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1 COOPERATIVE AGREEMENT
THIS COOPERATIVE AGREEMENT (“AGREEMENT”) is made and entered into this _______ day of ___________ 2023 by and between the City of Anaheim, a municipal corporation and charter city in the County of Orange (“CITY”) and Foothill/Eastern Transportation Corridor Agency, a California joint powers authority (“AGENCY”). An individual signatory in this AGREEMENT is referred to as a PARTY. Collectively, the signatories in th is AGREEMENT are referred to as PARTIES.
RECITALS
1. AGENCY has entered into Cooperative Agreement No. 12 -829 with the State of California, acting through its Department of Transportation (“STATE”), for the construction of a direct connector between the toll facilities of State Route 241 and State Route 91 Express Lanes to and from the east (“PROJECT”).
2. The PROJECT includes certain permanent improvements on Gypsum Canyon.
3. Construction of the easterly terminus of the direct connector requires the full closure of the east bound State Route 91 express and general -purpose lanes during nighttime hours of 11:00 pm to 5:00 am. The closure period is estimated to be 39 non-consecutive nights.
4. AGENCY, in cooperation with STATE, developed a detour plan that utilizes a temporary eastbound off ramp at Santa Ana Canyon Road to divert traffic along both lanes of Santa Ana Canyon Road to the existing Gypsum Canyon local interchange (“DETOUR”) as depicted in Exhibit A.
5. The detour plan would be in effect during the nighttime closures with two-way traffic on Santa Ana Canyon Road re-established daily after the conclusion of the nighttime closure.
6. Santa Ana Canyon Road is designated as a primary arterial i n the Circulation Element of the CITY’s General Plan and presently consists of one lane in each direction in the vicinity of the State Route 241 connector to State Route 91 and Gypsum Canyon Road.
7. California Streets and Highway Code Sections 1801-1802 allow a city to close any street or highway at or near the point of its intersection with any freeway upon approval of STATE.
8. Both CITY and AGENCY desire to construct the PROJECT and implement the hereinabove described nighttime closures of Santa Ana Canyon Ro ad for the purpose of the temporary detour of eastbound State Route 91 traffic along Santa Ana Canyon Road.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual benefits derived by CITY and AGENCY and the promises herein contained, it is hereby agreed as follows:
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2 SECTION I
SCOPE OF AGREEMENT:
This AGREEMENT specifies the roles and responsibilities of the PARTIES as they pertain to the subjects and projects addressed herein. Both AGENCY and CITY agree that each will cooperate and coordinate with the other in all activities covered by this AGREEMENT and any other supplemental agreements that may be required to facilitate the purpose(s) thereof.
SECTION II
AGENCY AGREES:
1. To obtain approval from STATE for the detour plan and temporary off ramp that utilizes that portion of Santa Ana Canyon Road within the jurisdiction of CITY.
2. To request that State implement the relevant Transportation Management Plan (TMP) Strategies as outlined in Section 7.2 of the project TMP. The strategies include advance roadway information to notify the public about planned and ongoing construction work and closures and provide a telephone “Hotline” for interactive request/response information.
3. To request that STATE apply for and obtain a CITY encroachment permit for the portions of the PROJECT within the CITY’s jurisdiction, including the use and temporary modification of Santa Ana Canyon Road for the detour as depicted in Exhibit A.
4. To request that, the STATE’s construction contract require the contractor to apply for an encroachment permit rider with CITY prior to initiating any work authorized by CITY issued encroachment permit.
5. To provi de to CITY a copy of the STATE’s construction contract for the work contemplated in this AGREEMENT.
6. To obtain a CITY encroachment permit for the portions of the PROJECT within the CITY’s jurisdiction. Deposit of funds with CITY in an estimated amount determined by CITY for the processing of the encroachment permit, plan check, and anticipated inspection costs/close-out costs will be processed separately from this AGREEMENT by the CITY’s Public Works Permitting Department.
7. To cooperate with CITY to document the before and after condition of the pavement area to be used for the detour on Santa Ana Canyon Road.
8. To provide CITY with a one-time lump sum payment of $82,381.00 for use of and for the effects of a temporary detour on the roadway in the areas designat ed for the Santa Ana Canyon Road detour as depicted in Ex hibit A. Any costs incurred by CITY in connection with such work related to the future expenses in excess of the lump sum payment shall be CITY’s sole responsibility. The lump sum payment shall be paid promptly after STATE awards the construction contract for the work contemplated by this AGREEMENT.
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3 9. To include as a condition of the CITY’s encroachment permit, restoration type and limits resulting from the PROJECT shall be determined and transmitted by the City Engineer to the STATE after the temporary detour on Santa Ana Canyon Road is completed and restoration shall be completed within 90-days of completion of such determination by the City Engineer.
10. To request that t he STATE’s construction contract include provisions requiring compliance with all requirements of the CITY -issued encroachment permit including compliance with CITY standards, warranty periods, liability/indemnity clauses, interim maintenance requirements during use of Santa Ana Canyon Road by the contractor, and notification requirements.
11. To the extent permitted by law and except to the extent caused by the negligence or willful misconduct of CITY or its directors, officers, agents, and employees , to defend, indemnify and hold harmless CITY and its directors, officers, agents, and employees, from and against any and all claims, damages, and liability occurring (a) as a result of or in connection with AGENCY’s design for the DETOUR, or (b) by reason of anyth ing done or omitted to be done by AGENCY under this AGREEMENT.
SECTION III
CITY AGREES:
1. To grant approval of encroachment permit subject to the standard conditions of approval.
2. To assist in securing any approvals or permits necessary for the construction o f the PROJECT.
3. To allow satisfaction of insurance requirements relating to CITY encroachment permit through the STATE’s self-insurance in combination with insurance provided by STATE’s contractor naming CITY as an additional insured.
4. To provide all CITY owned right-of-way necessary to implement the PROJECT in accordance with that certain Right of Way Acquisition Agreement and Joint Escrow Instructions between CITY and AGENCY.
5. To execute and deliver any and all documents and perform any and all acts required on its part, which may be reasonably necessary to effectuate and complete and facilitate the provisions of this AGREEMENT. Such documents and acts may include but are not li mited to encroachment permit s, plan check , inspections and approval and concurrences associated with STATE’s project delivery.
6. To include as a condition of the CITY’s encroachment permit, restoration type and limits resulting from the PROJECT shall be determined and transmitted by the City Engineer to the STATE after the temporary detour on Santa Ana Canyon Road is completed and restoration shall be completed within 90-days of completion of such determination by the City Engineer.
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4 7. To the extent permitted by law and except to the extent caused by the negligence or willful misconduct of AGENCY or its directors, officers, agents, and employees, to defend, indemnify and hold harmless AGENCY and i ts directors, officers, agents, and employees, from and against any and all claims, damages, and liability occurring by reason of anything done or omitted to be done by CITY under this AGREEMENT.
SECTION IV
GENERAL CONDITIONS:
1. PARTIES understand that this AGREEMENT is in accordance with and governed by the Constitution and laws of the State of California. Any PARTY initiating legal action arising from this AGREEMENT will file and maintain that legal action in the Superior Court of the County of Orange, California.
2. PARTIES will not assign or attempt to assign obligations to entities not signatory to this AGREEMENT without an amendment to this AGREEMENT.
3. A waiver of a PARTY’s performance under this AGREEMENT will not constitute a continuous waiver of any other provision.
4. A delay or omission to exercise a right or power due to a default does not negate the use of that right or power in the future when deemed necessary.
5. The term of this AGREEMENT shall commence upon the date of mutual execution and shall continue thereafter until performance by PARTIES has been completed in compliance with this AGREEMENT.
6. Notices permitted or required to be provided pursuant to this AGREEMENT shall be sent to the following addresses:
AGENCY:
Foothill/Eastern Transportation Corridor
Agency
Attention: _______________________
125 Pacifica, Suite 120
Irvine, California 92618
CITY:
City of Anaheim
Attention: _________________
_________________________
Anaheim, California _________
By notice to the other party, either party may, change the address specified above.
Service of notice or communication shall be complete, if personally served, when received at the designated address, or three days after deposit of sa id notice or communication in the United States mail, postage prepaid, whichever occurs first.
7. The parties do not intend to create rights in, or to grant remedies to, any third party as a beneficiary to this Agreement, or as a result of any duty, covenant, obligation or undertaking established herein.
8. This AGREEMENT may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the Agreement No. ___
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5 same instrument. PARTIES acknowledge that execut ed copies of this AGREEMENT may be exchanged by facsimile or other electronic format (e.g. “pdf,” “tif,” “jpg” or “DocuSign”) and that the signatures on such copies shall be deemed to be effective and valid as original signatures. (Signatures on the following page.)
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6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement by and through their authorized officers as of the day and year first above written.
FOOTHILL/EASTERN TRANSPORTATION
CORRIDOR AGENCY,
a California joint powers authority
Ryan Chamberlain
Chief Executive Officer
CITY OF ANAHEIM,
a municipal corporation
Approved as to Form:
Ben Rubin
General Counsel
Attest:
Theresa Bass, City Clerk
Date:
Approved as to Form:
ROBERT FABELA, CITY ATTORNEY
Bryn M. Morley,
Deputy City Attorney
149951
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Exhibit A
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City R/W
Santa Ana Canyon Road
City R/W
·|}þ91
Area of Existing Pavement Used
For Detour = 6,760 sq. yds.
±
0 8040 Feet
241/91 Express Connector
Santa Ana Canyon Road
Overnight Detour
Exhibit A
M:\Engineering\ArcGIS\241_91\MXD\241_91_SAC_Detour_041923.mxd EXHIBIT NOTES:
1. Temporary Pavement and Fill will be removed
and R/W restored after construction.
2. Temporary Detour will occur over 39 non-consecutive overnights during construction to allow for portions of work for the 241/91 Express Connector structure
3. Local access on Santa Ana Canyon Road west of
the detour will be maintained.
(Sheet 1 of 2)
Legend
City of Anaheim R/W Temporary Pavement Outside
City R/W (for reference only)
Temporary Pavement In City
R/W
Temporary Artificial Fill In City
R/W
Existing Pavement Used For
Detour in City R/W
Permanent Pavement
Replacement in City R/W
Permanenet Minor Tie-in
Grading in City R/W
ÜÜ
Direction of Overnight
Detour Traffic
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Ü
Ü
Ü
ÜÜ ÜÜ
City R/W
City R/W
Santa Ana Canyon Road
Gypsum
Canyon Road
City R/W
City R/W
Area of Existing Pavement Used
For Detour = 6,760 sq. yds.
±
0 8040 Feet
241/91 Express Connector
Santa Ana Canyon Road
Overnight Detour
Exhibit A
M:\Engineering\ArcGIS\241_91\MXD\241_91_SAC_Detour_041923.mxd EXHIBIT NOTES:
1. Temporary Pavement and Fill will be removed
and R/W restored after construction.
2. Temporary Detour will occur over 39 non-consecutive overnights during construction to allow for portions of work for the 241/91 Express Connector structure
3. Local access on Santa Ana Canyon Road west of
the detour will be maintained.
(Sheet 2 of 2)
Legend
City of Anaheim R/W Temporary Pavement Outside
City R/W (for reference only)
Temporary Pavement In City
R/W
Temporary Artificial Fill In City
R/W
Existing Pavement Used For
Detour in City R/W
Permanent Pavement
Replacement in City R/W
Permanenet Minor Tie-in
Grading in City R/W
ÜÜ
Direction of Overnight
Detour Traffic