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HomeMy WebLinkAboutItem 11 - OC Streetcar Operations and Maintenance Cooperative AgreementPublic Works Agency www.santa-ana.org/public-works Item # 11 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report January 16, 2024 TOPIC: OC Streetcar Operations and Maintenance Cooperative Agreement AGENDA TITLE Cooperative Agreement with the Orange County Transportation Authority for the Operations and Maintenance of the OC Streetcar System (Non -General Fund) RECOMMENDED ACTION Authorize the City Manager to execute a cooperative agreement with the Orange County Transportation Authority (OCTA) for the Operations and Maintenance of the OC Streetcar System for a term beginning on the effective date of this agreement for a period of 50 years, with an optional 20-year extension at the discretion of OCTA (Agreement No. A-2024-XXX). GOVERNMENT CODE 484308 APPLIES: Yes DISCUSSION On July 7, 2015, a Memorandum of Understanding (MOU) was approved by City Council with the Orange County Transportation Authority (OCTA) for implementation of the OC Streetcar Project (Project). The MOU outlines the general roles and responsibilities for the development, implementation, operations, and maintenance phases of the Project between the City of Santa Ana and OCTA, and sets the framework for additional detailed agreements for the Design, Use of Right -of -Way, Construction, and Operations and Maintenance of the Project. Since the approval of the MOU, the City Council has approved the following subsequent Streetcar agreements: • Design Cooperative Agreement was approved on March 15, 2016 and defines the roles and responsibilities for design and preparation of construction documents for the Project. • Use of Right -of -Way Cooperative Agreement was approved on February 7, 2017 and specifies the limits of use and the City's and OCTA's roles, responsibilities, and commitments as they relate to OCTA's facilities in the public right-of-way. • Construction Cooperative Agreement was approved on April 4, 2017 that establishes the roles and responsibilities of the City and OCTA for construction phase of the Project. OC Streetcar Operations and Maintenance Cooperative Agreement January 16, 2024 Page 2 The final agreement for the Project is the Operations and Maintenance Cooperative Agreement. This agreement must be in place in advance of the construction phase being complete to allow OCTA and the City time to prepare for the operation of the OC Streetcar System. The Project is approximately 80% complete as of the end of the last quarter. City and OCTA staff have reached consensus on the specific terms and conditions of the proposed agreement within the framework established by the approved MOU agreement. A summary of the key provisions of the proposed Operations and Maintenance Cooperative Agreement are as follows: General The proposed agreement establishes the roles, responsibilities, and commitments for system operations and maintenance of the OC Streetcar System (System). OCTA is responsible for operating and maintaining the System and Streetcar infrastructure; the City is responsible for maintaining City infrastructure. • The term of this agreement is for 50 years, with a 20-year extension at the discretion of OCTA. Further extensions are allowed upon mutual agreement. • Agreement may be terminated as follows: o City may terminate at end of the agreement term if OCTA abandons the portion in City Right -of -Way, OCTA disavows use rights in the Use of Right -of -Way agreement, or if the System discontinues operation for a consecutive period of one year. o OCTA may terminate if the System is determined to not be a viable mode of transportation due to lack of passengers, revenue, or funding. Financial OCTA is responsible for the payment of all operating costs of the System. As agreed to in the original MOU agreement, the City is responsible for ten percent (10%) of the annual sum of operating costs less any fare -box revenue upon the start of service. The City's share of annual operating costs is estimated to be $1 million. Operations The proposed agreement outlines assumptions, roles, responsibilities, and commitments related to the operational elements of the System, including, but not limited to, the following: • Train/traffic signal coordination • Traffic signal timing and prioritization • Data collection and system monitoring • Community relations • Advertising/ridership enhancement • Third -party permits • Special event coordination and operation • Emergency procedures • System security OC Streetcar Operations and Maintenance Cooperative Agreement January 16, 2024 Page 3 Maintenance The proposed agreement outlines assumptions, roles, responsibilities, and commitments related to the maintenance of elements of the System and infrastructure in the public Right -of -Way, including, but not limited to, the following: • Track • Signaling, control, and communications • Platforms • Traction power system • PE right-of-way • Maintenance and storage facility • System structures • Roadway infrastructure • Street lighting • Trees • Landscaping and irrigation • Graffiti • Santa Ana Regional Transportation Center site improvements The proposed agreement establishes a track access permit system, as required by the California Public Utilities Commission (CPUC), to provide controlled access to the areas containing the System for both agencies and third party permittees The City and all third parties must secure a permit from the OCTA when working within the OCTA's controlled work access limits, generally 10 feet from the overhead contact system (poles, span wires, and contact wire) and within 4 feet of any rail. The City and OCTA agree to keep each other informed about future projects that may impact the others' use of the right of way. Staff recommends that the City Council approve the proposed OC Streetcar Operations and Maintenance Cooperative Agreement with OCTA. The proposed agreement is the final, culminate agreement in a series of OC Streetcar Project agreements, and is in conformance with the previously approved MOU agreement and related subsequent agreements. FISCAL IMPACT Approval of this item does not affect current fiscal year budget. The City is not obligated to pay its share of operating expenses until the OC Streetcar is operational and servicing the public. OCTA estimates that the OC Streetcar may begin service in Fiscal Year 2024-25. As part of the normal budget processes, staff will include the estimated expenditure in the future Fiscal Year 2024-25 General Fund budget for City Council consideration. OC Streetcar Operations and Maintenance Cooperative Agreement January 16, 2024 Page 4 EXHIBIT(S) 1. Operations and Maintenance Cooperative Agreement Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Approved By: Tom Hatch, Interim City Manager EXHIBIT 1 COOPERATIVE AGREEMENT NO. C-3-2323 1 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 day of 10 , 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"), Page 1 of 14 1 2 3 4 5 6 7 8 9 10 11 12 13' 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-3-2323 which set forth the terms and conditions for the OC Streetcar Project construction including, but not limited to, AUTHORITY and CITY infrastructure; WHEREAS, the AUTHORITY and the CITY entered into Cooperative Agreement No. C-6-1433, Use of the City Right of Way Agreement ("Use Agreement") dated March 17, 2017 for the AUTHORITY to occupy and use a portion of the CITY right of way ("City ROW') for the operation and maintenance of the OC Streetcar System; WHEREAS, the AUTHORITY and the CITY entered into Amended and Restated Cooperative Agreement No. C-94-859 for The Santa Ana Regional Transportation Center and the OC Streetcar Agreement, ("SARTC Agreement") dated June 1, 2017, to include the design, construction, operations and maintenance of the OC Streetcar System within the boundaries of the Santa Ana Regional Transportation Center ("SARTC"); WHEREAS, the purpose of this Agreement is to establish the roles, responsibilities, and expectations with respect to the operations and maintenance of the OC Streetcar System including Pre - Revenue Operations and Revenue Service. WHEREAS, the AUTHORITY's Board of Directors authorized this Agreement on WHEREAS, the CITY's City Council approved this Agreement on ; NOW, THEREFORE, it is mutually understood and agreed by the Parties as follows: ARTICLE 1. DEFINITIONS The following definitions will apply throughout this Agreement, which includes those attachments hereto that are incorporated by reference. A. "Asset Replacement" means the replacement of Capital Assets and is considered a capital expenditure and not a maintenance activity. B. "Authority Periodic Maintenance" means Preventive Maintenance activities in street running sections of the System, performed by the AUTHORITY, requiring short-term roadway closures. 1 Page 2 of 14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-3-2323 C. "Authority Routine Maintenance," means Preventive Maintenance activities in street running sections of the System, performed by the AUTHORITY, which does not require any roadway closure. D. "Authority Use Rights" means the rights to use the City ROW, as granted to the AUTHORITY in the Use Agreement. E. "Baseline Timing" is the timing of traffic signals and streetcar priority, established prior to Revenue Operations, and acceptable to both Parties. F. "Capital Assets" means all System components less those items considered disposable or replaced on a regular basis. G. "City Maintenance Activities" means maintenance activities performed by the CITY. H. "City ROW' means the CITY's right of way, including streets and other improvements thereto, which is owned or controlled by the CITY and to which the CITY has granted Authority Use Rights in the Use Agreement. I. "Controlled Work Access Zone" means the zone for which a Track Access Permit must be secured from the AUTHORITY — see Exhibit D — Track Access. J. "Days" means calendar days. K. "Emergency" means an urgent, unexpected, and usually dangerous situation that poses an immediate risk to health, life, property or environment and requires immediate action. L. "Extensive Maintenance" means a planned maintenance or replacement activity, by either Party, that requires a shutdown of System operations and the AUTHORITY's ability to provide passenger service as intended. M. "FEMA" means Federal Emergency Management Agency. N. "Fiscal Year" means July 1st to June 30th. O. "Guideway" means the area in which the streetcar vehicles will operate and is defined by the outer limits of the concrete track slab. P. "Occupied City ROW' means that portion of City ROW to be physically occupied by the System in accordance with this Agreement and the Use Agreement. Page 3 of 14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-3-2323 Q. "OC Streetcar Project" means the planning, design, financing, construction, and installation of the OC Streetcar System as set forth in the Design Agreement and/or Construction Agreement. The OC Streetcar Project becomes the OC Streetcar System upon initiation of Revenue Service. R. "OC Streetcar System" or "System" means the OC Streetcar passenger transportation system to be owned, operated, and maintained by the AUTHORITY, including all tracks, platforms, streetcar vehicles, conduits, electrical lines, traction power poles, traction power substations, cross -span wires, streetcar signal equipment, maintenance facilities and other functionally related and appurtenant equipment and facilities. The limits of the System are illustrated in Exhibit A — System Map. S. "OCS" means the overhead contact system that provides the overhead power to the streetcar vehicles and includes the poles and foundations and all equipment supported by the poles, including but not limited to the span wires, messenger wire, contact wire, insulators, and other functionally related and appurtenant equipment and facilities. T. "Operating Costs" means the cost associated with, but not limited to, operations of vehicles, facilities, systems, supporting infrastructure, preventive maintenance of vehicles, facilities, system, supporting infrastructure, ticketing and fare collection, marketing, administrations, safety, security and other support after the System has entered Revenue Service. U. "Preventive Maintenance" means the regular and routine maintenance of equipment and assets in order to keep them running and prevent any costly unplanned downtime from unexpected failure. V. "D eerrating Revenue" means all revenue generated through passenger fares collected through fare boxes, online ticket sales, ticket vending machines, store ticket vending machines or any retail outlet. If a grant is supporting a free -fare period for riders, the grant funds will be considered passenger fares and Operating Revenue. W. "Operations Control Center' means a centrally located facility staffed by the AUTHORITY that contains equipment to, in part, monitor and control the System. r Page 4 of 14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-3-2323 X. "Payment" means the action or process of paying monetarily. In -kind match shall not be used as Payment. Y. "PE ROW' means OCTA's right of way, also known as the corridor, in part, where the Pacific Electric railway operated, and for this Agreement, is between the CITY limits at Westminster Avenue and Raitt Street excluding the crossings at Westminster Avenue, Fairview Street and 5t" Street. Z. "Platform" or "Platforms" are the facilities where streetcar passengers can enter or leave streetcar vehicles along the Guideway. A Platform includes canopies, fare collection equipment, signage, lighting, tactile strips, pedestrian guard rails, leaning rails, pavers or concrete surface materials, trash receptacles, benches, walls supporting platform, communication cabinets, variable message signs, cameras, and other functionally related and appurtenant equipment and facilities. AA."Pre-Revenue Operations" is the simulation of Revenue Service during the construction phase of the OC Streetcar Project. Pre -Revenue Operations allows the AUTHORITY and the CITY to simulate Revenue Service, train streetcar operators, burn -in streetcar vehicles, utilize permit procedures, and begin preparation for Revenue Service. Operations and maintenance activities, including track access procedures, will begin upon the commencement of Pre -Revenue Operations. BB."Revenue Service" means the point at which the System is operational and providing service to the public as intended. CC. "SSC" means the Safety and Security Committee. DD. "Streetcar" or "Streetcars" means those rail vehicles Utilizing the Guideway to carry passengers. EE."Track Access Permit" means the permit issued by the AUTHORITY for certain operational and maintenance activities within the Controlled Work Access Zone as provided for in Exhibit D. FF. "Transit Siqnal Priority Equipment" means the signal equipment used to provide Streetcar signal priority on CITY streets. Transit Signal Priority Equipment includes the Streetcar priority detection equipment typically located on CITY traffic signal poles or mast arms, the priority emitter installed on 1 Page 5 of 14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-3-2323 Streetcars, the portions of the priority software specific to System operations and other functionally related and appurtenant equipment and facilities. ARTICLE 2. COMPLETE AGREEMENT A. This Agreement, including any attachments incorporated herein and made applicable by reference, constitutes the complete statement of the term(s) and conditions(s) of this Agreement between the Parties on the subjects herein. This Agreement does not replace or supersede the MOU for the OC Streetcar Project entered into prior to this Agreement, however, any terms or conditions in conflict shall be controlled by this Agreement. The invalidity in whole or in part of any term or condition of this Agreement shall not affect the validity of other term(s) or conditions(s) of this Agreement. The above referenced Recitals are true and correct and are incorporated by reference herein. B. The AUTHORITY's failure to insist on any instance(s) of the CITY's performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of the AUTHORITY's right to such performance or to future performance of such term(s) or condition(s), and the CITY's obligation in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not be binding upon the AUTHORITY except when specifically confirmed in writing by an authorized representative of the AUTHORITY by way of a written amendment to this Agreement and issued in accordance with the provisions of this Agreement. C. The CITY's failure to insist on any instance(s) of the AUTHORITY's performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of the CITY's right to such performance or to future performance of such term(s) or condition(s), and the AUTHORITY's obligation in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not be binding upon the CITY except when specifically confirmed in writing by an authorized representative of the CITY by way of a written amendment to this Agreement and issued in accordance with the provisions of this Agreement. 1 Page 6 of 14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-3-2323 ARTICLE 3. SCOPE OF AGREEMENT This Agreement specifies the roles and responsibilities of the Parties as they pertain to the subjects addressed herein. Both Parties agree that each shall cooperate and coordinate with the other in all activities covered by this Agreement and any other supplemental agreements that may be required to facilitate purposes thereof. ARTICLE 4. RESPONSIBILITIES OF THE AUTHORITY The AUTHORITY agrees to the responsibilities, requirements, and financial obligations identified in Exhibit B - Operations, Exhibit C - Maintenance, and Exhibit D - Track Access attached hereto and made part of this Agreement. ARTICLE 5, RESPONSIBILITIES OF THE CITY The CITY agrees to the responsibilities, requirements and financial obligations identified in Exhibit B - Operations, Exhibit C - Maintenance, and Exhibit D - Track Access attached hereto and made part of the Agreement. ARTICLE 6. DELEGATED AUTHORITY The actions required to be taken by the CITY in the implementation of this Agreement are delegated to its City Manager, or designee, and the actions required to be taken by the AUTHORITY in the implementation of this Agreement are delegated to the AUTHORITY's Chief Executive Officer, or designee. ARTICLE 7. FINANCIAL OBLIGATIONS OF THE PARTIES A. AUTHORITY OPERATING COST RESPONSIBILITY The AUTHORITY is responsible for the Operating Cost of the System. B. CITY OPERATING COST RESPONSIBILITY Commencing with Revenue Service, the CITY shall reimburse the AUTHORITY annually, through Payment to the AUTHORITY, ten percent (10%) of the following sum: Operating Costs less any Operating Revenue, as defined. Page 7 of 14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-3-2323 C. OPERATING COST ACCOUNTING The AUTHORITY agrees to account for System Operating Costs and Operating Revenues separately from other departments or cost categories. The level of detail will be consistent with existing accounting systems within the AUTHORITY. No later than the end of the second quarter of each Fiscal Year, the AUTHORITY shall send an estimate of Operating Costs for the current Fiscal Year to the CITY to include the remainder of the current fiscal year. Prior to the initiation of Revenue Service, and to the extent practicable, the AUTHORITY shall provide the CITY with an estimate for Operating Costs for the remainder of the Fiscal Year the System enters Revenue Service. In the first quarter of each fiscal year, the AUTHORITY shall determine the Operating Costs and Operating Revenues for the prior year. D. BILLING AND PAYMENT The AUTHORITY shall send the CITY an invoice with supporting documentation no later than the first business day of the second quarter of each fiscal year or on or about October 1 for the CITY's share of Operating Costs for the period of July 1 through June 30 of the preceding fiscal year. The AUTHORITY shall provide adjustments to the invoice in accordance with Exhibit B, Section 2.5.2. The CITY shall have sixty (60) days to pay the AUTHORITY. If the CITY disagrees with the amount and requests an audit by an independent third party, the CITY shall pay for the audit and shall pay the AUTHORITY an interim amount of 75% of the requested amount. Once the audit is completed and subsequently reconciled by both Parties, the amount due shall be remedied. If the reconciled amount is greater than the paid amount, the CITY shall pay the AUTHORITY the difference within sixty (60) days. If the reconciled amount is less than the paid amount, the AUTHORITY shall refund the CITY the difference within sixty (60) days. ARTICLE 8. AUDIT AND INSPECTION The Parties shall maintain a complete set of records in accordance with generally accepted accounting principles. Upon reasonable notice, the AUTHORITY shall permit the authorized Page 8of14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-3-2323 representatives of the CITY to inspect and audit all work, materials, payroll, books, accounts, and other data and records of the AUTHORITY related to operations and maintenance of the System for a period of four (4) years after each payment was due to the AUTHORITY with respect to the financial terms in Article 7. The CITY shall have the right to reproduce any such books, records, and accounts. The above provision with respect to audits shall extend to and/or be included in third party contracts with the AUTHORITY related to operations and maintenance as described in this Agreement. ARTICLE 9. INDEMNIFICATION A. To the fullest extent permitted by law, the CITY shall defend (at the CITY's sole cost and expense with legal counsel reasonably acceptable to the AUTHORITY), indemnify, protect, and hold harmless the AUTHORITY, its 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 (the CITY's employees included), for damage to property, including property owned by the AUTHORITY, or from any violation of any federal, state, or local law or ordinance, by the negligent acts, omissions or willful misconduct of the CITY, 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, the AUTHORITY shall defend (at the AUTHORITY's sole cost and expense with legal counsel reasonably acceptable to the CITY), indemnify, protect, and hold harmless the CITY, its 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 (the AUTHORITY's employees included), for damage to property, including property owned by the CITY, or from any violation of any federal, state, or local law or ordinance, by the negligent acts, omissions or willful misconduct of the AUTHORITY, its officers, directors, Page 9 of 14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-3-2323 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 II termination. ARTICLE 10. TERM Beginning on the Effective Date, this Agreement shall be operative for a period of fifty (50) years (the "Initial Term"), subject to earlier termination as provided by Article 11. AUTHORITY may, in its discretion, extend this Agreement upon the same terms and conditions existing at the time of such extension for an additional term of up to twenty (20) years ("Extended Term"). To exercise its right to the Extended Term, the AUTHORITY shall provide written notice to the CITY no later than twenty-four (24) months prior to the expiration of the Initial Term. For any period beyond the Extended Term, this Agreement may be extended by mutual consent of the Parties at any time prior to the expiration of the Extended Term, to the extent permitted by law. ARTICLE 11. TERMINATION A. This Agreement may not be terminated by either Party for convenience. B. This Agreement shall be subject to termination at the option of the CITY and by written notice delivered to the AUTHORITY upon the occurrence of any of the following events: (i) The Use Agreement is terminated; (ii) The AUTHORITY abandons the Occupied City ROW, or expressly disavow the Authority Use Rights; or (iii) The AUTHORITY discontinues regular System operations for a consecutive period of one (1) year consistent with this Agreement and requirements of the Federal Transit Administration, provided any such discontinuance is not caused by Force Majeure as described in Article 12, paragraph E or for other reasons outside the AUTHORITY's reasonable control. C. The AUTHORITY may terminate this Agreement if the AUTHORITY determines, upon reasonable notice to and concurrence by the CITY, that the System is not a viable mode of transportation 1 Page 10 of 14 1 2 3 4 5 6 7 8 9 10 11 12� 13 14 15 16 17 1s 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-3-2323 either due to lack of passengers, lack of revenue, lack of funding, other modes of transportation that are developed making the System relatively inefficient, or other similar reasons. ARTICLE 12. ADDITIONAL PROVISIONS A. Compliance: The Parties shall comply with all applicable federal, state, and local laws, statutes, ordinances and regulations of any governmental authority having jurisdiction over the System. B. Legal Authority: The Parties hereto consent that they 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. C, 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. D. 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. Electronic or facsimile signatures will be permitted. E. Force Maieure: Either Party 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 or facilities by the federal, state or local government; national fuel shortage; or a material act or omission by the other Party; when satisfactory evidence of such cause is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the Party not performing. F. 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 Page 11 of 14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 COOPERATIVE AGREEMENT NO. C-3-2323 void and of no force and effect. Consent to one assignment shall not be deemed consent to any subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. G. Governing Law: The laws of the State of California and applicable local and federal laws, regulations and guidelines shall govern this Agreement. H. 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. I. Notices: Any notices, requests, or demands made between the Parties pursuant to this Agreement shall be in writing and delivered by certified mail. Phone and e-mail may be used for convenience but are not considered as official notice. Notice information may be changed by either Party at any time upon written notification being received by the other Party of the change in notice information with the information provided below. Notices are to be directed as follows: To CITY City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92701 Attention: City Clerk (714) 647-6520 Email: CityClerk@santa-ana.org Cc: Executive Director of Public Works (at same address) Tel: (714) 647-5654 E Mail: nsaba@santa-ana.org To AUTHORITY: Orange County Transportation Authority 550 South Main Street P. O. Box 14184 Orange, CA 92863-1584 Attention: Lydia Bilynsky Title: Department Manager Contracts Administration & Materials Management Phone: (714) 560-5568 Email: Ibilynsky@octa.net Cc: Johnny Dunning, Jr. Chief Operating Officer Tel: (714) 560-5710 E-Mail: jdunning@octa.net J. Subcontracting: The Parties may, in their sole discretion, enter into contracts with third parties, or each other, to perform any of their obligations under this Agreement. The Parties shall include in such contracts the obligation of the contractor to comply with all applicable terms of this Agreement, including without limitation, insurance and indemnity requirements. Notwithstanding the foregoing, each Page 12 of 14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-3-2323 Party shall remain primarily responsible for performance of all obligations and exercise of all rights assigned to each under this Agreement. K. Dispute Resolution: All disputes arising under this Agreement shall be resolved in accordance with the dispute resolution process in this section. The Parties shall diligently cooperate with each other in an effort to resolve any dispute during the dispute resolution process. If a dispute arises under this Agreement, either Party may file a written request with the other Party to invoke the dispute resolution process. Upon receipt of such a request, each Party shall designate a staff representative, which representatives shall meet within 14 days of the date of the written request in an effort to resolve the dispute. If the dispute has not been resolved within 14 days or any extension thereof mutually agreed upon by the Parties, the dispute shall be referred to the CITY's Executive Director of Public Works and the AUTHORITY's Chief Operating Officer, who shall meet within 14 days of the referral in an effort to resolve the dispute. If the Executive Directors are unable to resolve the dispute within fourteen (14) days or any extension thereof mutually agreed upon by the Parties, then the dispute shall be referred to the AUTHORITY's Chief Executive Officer and the CITY's City Manager, who shall meet within fourteen (14) days of the referral in an effort to resolve the dispute. If the dispute remains unresolved within such fourteen (14) days or any extension thereof mutually agreed upon by the Parties, either Party may initiate litigation or seek any remedies available under applicable law. L. Insurance: AUTHORITY is a self -insured public entity and shall maintain for the duration of this agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with its performance under this agreement. AUTHORITY shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein and list the CITY as an additional insured. ARTICLE 13. INCORPORATION OF EXHIBITS This Agreement in its entirety includes the Exhibits listed below, all of which are, by this reference, incorporated herein and made part hereof as though fully set forth. The Exhibits of this Agreement are: 1 Page 13 of 14 1 2 3 4 5 6 01 COOPERATIVE AGREEMENT NO. C-3-2323 EXHIBIT A — System Map (Illustrative Only) EXHIBIT B — Operations EXHIBIT C — Maintenance EXHIBIT D — Track Access IN WITNESS WHEREOF, the Parties hereto have caused this 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: Tom Hatch Interim City Manager ATTEST: Jennifer L. Hall City Clerk APPROVED TO FORM: By: Darrell E. Johnson Chief Executive Officer APPROVED TO FORM: M Jam6 M. Donich G7neral Counsel APPROVAL RECOMMENDED: By: IM By: J4 Montoya Assistant City Attorney APPROVAL RECOMMENDED: By: Nabil Saba Executive Director Public Works Johnny Dunning, Jr. Chief Operating Officer Page 14 of 14 COOPERATIVE AGREEMENT NO. C-3-2323 EXHIBIT A SYSTEM MAP x d c � 3AV CINtfH9 Y 0 LA �a r�aN4� • � v, - �y4S r 15tliM1i11bW - �P lsr+�ulea • • C o < N 1s Nivw c p 1SAtlA1DVDtl9 r p E is SSOtl ! • U ✓ } C U tJ is N9MG13 • w K O O } i to Z Q is 101SO) z » v 4 P a � C C S } is Uy" as n a1"m K h7 531 XY1'1 .� Z � .7 isNoiNin fi o u° an�atioaavH z� Exhibit A Page 1 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. 23 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 EmergencyEmergengy 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 EmergencyEmengency 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 Page 1 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, leases, 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, 51h St, Rant 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 sibillity SuWect AUTHORITY I 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 cabinet, software and associated conduit and wiring X to controller Miovision - Central Management Software (CMS) Server operations, maintenance and replacement. X 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, treads, brackets, lenses, bulbs, conduit, wiring and other appurtenances from signal to CITY cabinet) unless X shown otherwise in this Table C-1. Traffic signal video detection system and/or loop detectors (camera or loop detectors, wiring, conduit and other appurtenances from camera or loop X detectors to cabinet) Pedestrian signals unless shown otherwise in this Table C-1. X 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 unless shown otherwise in this Table C-1. X Intersection traffic signal Fiber Optic communication X Intersection traffic signal CCTV camera X Intersection traffic signal Emergency Vehicle Preemption X 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 Subject Responsibility AUTHORITY CITY Lighting (Meters, conduits, bulbs, luminaire, pole, foundation) X Tactile warning strips on platform and on landings at end of platforms X 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, bollards) X Station Stop markers located on or near platforms X Meter pedestal for Platform power X Traction Power System OCS (poles/foundations, wires, brackets and hangers) X OCS pole wraps X Traction power substations (incl ground grid, foundation, conduits, wiring, fencing, signs, meter pedestal) X Ductbanks and boxes (boxes, conduits, wires and other appurtenances) X PE ROW Rail, ties, ballast X Switch gear X Signal and communication equipment, ductbanks and boxes X Fencing (fencing and gates) X Maintenance roads and walkways X Walls (OCTA owned retaining walls, block walls, screening walls) X Landscaping and irrigation X. Maintenance and Storage Facility (MSF) All facilities within the property of the Maintenance and Storage Facility site. X Exhibit C Page 4 COOPERATIVE AGREEMENT NO. C-3-2323 EXHIBIT C Table C-1 Maintenance Responsibilities Subject Res onsibigt 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 (inlets, manholes, pipes and other appurtenances) X Median island on Westminster Avenue (curb only) X Median islands on Fairview Street (curb only) X Median islands on 51h Street (curb only) X Median islands on Raitt Street (curb only) X Median islands on Santa Ana Blvd. (as shaded in Figure C-1) (curb only) X Bollards on or behind sidewalks X Traffic signage (signs, poles, brackets and other appurtenances) X System related signage (signs, poles, brackets and other appurtenances) X Bike lanes, bike wayfinding, and bike signage (surfacing, striping, signs, poles, brackets and other appurtenances) X Pavement between crossing panels at the Fairview St. and 5th Street crossings. X Street Lighting Street lighting and associated meter pedestal along roadways (poles/foundations, luminaires, wiring, conduits and other appurtenances) X 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 511 St. X Median islands on Santa Ana Blvd (See shaded are ass in Figure C-1) X Exhibit C Page 5 COOPERATIVE AGREEMENT NO. C-3-2323 EXHIBIT C Table C-1 Maintenance Responsibilities Responsibility Subject AUTHORITY I 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 Subject Responsible Agency Minimum Frequency AUTHORITY CITY Trash collection on Platforms x Daily Trash collection at receptacles on sidewalk along System x 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 Ix 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 i Me 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 detoured Work Access Work Access Work Access required Zone Zone Zone Permit Needed None CITY Permit None OCTA Track OCTA Track Access Permit Access Permit Submit permit Email Email Email application in application to application to application to advance of N/A CITY Permit N/A OCTA OCTA work Department Operations Operations 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 De artment Control Center Control Center Permit Permi# Permit issuance N/A Permit N/A Emailed w/ Emailed w/ location and Emailed Track Access Track Access form Number Number Call on day of Yes, Call CITY Yes, call OCTA Yes, call OCTA work? No Permit Department No Operations Operations 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 Exhibit C Page 11 COOPERATIVE AGREEMENT NO. C-3-2323 EXHIBIT C Y � 1 0LU I t A . .awl AN I , g3scog! 41\sit;;4i(�1 I _ gjSv�.8m. {I q Q fit, Al �J6rVa - miW45 ✓`s� Y I _ I of ta4a , 6 ('i. u J, I v'•:i; ����ww::���Z�a'a] II S 6C'•a 1 � s�. ' g �Td�ydy`F Slim, eJ,�Ed :t}', G,_.II,E: L_5` a yiari rJ �W .T.. I j 1b. 19 � a c'Brl3ur n.� si Wl, EJ se ee fMB PY VJ Ul 48'16 sre�3rla .:J�n• "F�F-. :- FJf�a---; t41: -.Lj §�9� s�, jUJ� w,i 91i e � � I 1 Ol aO ie f � � L-.1 1111 I J.1 Li' 6 14418 .. 1 i ¢ C "k� i i' n LLB it n t m Isoa I_ O 4 ae a fil I i ( 4W1 eta f fJJ.S! I; ' I w Exhibit C Page 12 COOPERATIVE AGREEMENT NO. C-3-2323 EXHIBIT C : i a,- Iv r, ^o. ' i{tJ WGsaI spa"' �0. a., f i_f4HkEfa1 ,iRaHa aA ]Pfl•LI f-6Tiipi9 """"_"t ] �V ZIj '"_. I � � �7 P�1 Y �f f'. Z a ore al n a coca,;• agar ��,� t �A `�G �iLd IIn Y 41C'NJ tL E t / I �y era 11.10 UI�Lf6 ILA � �1`" 5 ��n i✓i- 9JW[' �•� W J � ✓�II .. W _tr �..,sa®__ µE�r�—•—... �i L -. �.a�.-tea '� �e �`�i�'va •lf ,'f �- ,. _ ,. :��..� � .Y �e € !k ......... I�n� 9J� M'i4 E j ,m 1 I f I I I i uj Exhibit C Page 13 00+Mvis COOPERATIVE AGREEMENT NO. C-3-2323 EXHIBIT C IN I pill fff .. An vNv viws m aNnH31WIl $ I, 1 11 -i MOW 3A09V 33S 0(1+vo L V13 1133- 9NIIH3j -A Exhibit C Page 14 COOPERATIVE AGREEMENT NO. C-3-2323 EXHIBIT C %5 5• n' NtlEAA 3NIlHDAVW 3ba -? f 14V0tlNIMVH0336 S QA-W VNtl 71Ntl5.3NI1HulylY s �Ig ! 4 AI r1 I r G. G f u �A es� 1 a x w 1.3 z 11 ii}198 545?FI - oter��vsen J r pu a - $r-- t wz v s � ) [ I i 4 ! car I ce'd 'ff tc y i I Y.;i I I Fb oarsaar��R ARK— SO R 1 I xP -I � xb3-�ab aNH e Q C [ ..- I ie [r: I r ' I ' �lZ� ry UX F - �u ill N WL , -$ �w _ "u"3iwe a e� 4 11 '`C I?• f I _... ...��� r ttE S - gg I Pei:`I j L € :, ti# 4am fr6tl� 9N1MVkl0 335 _._ 1,H.) A06V US 06+06 V1S OA18 VNV V1NV5 M - Emnm1V,R DD+S4 V1S OAl9 VNV V-(NVS M 3AllHOIVW W ce L6 Exhibit C Page 15 COOPERATIVE AGREEMENT NO. C-3-2323 EXHIBIT C -AQ. A doL %0 2 W swo mmodc aar c) 0049Z VAS OA'lla YNV VINVS M';1MllHDlVW W+0V VIS UA113 YNV VAVS A& :lM1HD1Vl9 j Ul r 7 1A ry g. Z Lu ii p P. ou j Lu w > 9 w Lu eS F3 uj LLJ -i 20 Fqi 0 q� LU 0 1 U) MOT 16 Lu ce 4 9M) DNIMVsa 335 1HEAU 3AOSV 336 0+04 VAS WOR VNY VANVS M - 3NIIH01VO oq+gz VJLS QAl!Q VNV YINVI; M -;1NIVlYW um Exhibit C Page 16 t� oosltiS�vl9axi� L fN 19 �J :�v�s.zsvRii.� -.IoJ IM76Y' W-V' rya Ciealfnle�Zv�s`�agi aA i zi«ao visis:iui of r COOPERATIVE AGREEMENT NO. C-3-2323 EXHIBIT C OWD ©NIMVkfL] a3$ 0l+g¢ VLS uAl9 bNV tliNVS M - RNII OWN mlJOE y t !: p l 3 � g e r tla �rol - a .gym 3az { ise!ul i�T�SL Md�xl9�} Ap JL tl3'JN V}Jq � 5 09tDC V1S 43Alg VNV V1NVS M- W-1HDIM u Exhibit C Page 17 COOPERATIVE AGREEMENT NO. C-3-2323 EXHIBIT C Lag'] molls 33S ONO`JNIMVtIU 338 O � O9+0ir V1S Wil VNV ViNVS M 3NIINOdVA 00+9V VJ.S Mill VNV vims M.3N11"31VOY n u a to xec m' F � � Ilfk I � �rxrsr I E�a to 1 .. ONO1 t; rR I W 1W �- I i � I � (aR ZUraV7 � Ai?4 3 f UriF I o Q ..I sa?�.J' Fir f �€ Wq '- Wiese v e dab Hn •F"®' _1_..�� I �9a� saaa � sfl ♦�2Idd.S. �� W ce 0NVYIek7ads OL+SEff.LS[]A"-10 VNVVIIfINVSNI`3NI'JNaLVW °JIN 3A06V 333 � � � OS+00 V1S OAW VN V V1NVS M - 9NI'1NDIVW Exhibit C Page 18 =1 I 1 i 3 W 0 I € 1 II 1' 09+Bp V1S V1NV9 m-,QNI'INAlm COOPERATIVE AGREEMENT NO. C-3-2323 EXHIBIT C Izvo DNIM NU aas 09409 V4% QA19 W u Exhibit C Page 19 COOPERATIVE AGREEMENT NO. C-3-2323 EXHIBIT C 14 ;rv. ZWO VNIMVHa 999 !— D9f09VlSUAlBVNbV-L RiN^9NnHa.I.VW Vi uj IL IA ` ^- I a�,y W.�`Y�YgniRr yCtiisT I I : I ozr� �Nlnnvt,a ��s 06+99 YLS aAl9 VNV VINVSM 9NI"IH%VN4 r UA I� L6 Exhibit C Page 20 ti Y: UI$P9iY VS:A re Ian . ',. mat n•1 � � r� 13W tr 4s Gtw RlAIZ. � 9 � �Pr..,I VAB-`�iSTLl3 C 1�l F:II Uisd1£i'V14 Sk eJ/J j COOPERATIVE AGREEMENT NO. C-3-2323 EXHIBIT C 0 UVO i3NrmVtla s �&"k�BViStlA'19i1N1+tliNYgM �NI"IH3iVW PCs i e� t � g-: I im f d3" 4 I 1IKK� F°° I z 1 I K' 1 I LLI W �9t1i8 VJ� flh tH VNV VlNVS Ak- mllHaLSY[Ii won L6 Exhibit C Page 21 Moo I 7A .1 U10-41, MA4 6a. COOPERATIVE AGREEMENT NO. C-3-2323 EXHIBIT C OP459 We Exhibit C Page 22 COOPERATIVE AGREEMENT NO. C-3-2323 EXHIBIT C 10 -,RNl-lHo-Lvvl 06+Vl VIS 19 Hit M • 3NI-lHOLVW Exhibit C Page 23 COOPERATIVE AGREEMENT NO. C-3-2323 EXHIBIT C 0 x x as O a 05+YiV18dSW1Vhh AN VW r fl W KKK0 i d�✓A � 3 � 19: � 4 9; yiffi emu. u ll 11 1 ✓'' g a sc vix.W- � "M ! J6dn 1 OFl. li 3d`iil 7d �i yILr C r. stoma" j lid' eL l nl�rxto� w o` � _ ,�ty� • � I 3 I r Y uu-sry Tel15FFa •� - ! I !�� tl �T'LY `gr ag S i n t FI dLs tA�6d92 Bes "� al • �1 � 847W9E dl C3'911 �4 'ti k IMSiIRN `._ _i 1 E ii btl i �L Ak8 WOW •a Y .� � � 6iV5 aIVIMYiiQ �8 � 2MI1HOLVW Exhibit C Page 24 COOPERATIVE AGREEMENT NO. C-3-2323 EXHIBIT C a a N w R LZVO ONIMM) 33S s 09+6L V1S IS HIP MHNIWIVw O \ry1 DC'14i:YS,'1 OIF 31.a1f8.4 i 1�9$p �� �I. .. \. _ - i✓ �i�..y.,R - - .� _. G�i ILLI it TM �e B11S Nr917C4 d�"n F - I ,n.w,�a�a>," .r•=� N - �I, iesarsnaa�,er,3 �O 1. oFb�lt %T411 :TE»n"3"ai45is3 s ^ I t�aEea .� g f a" dl a ary All C F { l�A�iT�13 iYIfAV"r1�' sw,' a' =`9 �eva`R41 A9F8 1 z E fll %I ft '•-� � l :<nt4 G i A4,711 SLI J I 1y 41 ,.... JaR' $C811dc, d ZR EII g1S LU t YN�?DFfiC Y1Sl�HlCM • �.«. I �r � _IF � W foul w wvt to aM p IWZYWAS LIn s FBI v .fY2:8i 1 f d tt 'Li4- 1H 9l `- b I hxva34N0. YM _4", F "tl ji �c RII I �T2 '� J �\• '1 7 w a % •W r s no) � CI 1Sm'V9i&iiv p[i�quc ull— i a � (�![9G 14/ _� 4�y 'v'9v•I� 95..4& 10 d a�a D r�'Ysav?t °a'sro$L, ' 1 �aP s 3 y.sS1Lc� 4R1 � � 110 Sl�.i � 119Y1, l.. G Ld`..3+�'dS Y.i'[T'�S'PSS'Vh'G75 93 a1 §GY4 -- ee6r`tzbt a _g.. z tlrl4 i` W LEY IlsR kM �� I e<AI'��� VF cz au ell". 9 `JNIMM- 339 r .. ou+�a dts �.e wtv nn 9NI-sx0,Ldw W Exhibit C Page 25 i aver ttsi�lk��tra I � ' ��UY WL I 7 iti Ll 0: .'� � � id�fii7+Pci4sms P 3 �'�3NLWj V1 SMtlN 1' I m � mmh--'- W= �'sc.c,riii°r�N P. CLI 'Jl t'�Z4 - Yd t'ALL dj E I �°[6wiVlB1 w o�. 3zs dn�sa ;L v- '+° � t a J1.IZOZL L svVi X YM US [S�STi3lSlw ,rar!!I Ji tJCI... 113 f.`�'@1 1 J� ✓ 01Y+I4ZSl9 h t H d151'fAt M]3 / •� Fj3dr'�3tt -lye - i d 9G'Btb j i a sreLt ., COOPERATIVE AGREEMENT NO. C-3-2323 EXHIBIT C om ONIMvIdo 33S 5 I76+vE V1SIS Hlo-3"3NRHn1VNl i 1 i L; t Ll ° a aava Hlmvaa 3'JS 0H+8Z V1S1S Hli,M• 3NI"IH31VW Tw uj W6 Exhibit C Page 26 COOPERATIVE AGREEMENT NO. C-3-2323 EXHIBIT C ti a a z <� j;m m ezv0 014111WHO 939 Ca 19 WLV 9 • MIFIH31VW Le ai;esi i i I i,� j r 9 0 rs�wrc yJ411, aLSa va G - O - n :s u7117 a c 1 T eL K s ¢ OL"RUI W, s�'eY isv i� �3 HE •rl rr J` 8 � i�"t .. I- I �. a53 r •�- � illl ��,' I— azc�aaxea""3"wdavxp `1 I NMI- rli(. �L h _.....� .�.._._:__Mraiv� a i ` .-... �._......"� _ �Cl ; i:J3 a pp �. IIO Gres rrw r- u x y. nasal e j i r ! ! STt IO:xef'�Su 31 c•cos�Jn wrr� .� � 46dSnii a� i1k�a.�' � � ✓: •f"' "' f� ,d sx zlW"W��'�..... �, w..��ai. �gxq7e. ✓..�._. __.I �, �u� � Ir %_�1� u ns s6a j : - :I € YP.t i I T� 7 I iF:�18 � � z 94]P 3 rev a nlL 1 I a d = te r e ac-sK'f"SC"aFGa"a ai aoawl i a , 9J Cc351 - ' JLL+Sat! p* at ai tlL pA@d'At b b i y�j Do s3 apa n i rues ti%ndvLs 1"s]a3e .alb; „_,� I yy ai a [� I v I Oi noel y ttl IT 14 Pit ro aL pzlY irar-"Ab'4 s I ue t rm f '1141 i3d cGL VI R t5 l• I � G A14]]M3 S ae n+3sll ry5 % Y -a f� �S 1{ SiC ■ ee�oavv� 1 1 - - I'a v. .0 5 2- 01r - • ? m 44 zasi5 veL+s;l °.Y+R i �U q' -.___...._�._�_...... ... ... ., _...— .... 05+yc V1B 1$ WL4 3 • 3lvllH;?1VlN Exhibit C Page 27 I ! � s � 1 '9f'V1 i 14W. 'iF MJat� � 2 � ,CIA z! 1G4 I 'll j Abu l c �: 1 Jfl R1 1$ff1 qi ea ¢il � 'J9� 931: Y , I ' 6 � COOPERATIVE AGREEMENT NO. C-3.2323 EXHIBIT C Uvo DNIMdaa 33s 09+0g VIR 19 HIV 3. RM1401W uj I� Exhibit C Page 28 COOPERATIVE AGREEMENT NO. C-3-2323 EXHIBIT C Rl a kC+pg Vie it N3VWI18gW 9Nrlfl31vvl � D IS HIRE lu LL IS I I Inn--- No LL W MKJlt 2N w 1S lily 3 I -I av ails n +h4 vls is USMI'dOW ZPNIlH3ivW LL Exhibit C Page 29 1d37 mo l39 0S+l06 VLB MIS VNV V1N r l 1 I I i �1 ; e 1 � I l I I I i f ; i a el I M1r� s• n 1 gy- i 5 li TIf k6l261T 1- 77L ffiJ On tlN3 'G l3 vKZ f e o i55 ' 4iYll rr m t ' V1NVS N • 3Nl'lHD1VW COOPERATIVE AGREEMENT NO. C-3-2323 EXHIBIT C Z£Va ONIA4VZia 33B •• 7A-lq VNV VSNVH 3-3NpHalV6'Y777 a 05+40'419 QA xi I, t� II p ml I I 1 3 lE. yg t II R i f • WlHa1VW 51, w LU mom Exhibit C Page 30 COOPERATIVE AGREEMENT NO, C-3-2323 EXHIBIT C W.Lu g o 1431 nna-I3e 09+M V,LS an'la VNV VINVS 3 lWllH01VWcp G � � r: •i' F- LI xw � �j 754�: s= f II W r `,� . _ .-•. fix'? � F 4 s p�, 111111 € i a-, � '�� Irk r' £EVE F1N1M'dMO a3S ,� .._ - -_ L� �� *'" � "'�� � � 00+OEL V18 Oh'19 tlNtl VJ.NtlS 3 • �NI'iIIJ1.VW f' 1�7F r a I� 14 XJ 5� �F I� 3 Lu sawanawa = , : LUF' �6 I y , n FEb� flNIMVN0 �3E 1N91tJ 3AO9V 44U � 094-UL Vis airla VNV VJNYS - 3NFlHU1VW 6�+LFL V.IS Oh1B VNV k+J:NVB'� • 3NI'IN .LVW Exhibit C Page 31 COOPERATIVE AGREEMENT NO. C-3-2323 EXHIBIT C Exhibit C Page 32 COOPERATIVE AGREEMENT NO. C-3-2323 EXHIBIT C OE z 2 lial M IMI 33M 5L+U V1S OA1£1 VNV VtNVS M 3NllH3lVKl Ci y SRO o���0�>a an o LU ailLL _ d r2 i a _ r r7 f CIA ov�q4f i! l N17p�Ub4 sit ? ':� W L i r erd U/I7pyN�89b�Q �a �` "e M012I3AD8tl 3�8 U+V4 VA$ UAIa VNV V1NVe M 7NIlN°lVN ERA um Exhibit C Page 33 COOPERATIVE AGREEMENT NO. C-3-2323 EXHIBIT C. 0 P go 86V0 �JNPMVUSI33S 094D V1S QA98 VNV V1NVS M gNn"a1VNl 1331 MOTAR 33S 0V+98Vl OA HVNVVLNVSM-9NI7HOIVW .. ®, "._L. N€fir €-•I � — � _—�—T—�'�-- $� - —N �.._._.____ % I .. U a1 Alk r In, I 3 U)� I Li ujxr PP a s I y x �, {{ 1 s 3 �4 ❑ ' g s p 'F —`ks� 9� i � -,1 1ws . { P. ds ph' LS 1HOl?J 3AODV 33S 0WR V1S OA"IS VNV V1NVS M-3NJ-JH3 Exhibit C Page 34 COOPERATIVE AGREEMENT NO. C-3-2323 EXHIBIT C two 3NIM"(1339 Ld31M01393 V1Ntl3 it �NIlHJ1VW OS416V1SGAl9VNVV1NVS3-3NIlN51VW % ale tlNV � � f-1 ix 2 i �49L 0 ?I '0Zmi s IN Lu Z; a, 1 ¢I ......... lou t ir r� a I- SEV9 DNIMVUG 493 OG+LS VAS GAl9 VNV VJ.NVB M • 3NIlHDlVW ' I w- a. %.T 4 I � a V �r I ri Fi I� i �i �c p f.. ..__ Im }5 00,+ZO VL6 CIA19 VNV ViNVS3.3NJ IHOlVW W u Exhibit C Page 35 COOPERATIVE AGREEMENT NO. C-3-2323 EXHIBIT C IL u 55 f^" Y "H6 gCM13 IN 5 144 h II - I- Ir- I, vn d laaz I - I - N 'I 'P3dY k '• M46 Ylv wa YPFY viNY5 3 -aNI"tll;)lVA Q k ul 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 Page 1 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