ORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) - 2008

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COOPERATIVE AGREEMENT NO. C-8-0862 WHEREAS, AUTHORITY, CITY, CPUC and Southern California Regional Rail Authority (SCRRA) conducted field diagnostic review meetings between May 22 and May 24, 2006 for all grade crossings under the jurisdiction of the CITY; and WHEREAS, SCRRA is an independent joint powers authority created and existing pursuant to California Public Utilities Code Section 130255 and California Government Code Sections 6500 et seq.; and WHEREAS, SCRRA will be responsible for the delivery of the PROJECT in accordance with the scope of work and agreement established with the AUTHORITY and SCRRA's Joint Powers Agreement budget process; and WHEREAS, AUTHORITY, at its August 27, 2007 Board of Directors' meeting, adopted a recommendation to include into the PROGRAM improvements designed to help enable CITY to establish a quiet zone; and WHEREAS, in consideration of the implementation strategy, diagnostic reviews and quiet zone considerations, CITY and AUTHORITY desire to cooperate and complete rail- highwaygrade crossing safety enhancements, as set forth in Exhibit A, at the grade crossings under the jurisdiction of the CITY, herein referred to as the "PROJECT"; and WHEREAS, the AUTHORITY and CITY agree to a cost sharing formula of 88 percent provided by the AUTHORITY and 12 percent provided by the CITY for the PROGRAM and improvements within the CITY's jurisdiction; and WHEREAS, the intent of the parties is that the PROJECT shall be implemented with the least amount of disruption to vehicle and rail traffic; and WHEREAS, CITY and AUTHORITY wish to enter this AGREEMENT to specify the roles, responsibilities, terms and conditions under which the PROGRAM is to be financed, designed, and constructed. WHEREAS, CITY and AUTHORITY acknowledge that AUTHORITY's obligation is to fund and oversee the PROJECT under this AGREEMENT and AUTHORITY'S obligations Last Revision 10/29108 Page 2 of 14