hired contractor. The non-compliant party shall reimburse the owner for its expenses in so
doing within thirty (30) days after receipt of the invoice.
The AUTHORITY agrees to be a member of California 811 or other utility identification
organization as applicable and to adhere to the requirements associated with such.
5.0 NOTICE AND APPROVALS
The notice and approval requirements for AUTHORITY and CITY Maintenance Activities are
provided in Table C-3. Notices required for maintenance activities will be directed as follows:
If intended for the AUTHORITY:
Orange County Transportation Authority
c/o Chief Operations Officer
550 S. Main Street
Exhibit C
Page 8
COOPERATIVE AGREEMENT NO. C-3-2323
EXHIBIT C
Orange, CA 92868
Phone: 714-560-5710
Email:jdunning@octa.net
If intended for the CITY:
City of Santa Ana
c/o Public Works Director
20 Civic Center Plaza
Santa Ana, CA 92701
Phone: 714-647-5690
Email: nsaba@santa-ana.org
Table C-3 Permits and Notifications
AUTHORITY CITY
Routine Periodic Work Activities Special
Maintenance Maintenance Events
Does not block Blocks traffic, Outside of Within Within
Definition traffic, no traffic is Controlled Controlled Controlled
detour Work Access Work Access Work Access
required detoured Zone Zone Zone
Permit Needed None CITY Permit None OCTA Track OCTA Track
Access Permit Access Permit
Email Email
Submit permit Email
application to application to
application in application to
N/A N/A OCTA OCTA
advance of CITY Permit Operations Operations
work Department Control Center Control Center
14 Days, in 14 Days, in 60 Days, in
If approved, person, person, at person, at
timing of permit N/A emailed from N/A OCTA OCTA
issuance CITY Permit Operations Operations
Department Control Center Control Center
Permit Permit Permit
issuance N/A Permit N/A Emailed w/ Emailed w/
location and Emailed Track Access Track Access
form Number Number
Yes, Call CITY Yes, call Yes, call
Call on day of OCTA OCTA
work? No Permit No Operations Operations
Department Control Center I Control Center
Extensive Extensive maintenance activities are as defined in this Agreement.
Maintenance Coordinate activities no less than 90 days in advance of the start of work. Once
coordinated, a Track Access Permit must be secured as applicable.
Emergency maintenance shall be handled through a coordinated effort by notifying
Emergency and coordinating with each Party, minimizing impacts to traffic and streetcar
Maintenance operations and restoring normal operations in a reasonable timeframe. See Exhibit
B, Section 4.6 for additional requirements.
Exhibit C
Page 9
COOPERATIVE AGREEMENT NO. C-3-2323
EXHIBIT C
Asset Replacement shall be
Asset coordinated as a capital project. N/A
Replacement Access and permits shall not be
unreasonably withheld.
6.0 SAFETY TRAINING
The CITY shall assure that CITY personnel and its contractors are certified in proper safety
procedures prior to entering the Controlled Work Access Zone. Certification tags or other identification
will be issued to certified personnel and shall be carried at all times while within the Controlled Work
Access Zone. The AUTHORITY shall provide safety training (Train the Trainer) to CITY employees
designated with oversight of the program. The AUTHORITY shall provide safety training and instruction
to the CITY within thirty (30) days after a request is received. Work in the Controlled Work Access Zone
shall be controlled through a track access program detailed in Exhibit D.
(Remainder of page intentionally left blank)
Exhibit C
Page 10
COOPERATIVE AGREEMENT NO. C-3-2323
EXHIBIT C
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Page 11
COOPERATIVE AGREEMENT NO. C-3-2323
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COOPERATIVE AGREEMENT NO. C-3-2323
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COOPERATIVE AGREEMENT NO. C-3-2323
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COOPERATIVE AGREEMENT NO. C-3-2323
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COOPERATIVE AGREEMENT NO. C-3-2323
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COOPERATIVE AGREEMENT NO. C-3-2323
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COOPERATIVE AGREEMENT NO. C-3-2323
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COOPERATIVE AGREEMENT NO. C-3-2323
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COOPERATIVE AGREEMENT NO. C-3-2323
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COOPERATIVE AGREEMENT NO. C-3-2323
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COOPERATIVE AGREEMENT NO. C-3-2323
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COOPERATIVE AGREEMENT NO. C-3-2323
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COOPERATIVE AGREEMENT NO. C-3-2323
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COOPERATIVE AGREEMENT NO. C-3-2323
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COOPERATIVE AGREEMENT NO. C-3-2323
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Page 31
COOPERATIVE AGREEMENT NO. C-3-2323
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Page 32
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Page 33
COOPERATIVE AGREEMENT NO. C-3-2323
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Page 34
COOPERATIVE AGREEMENT NO. C-3-2323
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Page 35
COOPERATIVE AGREEMENT NO. C-3-2323
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Exhibit C
Page 36
COOPERATIVE AGREEMENT NO. C-3-2323
EXHIBIT D
TRACK ACCESS
1.0 DEFINITIONS
All capitalized terms used in this Exhibit D will have the same meaning ascribed to them in Article
1 of the Agreement.
2.0 GENERAL
The track access requirements the AUTHORITY implements shall be consistent with CPUC
General Order 175-A or other CPUC directives accordingly. Safe operations within the Controlled Work
Access Zone are dependent on the AUTHORITY's ability to ensure those working in the Controlled Work
Access Zone are trained to do so. Controlled access is implemented to provide protection for the
maintenance/service workers and the streetcar operators. The controlled access is intended to verify
that those working in the Controlled Work Access Zone have been trained to work around an active rail
system. Track access procedures shall be in effect upon the AUTHORITY's entry into Pre-Revenue
Operations.
3.0 CONTROLLED WORK ACCESS ZONE
The limits of the Controlled Work Access Zone shall be as approved by the CPUC and amended
as necessary to address safety and means of protection. The Controlled Work Access Zone limits defined
in the Use Agreement shall be superseded by current AUTHORITY procedures. The AUTHORITY shall
be responsible for keeping the CITY informed on the current limits of the Controlled Work Access Zone
and associated procedures.
4.0 TRACK ACCESS PERMIT
A Track Access Permit, issued by the AUTHORITY, is required when any construction or
maintenance activities are within the Controlled Work Access Zone and when the CITY has a reasonable
expectation that maintenance or construction vehicles will enter the Controlled Work Access Zone. A
Track Access Permit will be issued to the CITY at no cost.
The CITY agrees to apply for a Track Access Permit and to follow the AUTHORITY's track access
procedures identified on the Track Access Permit before working within the Controlled Work Access
Zone. Requirements stated on the permit must be followed.
Exhibit D
Pagel
COOPERATIVE AGREEMENT NO. C-3-2323
EXHIBIT D
Consistent with Exhibit B, Section 3.3, the CITY shall not issue any CITY permits to any third
parties to work on CITY infrastructure in the Controlled Work Access Zone without prior evidence of a
current AUTHORITY Track Access Permit.
Emergency situations will be precluded from Track Access Permit requirements however, as
circumstances permit, the AUTHORITY's Operations Control Center shall be notified of the situation.
5.0 TRACK ACCESS PROCEDURES
The track access procedures shall be governed by the AUTHORITY and in compliance with the
CPUC General Orders. The AUTHORITY shall keep the CITY apprised of any changes to the
procedures.
6.0 TRACK ACCESS CERTIFICATION
Dependent on CPUC requirements, the AUTHORITY requires all individuals performing work
activities within the Controlled Work Access Zone to maintain track access certification. The AUTHORITY
shall be responsible for training AUTHORITY employees and AUTHORITY contractors on track access
requirements. Additionally, the AUTHORITY shall train the CITY, through a "Train the Trainer" program,
to provide track access training to CITY employees and CITY contractors. The Train the Trainer program
will be provided at no cost to the CITY. Once the CITY has been certified as a trainer, the CITY shall
train CITY employees and CITY contractors to achieve track access certification. Alternatively, if the
CITY requests periodic group training, AUTHORITY shall provide the training. Upon successful
completion of such training, the AUTHORITY will issue the appropriate certificate.
(Remainder of page intentionally left blank)
Exhibit D
Page 2