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HomeMy WebLinkAboutORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) (C-94-859)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 27 A-2017-078 pn=!:�- rm Lu ll AMENDED AND RESTATED COOPERATIVE AGREEMENT NO. C-94-859 LLI BETWEEN cr- ^� THE ORANGE COUNTY TRANSPORTATION AUTHORITY Cc AND cc, a Cn THE CITY OF SANTA ANA C - FOR THE SANTA ANA REGIONAL TRANSPORTATION CENTER AND THE OC STREETCAR THIS AMENDED AND RESTATED AGREEMENT (hereinafter the "Agreement") is made and entered into this day of 2017 by and between the Orange County Transportation Authority, a public entity, 550 South Main Street, P.O. Box 14184, Orange, California, 92613-1584 (hereinafter referred to as "AUTHORITY") and the City of Santa Ana, 20 Civic Center Plaza, P,O. Box 1988, Santa Ana, California, 92702, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter referred to as the "CITY"). AUTHORITY and CITY may be mutually referred to as "Parties", or individually as "Party". RECITALS WHEREAS, the Parties entered into Cooperative Agreement No. C-94-859 dated October 17, 1994.(1994 Agreement) which set forth the Parties' agreement relating to the design, construction, maintenance, and security for improvements to the existing Commuter/intercity Rail Station (SARTC) located in Santa Ana; and WHEREAS, the Parties desire to amend and restate the 1994 Agreement with this Agreement and that upon the effective date of this Agreement, the 1994 Agreement will be replaced in its entirety with this Agreement; and WHEREAS, the Parties agree to hereby adopt the roles, responsibilities and understandings previously established by Agreement No. A-2004-136, entitled "Agreement between the City of Santa Ana and the Southern California Regional Rail Authority for Construction and Maintenance of Station Platform and Pedestrian Bridge", dated July 6, 2004; and Page 1 of 13 I:\camm\clerical\wordproc\agree\ag94859hna 1.051717vr1,docx 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 27 A-2017-078 AMENDED AND RESTATED COOPERATIVE AGREEMENT NO. C-94=859 BETWEEN THE ORANGE COUNTY TRANSPORTATION AUTHORITY AND THE CITY OF SANTA ANA FOR THE SANTA ANA REGIONAL TRANSPORTATION CENTER AND THE OC STREETCAR THIS AMENDED AND RESTATED AGREEMENT (hereinafter the "Agreement") is made and entered into this 01 day of 2017 by and between the Orange County Transportation Authority, a public enity, 550 South Main Street, P.O. Box 14184, Orange, California, 92613-1584 (hereinafter referred to as "AUTHORITY") and the City of Santa Ana, 20 Civic Center Plaza, P.O. Box 1988, Santa Ana, California, 92702, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter referred to as the "CITY"). AUTHORITY and CITY may be mutually referred to as "Parties", or individually as "Party". RECITALS WHEREAS, the Parties entered into Cooperative Agreement No. C-94-859 dated October 17, 1994 (1994 Agreement) which set forth the Parties' agreement relating to the design, construction, maintenance, and security for improvements to the existing Commuter/Intercity Rail Station (SARTC) located in Santa Ana; and WHEREAS, the Parties desire to amend and restate the 1994 Agreement with this Agreement and that upon the effective date of this Agreement, the 1994 Agreement will be replaced in its entirety with this Agreement; and WHEREAS, the Parties agree to hereby adopt the roles, responsibilities and understandings previously established by Agreement No. A-2004-136, entitled "Agreement between the City of Santa Ana and the Southern California RegionalRail Authority for Construction and Maintenance of Station Platform and Pedestrian Bridge", dated July 6, 2004; and Page 1 of 13 I:\cam m\clerica I\word proc\agree\ag94859fIna 1.051717vrl.docx COOPERATIVE AGREEMENT NO. C-94-859 1 WHEREAS, the Santa Ana/Garden Grove Streetcar Locally Preferred Alternative was 2 identified by the CITY's City Council at its public meeting on August 5, 2014; and 3 WHEREAS, the Parties entered into a Memorandum of Understanding No. C-5-3295 4 dated August 31, 2015 for the design, construction, operations, and maintenance of the "OC 5 Streetcar System" (MOU); and 6 WHEREAS, the CITY will be granting AUTHORITY easements at SARTC which will 7 permit AUTHORITY to use a portion of SARTC for the construction, operation and maintenance 8 of the OC Streetcar System; and 9 WHEREAS, the Parties have entered into or will be entering into various cooperative 10 agreements for the design, construction, use of CITY right of way, and operation and maintenance 11 of the OC Streetcar System; and 12 WHEREAS, the AUTHORITY's Board of Directors authorized its Chief Executive Officer 13 to execute this Agreement on 24th day of April, 2017; and 14 WHEREAS, the CITY's City Council approved this Agreement on 18th day of April, 2017. 15 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY AND CITY as 16 follows: 17 ARTICLE 1. DEFINITIONS 18 As used in this Agreement, the following terms, phrases, words and their derivations, shall 19 have meanings set forth herein. Words used in the present tense include the future tense. Words 20 used in the singular shall include the plural, and the plural words shall include the singular. Words 21 not specifically defined shall be given their common and ordinary meaning. 22 a. "Communication Shelter" refers to the communication shelter owned and operated 23 by OCTA/SCRRA identified as Operating Property within Exhibit A, attached hereto and 24 incorporated herein by this reference. 25 b. "Commuter/Intercity Rail Station' refers to the commuter/intercity rail passenger 26 terminal which includes Operating Property, Non -Operating Property, and the OC Streetcar 27 System and is as depicted in Exhibit B, attached hereto and incorporated herein by this reference. Page 2 of 13 I:\ca mm\cleri ca I\wo rd p roc\agree\ag94859fina l 051717vr1.docx COOPERATIVE AGREEMENT NO. C-94-859 1 C. "Non -Operating Property" refers to all property not listed as Operating Property or 2 OC Streetcar System Property including but not limited to the items listed in Exhibit C, attached 3 hereto and incorporated herein by this reference. 4 d. "OC Streetcar System" refers to the OC Streetcar passenger transportation system 5 to be owned, operated, and maintained by the AUTHORITY including all streetcar tracks, stations, 6 streetcar vehicles, conduits, electric lines, traction power poles, traction power substations, cross - 7 span wires, streetcar signal equipment, and other functionally related and appurtenant equipment 8 and facilities. The OC Streetcar System elements are contained within the OC Streetcar System 9 Property. 10 e. "OC Streetcar System Property" shall refer to the property described in Exhibit F, 11 which property will be located upon an exclusive easement that CITY will provide AUTHORITY in 12 connection with AUTHORITY's construction, operation and maintenance of the OC Streetcar 13 System, which easement area is generally depicted as OC Streetcar System Property in Exhibit 14 B, Commuter/Intercity Rail Station. 15 f. "OCTA/SCRRA" refers to the provision of certain elements contained in this 16 Agreement through the AUTHORITY's relationship with the Southern California Regional Rail 17 Authority (SCRRA), a joint powers agency of which AUTHORITY is a member. 18 g, "OCTA/SCRRA Right of Way" means the railroad right of way owned by the 19 AUTHORITY for operating commuter rail service where the Commuter/Intercity Rail Station 20 provides the public access to such commuter service. 21 h. . "Operating Property" refers to that property essential to OCTA/SCRRA railroad 22 operations, including but not limited to the items listed in Exhibit A. 23 i. "Platform Fixtures" refers to the fixtures attached to the Standard Platform, 24 including but not limited to lighting fixtures, trash cans, benches, bench shelters, and signs which 25 are categorized as Non -Operating Property. 26 j. "Standard Platform" refers to the station platform(s) at the Commuter/Intercity Rail 27 Station supporting the commuter/intercity rail service in the OCTA/SCRRA Right of Way. The Page 3 of 13 I:\cam m\clerica I\wo rd proc\agree\ag94859fina 1.051717vrl.docx COOPERATIVE AGREEMENT NO. C-94-869 1 Standard Platforms are categorized as Non -Operating Property. 2 k. "Ticket Vending Machines" are the ticket vending machines owned and operated 3 by OCTA/SCRRA located at the Commuter/Intercity Rail Station and include any ticket vending 4 machine support facilities. Ticket Vending Machines and ticket vending support facilities are 5 categorized as Operating Property. 6 ARTICLE 2. PURPOSE OF COOPERATIVE AGREEMENT 7 The purpose of this Agreement is: (1) to set forth provisions for the maintenance and 8 security for the Commuter/Intercity Rail Station as it relates to the provision of commuter/intercity 9 rail service; (2) to set forth provisions for the AUTHORITY's use of SARTC for the design, 10 construction, operations, and maintenance of the OC Streetcar System; and (3) to reflect 11 improvements that have been made to SARTC since the 1994 Agreement and the Parties relative 12 obligations relating thereto. 13 ARTICLE 3. RESPONSIBILITIES OF THE CITY 14 3.01 CommuterPntercity Rail Station Construction. The City shall be the lead agency for the is construction of future Commuter/Intercity Rail Station improvements with the exception of 16 improvements within the OC Streetcar System Property. Any future construction affecting 17 Operating Property shall be coordinated with the AUTHORITY prior to construction. 18 3.02 Planning, Zoning, and Permits. The CITY shall obtain. and comply with any and all 19 approvals, permits, licenses and authorizations required by applicable law to enable it to fulfill its 20 responsibilities as set forth in this Section 3 and shall comply with all federal, state and local laws, 21 regulations, rules and ordinances. Moreover, the CITY agrees to act as the lead agency on all 22 planning, zoning and permit activities as required by California law, unless specified to the 23 contrary in paragraph 3.04, OCTA/SCRRA Right of Entry. The CITY will apply for and secure, at 24 the sole expense of the CITY, all permits required for the operation of the Commuter/Intercity Rail 25 Station, 26 3.03 Maintenance and Repair. The CITY agrees, at no cost to the AUTHORITY, to maintain and 27 repair the Non -Operating Property that is described in Exhibit C as well as that portion of OC Page 4 of 13 I:\ca m m\cle rica I\wordproc\agree\ag94859fi na i.051717vri.docx COOPERATIVE AGREEMENT NO. C-94-859 1 Streetcar System Property that is described in Exhibit C, in good condition and order, and free 2 from refuse, for the benefit of the public and the persons using the Commuter/Intercity Rail Station 3 for so long as the AUTHORITY shall serve commuter/intercity rail passengers at the 4 Commuter/Intercity Rail Station pursuant to this Agreement. 5 3.04 OCTA/SCRRA Right of WaV Right of Entry. CITY shall, and shall require its contractors, to 6 notify and receive prior permission from the SCRRA in advance of any work to be performed on 7 the SCRRA/OCTA Right of Way. Additionally, the CITY and its contractors shall comply with all 8 SCRRA safety requirements and obtain appropriate SCRRA Right of Entry documents. 9 3.05 OC Streetcar System Property Right of Entry. All work activities, either those of the CITY 10 or third parties, within the controlled work access zone limits depicted and described in Exhibit D, 11 Streetcar Controlled Work Access, require a permit issued by the AUTHORITY prior to work 12 commencing. The CITY shall not issue any permits to any third parties to work in the Streetcar 13 Controlled Work Access area, within the controlled work access zone without prior evidence of a 14 current AUTHORITY access permit. 15 3.06 Insurance. The CITY shall, during the term of this Agreement, maintain adequate liability 16 insurance and in no event less than two million dollars ($2,000,000) per occurrence and in the 17 aggregate, for claims relating to bodily injury, death, property damage and all automotive 18 operations, which arise out of CITY's obligations under this Agreement. Such insurance may be 19 in the form of a policy of commercial insurance, self-insurance, joint powers insurance authority 20 or combination thereof. The AUTHORITY, its officers, agents and employees shall be named as 21 an additional insureds on the CITY's policies. The requirement for insurance shall not limit or 22 otherwise modify the CITY's defense and indemnity obligations as set forth in Section 3.07 hereof. 23 3.07 Indemnity. Neither the AUTHORITY nor the SCRRA nor any officers, employees or agents 24 thereof shall be responsible for any damage or liability occurring by reason of anything done or 25 omitted to be done by the CITY in connection with the CITY's responsibilities under this 26 Agreement. The CITY shall be responsible for handling and processing any and all claims relating 27 to the CITY's responsibilities under this Agreement. It is also understood and agreed that, Page 5 of 13 I:\ca mm\clerica I\wo rd proc\agree\ag94859fi na l.051717vrl.docx 1 2 3 4 5 6 7 s 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 COOPERATIVE AGREEMENT NO. C-94-859 pursuant to Government Code Section 895.4, the CITY shall fully indemnify, defend and hold the AUTHORITY and/or SCRRA harmless from any liability imposed for injury (as defined by Government Code Section 810.8), occurring by reason of anything done or omitted to be done by the CITY in connection with the CITY's responsibilities under this Agreement. 3.08 Station Security. The CITY shall arrange for and fund the provision of security for the Non - Operating Property. CITY standards shall be used to determine the level of security to be provided for the Non -Operating Property. 3.09 Commuter/Intercity Rail Parking. The CITY will perform all the appropriate planning, zoning, and permit activities necessary to ensure sufficient station parking is reserved for rail commuters. The CITY shall make good faith efforts to provide a minimum of three hundred (300) spaces for commuter rail parking at SARTC. Should OCTA establish through a parking study that passenger rail parking utilization has reached 85% capacity for a period of six (6) months, the CITY shall make good faith efforts to provide a minimum number of spaces for commuter rail parking as determined in the study up to a maximum of five hundred (500) spaces. In the event that an increase in parking is required, OCTA shall provide all parking control equipment necessary to control access. 3.10 Sublease. The CITY may sublease or grant privileges or concessions at SARTC; excepting therefrom the Standard Platform and the OC Streetcar System Property. The CITY may sublease or grant privileges or concessions on the Standard Platform or the OC Streetcar System Property as mutually agreed, in writing, between the AUTHORITY and the CITY. 3.11 Grant of Easement. The CITY shall, at no cost, grant to AUTHORITY an exclusive easement(s) for use of the OC Streetcar System Property for those purposes set forth in this Agreement in the area generally depicted as OC Streetcar System Property in Exhibit B, Commuter Rail/Intercity Rail Station. The precise terms and conditions of the easement(s) shall be as agreed upon by the Parties and set forth therein. Upon recordation of the easement(s), it shall be attached to this Agreement and be incorporated herein as Exhibit E, entitled "OC Streetcar System Property Easements". To the extent that any terms and conditions of the Page 6 of 13 I:\ca mm\clerica I\wo rd proc\agree\ag94859fi n a l.051717vrl.docx COOPERATIVE AGREEMENT NO. C-94-859 1 easement(s) are inconsistent with this Agreement, then the easement(s) shall control. 2 3.12 Assignment to Another Party. The Parties hereby acknowledge and agree that at some 3 future date, the CITY may, at its option, assign its rights, interest, duties, and obligations under 4 this Agreement to another Party as it relates to the Commuter/Intercity Rail Station, provided that 5 no such assignment shall be effective unless the CITY provides thirty (30) days prior written notice 6 to AUTHORITY. With respect to any such assignment of the CITY's obligations relating to the 7 OC Streetcar System Property, such assignment shall be subject to the assignment provisions in 8 Article 14, entitled "Assignment", of Cooperative Agreement No. C-6-1433 Use of the City Right 9 of Way by and between the Parties (ROW Agreement), and any amendments thereto, which 10 Article 14 is incorporated herein by reference. 11 ARTICLE 4. RESPONSIBILITIES OF AUTHORITY 12 4.01 Platform Lease. The AUTHORITY shall lease the Standard Platform to the CITY for one 13 dollar ($1.00) per year. This Agreement constitutes the lease agreement between the 14 AUTHORITY and the CITY. 15 4.02 Insurance. The OCTA/SCRRA shall, during the term of this Agreement, maintain adequate 16 liability insurance and in no event less than two million dollars ($2,000,000) per occurrence and 17 in the aggregate, for claims relating to bodily injury, death, property damage and all automotive 18 operations, which arise out of OCTA/SCRRA's obligations under this Agreement. Such insurance 19 may be in the form of a policy of commercial insurance, self-insurance, joint powers insurance 20 authority or combination thereof. The CITY, its officers, employees and agents shall be named 21 as an additional insured on the OCTA/SCRRA and AUTHORITY policies. The requirement for 22 insurance shall not limit or otherwise modify OCTA's defense and indemnity obligations as set 23 forth in Section 4.03 hereof. 24 4.03 Indemnity. Neither the CITY nor any officers, employees or agents thereof shall be 25 responsible for any damage or liability occurring by reasons of anything done or omitted to be 26 done by the AUTHORITY or the SCRRA in connection with the OCTA/SCRRA's responsibilities 27 for the Commuter/Intercity Rail Station or AUTHORITY's responsibilities for the OC Streetcar Page 7 of 13 I:\ca m m\clerica I\wo rd p roc\agree\ag94859fi na l.051717vr1. docx 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 27 COOPERATIVE AGREEMENT NO. C-94-859 System Property under this Agreement. It is also understood and agreed that, pursuant to Government Code Section 895.4, the AUTHORITY shall fully indemnify, defend and hold the CITY harmless from any liability imposed for injury (as defined by Government Code Section 810.8), occurring by reason of anything done or omitted to be done by the AUTHORITY or the SCRRA in connection with the OCTA/SCRRA's responsibilities for the Commuter Rail/Intercity Rail Station under this Agreement. This same indemnification, defense and hold harmless obligation is imposed upon AUTHORITY, but not SORRA, with respect to anything done or omitted to be done by AUTHORITY in connection with AUTHORITY's responsibilities for the OC Streetcar System. 4.04 Assignment to Another Party. The Parties to this Agreement hereby acknowledge and agree that at some future date, the AUTHORITY may, at its option, assign its rights, interest, duties, and obligations under this Agreement as it relates to the Commuter/Intercity Rail Station to another Party, provided that no such assignment shall be effective unless the AUTHORITY has given thirty (30) days prior written notice to CITY. With respect any such assignment of AUTHORITY's use, operation and maintenance of the OC Streetcar System Property, such assignment shall be subject to the same assignment provisions set forth in Section 3.12 of this Agreement. 4.05 OCTA/SCRRA Maintenance and Repair The AUTHORITY agrees, at no cost to the CITY, to maintain and repair the Operating Property (Exhibit A) and the OC Streetcar System Property (Exhibit F), in good condition and order, and free from refuse, for the benefit of the public and the persons using the Commuter/Intercity Rail Station for so long as the AUTHORITY shall serve commuter/intercity rail passengers at the Commuter/Intercity Rail Station pursuant to this Agreement. 4.06 OC Streetcar System Design and Construction. The AUTHORITY shall fund and implement the design and construction of the OC Streetcar System on the OC Streetcar System Property consistent with the provisions of Cooperative Agreement No. C-5-3583 by and between the Parties for the design phase of the OC Streetcar Project" and upon execution by the Parties, Cooperative Agreement No. C-6-1516, which agreements are, and upon the Parties' execution Page 8 of 13 I:\ca m m\cleri ca I\word proc\agree\ag94859fi na 1.051717vr1. docx 1 2 3 4 5 6 7 a 9 10 11 12 13 14 is 16 17 18 19 20 21 22 23 24 25 26 27 COOPERATIVE AGREEMENT NO. C-94-859 thereof, incorporated herein by reference to the extent applicable to the OC Streetcar System Property. 4.07 OC Streetcar System Operations and Maintenance. The AUTHORITY shall be responsible for operations and maintenance of the OC Streetcar System. The standards for operations and maintenance shall be as provided for in the MOU and upon execution, the cooperative operations and maintenance agreement to be entered into by the Parties, which are, to such extent, incorporated herein by reference. 4.08 OC Streetcar System Security. The AUTHORITY shall arrange for and fund the provision of security for the OC Streetcar System Property. The AUTHORITY's responsibility for funding security does not supersede or reduce the CITY's responsibility for funding operating costs as identified in the MOU. ARTICLE 5. 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: To AUTHORITY: City of Santa Ana Orange County Transportation Authority Attention: Clerk of the Council 550 South Main Street 20 Civic Center Plaza P.O. Box 14184 P.O. Box 1988 Orange, CA 92863-1584 Santa Ana, CA 92701 / Page 9 of 13 I:\cam m\clerica I\word pro c\agree\ag94859fi na 1.051717vr1.docx 1 2 3 4 5 6 7 a 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 COOPERATIVE AGREEMENT NO. C-94-859 ATTENTION: ATTENTION: SARTC Property Manager Bridget Carman 1000 E. Santa Ana Blvd., Suite 108 Contracts Administration and Materials Santa Ana, CA 92701 Management Email: glomeli@santa-ana.org Tel: (714) 560-5478 E -Mail: bcarman@octa.net Cc: Cc: Fred Mousavipour James G. Beil Executive Director, Public Works Agency Executive Director, Capital Programs Tel: (714) 647-5654 Tel: (714) 560-5646 E -Mail: fmousavipour@santa-ana.org E -Mail: JBeil(5octa.net cc: City Attorney ARTICLE 6. MISCELLANEOUS 6.01 Consents and Approvals. Any and all consents and approvals provided for or permitted by this Agreement shall be in writing, and a signed copy thereof shall be filed and kept with the records of this Agreement. 6.02 Entire Agreement. This document, the attachments hereto, and the documents or portions thereof incorporated herein by reference, contain and constitute the entire understanding and agreement between the Parties with respect to the subject matter hereof. This Agreement supplements and does not supersede Contract No. 172225 between the CITY and the AUTHORITY as successor in interest to the Atchison, Topeka and Santa Fe Railway Company as it applies to the Commuter/Intercity Rail Station. 6.03 Amendments. This Agreement may be amended or modified only by an instrument in writing, stating the amendment or modification, signed by the Parties hereto. 6.04 Severability. If any term, provision, covenant or condition of this Agreement is held to be invalid, void or otherwise unenforceable, to any e)tent, by any court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or Page 10 of 13 I:\cam m\clerica I\word proc\agree\ag94859fi na l.051717vrl.docx COOPERATIVE AGREEMENT NO. C-94-859 1 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 2 6.05 Headings and Subtitles. Headings and subtitles of this Agreement have been used for 3 convenience only and do not constitute matter to be considered as interpreting this Agreement. 4 6.06 Attorneys Fees. In the event of any dispute hereunder or any proceeding to enforce the 5 provisions hereof, the prevailing Party in such dispute or proceeding shall be entitled to recover, 6 among other things, all costs, reasonable attorney's fees and reasonable disbursements, 7 regardless of whether such dispute or proceedings are handled by attorneys or employees of 8 such Party or outside counsel. "Prevailing Party in dispute or proceeding" shall be the Party who 9 obtains substantially all the relief sought by such Party in such action or proceedings, regardless 10 of whether final court judgment is entered. 11 6.07 No Waiver on Default. No waiver of any right or failure to exercise any remedy with respect 12 to any matter or event which is the subject of this Agreement shall be or be deemed to be a waiver 13 of such right or remedy with respect to any other matter or event, or to constitute a precedent for 14 purposes of interpretation of this Agreement. 15 6.08 Governing Law. This Agreement shall be governed by and shall be construed in accordance 16 with the laws of the State of California. 17 ARTICLE 7. TERMINATION OF AGREEMENT 18 This Agreement shall commence on the date this Agreement is, executed by both Parties 19 and shall constitute the Parties' agreement with respect to the matters addressed herein from that 20 date forward. The term of the Agreement shall continue until: 21 a. The AUTHORITY or a properly designated assignee of AUTHORITY discontinues 22 to utilize SARTC to serve commuter/intercity passengers. 23 b. The sale or transfer of title of the Commuter/Intercity Rail Station; 24 C. The assignment by a Party without providing prior written notice to the other Party 25 of any of the rights, title, or obligations set forth in this Agreement as it relates to the 26 Commuter/Intercity Rail Station shall give rise to the right of the non-assigning Party to terminate; 27 d. The involuntary transfer by a Party of any of the rights, title or obligations set forth Page 11 of 13 I:\ca mm\clerica I\wordp roc\agre a\a g94859fi na 1.051717vr1.docx COOPERATIVE AGREEMENT NO. C-94-859 1 in this Agreement as it relates to the Commuter/Intercity Rail Station shall give rise to the right of 2 the non -transferring Party to terminate; 3 e. Any material default or breach of this Agreement by either Party which has not 4 been cured within thirty (30) days after notice of such default by the other Party, or such later time 5 as is reasonable necessary if the default cannot be reasonably cured within such thirty (30) day 6 period. 7 ARTICLE 8. TERMINATION.OF EASEMENT 8 The provisions of Article 7 shall not apply to those provisions of this Agreement governing 9 the Parties' agreement relating to AUTHORITY's use of and easement interests in the OC 10 Streetcar System Property. Article 6, entitled "Termination", of Cooperative Agreement No. C-6- 11 1433, shall govern the termination of that portion of this Agreement relating to the OC Streetcar 12 System Property, which Article 6 is incorporated herein by reference. 13 / 14 / 15 / 16 / 17 / 18 / 19 / 20 / 21 / 22 / 23 / 24 / 25 / 26 / 27 / Page 12 of 13 I:\ca m m\clerica I\wo rd proc\agree\ag94859fi na 1.051717vr1. d ocx 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 27 �Y COOPERATIVE AGREEMENT NO. C-94-859 ARTICLE 9. ACCEPTANCE The undersigned, having read the foregoing, accept and agree to the terms set forth therein. CITY OF SANTA ANA Cynthia J. Kur z Interim City Manager APPROVED AS TO FORM: By: r bin y S is R. Carvalho City Attorney ED: ORANGE COUNTY TRANSPORTATION AUTHORITY in Chief ExecutiM Officer APPROVED AS TO FORM: 0 ,Y4mes M. Donich General Counsel DED: By: -wk By: ed Mousavipour Ja G. B it xecutive Director, Public WorksE utive Director, Capital Programs Agency Date: Date: EXHIBITS Exhibit A — Operating Property Exhibit B — Commuter/Intercity Rail Station Exhibit C — Non -Operating Property Exhibit D — Streetcar Controlled Work Access Exhibit E — OC Streetcar System Property Easements Exhibit F — OC Streetcar System Property ATTEST: Page 13 of 13 MARIA D. HUIZAR CLERK OF THE COU CIL I:\ca mm\clerica I\wo rd proc\agree\ag94859fina l.051717vr1. docx COOPERATIVE AGREEMENT NO. C-94-859 . EXHIBIT A OPERATING PROPERTY OCTA/SCRRA is responsible for the maintenance of the following facilities: • OCTA/SCRRA provided electronic information signage • Communication Shelter • Customer Information System (Metrolink Public Address and Electronic Changeable Message Signs) • Operating Property Utility Costs • Painted Guide Lines • Painted "Stand Behind This Line" Messages • Tactile Warning Strips • Ticket Vending Machines & Support Facilities • Track (Rails, Ties, and Ballast) • Inter -Track Fence along OCTA/SCRRA Right of Way Page 1 of 1 CC STREE' COOPERATIVE AGREEMENT NO. C-94-859 EXHIBIT B COMMUTER/INTERCITY RAIL STATION NOTES: CE§ENO 1. SPECIFIC CC STREETCAR SYSTEM PROPERTY CO ILITER/INTERCITY RAIL STATION CDIIRDARY LIMITS ARE AS DEFINED IN EASEMENT CC STREETCAR SYSTEM PROPERTY BOUNDARY. SEE NOTE I DOCUMENTS. NOT TO SCALE Page 1 of 1 COOPERATIVE AGREEMENT NO. C-94-859 EXHIBIT C NON-OPERATING PROPERTY The CITY is responsible for maintaining all facilities at the Commuter/Intercity Rail Station that do not constitute Operating Property or OC Streetcar System Property including but not limited to: • Benches • Bench Shelters • City Public Address System • Curbs, curb and gutters, and wheel stops • Driveway pavement north of AUTHORITY's traction power substation within the OC Streetcar System Property • Electronically Controlled Sliding Gates • Fencing, excluding fencing on boundary of OC Streetcar System Property • Landscaping (City Standards shall be used to determine level of maintenance to be provided) • Lighting Fixtures • Non -Operating Property Utility Casts • Parking Garage • Pavement • Pedestrian Bridge Overpass including all associated equipment • Sidewalks • Signage • Standard Platforms • Surface Parking • Trash Cans OC Streetcar System Property The CITY is responsible for maintaining the following elements within the OC Streetcar System Property: • Curb and Gutter north of AUTHORITY's traction power substation within OC Streetcar System Property • Driveway pavement at south end of OC Streetcar platform area and north end of TPSS area. • Sidewalk and curb and gutter at south end of OC Streetcar platform area adjacent to SARTC driveway Page 1 of 1 §/ }\ dLU z § LU k k � k q COOPERATIVE AGREEMENT NO. C-94-859 EXHIBIT E OC STREETCAR SYSTEM PROPERTY EASEMENTS Page 1 of 1 I / I pT• I , •IT' I 40' 1 , • / . mSANTA ANA BLVD in l6y_RS 10.qh.= 10.53�A� __`` `_e�FL on, %6- 1 035 -^- 755PO 47-50 I , _�\ FRUIT BLV I � B. I -----------i "rte `O �.�Aegv �o 4e• no• J —I APN ]9R -35i -OT v N o I I ' ________ I 1 EASEMENT TO DITY OF SANTA ANA tem l s H W p pR. 554. P0. 3TG, DEEDS =___ wR F% .] a N ________ TOWNMT N -GRANT DECO TO CITY OF SANTA ANA 5812, O.R. INS R %985 0 101 POE, 4s-441;0% 44' M R. I_•A-, OOLINTY / P --- M. 11,OCK 61 r=te APN 398-351-05 Qom, --_--12 - / I 13 I FINAL ORDER OF CONDEMNATICN CASE NO. 3]-30-04 INST. NO. 04-210045. O.R. N64.31'4s"E�" 40.0It LT ----14 RD 84-I 1CIS /r`0 'T,P.O.D. �__.. _._______ R.S.9. r FCL Z 0/ P0. 21 r REC. 5/24/1984 LINE DATA: BEARING" 015TANCE IS I �� I I 55.00' LI:S. f"' -`-'----'--------I r V L2 N64. 31'-0I°L' i0. SO, i ___------_--I / / �,___ I / L! 525°28'19"E 55.00' L4 564.31'.NVE ]0.50' 40' 40' 17 b�zp, PO �-------- L 509—P3'36°E 1.02' LG N6d•5]'44"E. 35.05' i �I LEGEND: 04, �\ 9 Jy / I I Li 564•]I'41'W 44.00' e N25•28'19"w 33.20' ®PERMANENT EASEMENTS / r L2 DQ I O' ho' BU' 160' 240' SCALE 1" = 80' NS P S O M A S L4 i.� TOWN OF 2ANTA UO.y FEpEl eiwu.. amv. o..s��mt+ro ie mw c.w.,x iw„n.nn 1 Ial< 3-44; -.- IOANACASOS. .�\ SHEET 1 OF 1 NG4. 31'41"E� 40.00' ; M.R. L.A. COUNTY T.P.0.0. RI,OOK '13 SCALE t" - 00' I PCL. 1 I I DRAFTED NPG OHSCRIPTION: CHECKED JLE PERMANENT EASEMENTS OVER SANTA ANA REGIONAL TRANSPORTATION CENTER DATE 05/01/2017 JOB NUMBER 21INT010400 Page 1 of 1 COOPERATIVE AGREEMENT NO. C-94-859 EXHIBIT F OC STREETCAR SYSTEM PROPERTY All facilities within the OC Streetcar System Property unless designated otherwise in Exhibit C Non -Operating Property including, but not limited to: OC Streetcar Platform Area • Cobble rock within OC Streetcar System Property at north end of OC Streetcar System Property • Conduit Pull Boxes located in pavement or sidewalks within the limits of the OC Streetcar • Conduits supporting OC Streetcar System • Contact Wire • Drainage Inlets • Landscaping • Light Fixtures • OCS Poles and associated support brackets and hardware • Platform • Sidewalks • Signs • Span Wires • Streetcar Bumpers • Streetcar Signal Equipment Streetcar Tracks (Rail, concrete, rubber boot, switches, switch boxes) • Streetcar Vehicles • Trash Cans • Benches • Bench Shelters Traction Power Substation Area • Ground Grid • Landscaping within OC Streetcar System Property • Light Fixtures • Meters • Signs • Pull boxes and associated conduits • Sidewalk on south side of traction power substation • Switch Boxes • Traction power substation Page 1 of 1