DRAF T (03/04/2026)
OPERATION AND MAINTENANCE AGREEMENT FOR THE
DORAN STREET GRADE SEPARATION PROJECT
BETWEEN
THE CITY OF LOS ANGELES
AND
THE CITY OF GLENDALE
[INSERT DATE]
EFFECTIVE DATE
Exhibit 5
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CONTENTS
ARTICLE PAGE
1. SCOPE AND DURATION 32.
ROLES AND RESPONSIBILITIES
33. INTERPRETATION
4EXHIBIT 1 – MAP OF DORAN STREET GRADE SEPARATION PROJECT 6EXHIBIT 2 – OPERATION & MAINTENANCE RESPONSIBILITIES
7EXHIBIT 3 – SETTLEMENT AGREEMENT
9 This Operation and Maintenance agreement ("Agreement") is entered into by and between the City of Los Angeles ("Los Angeles") and the City of Glendale ("Glendale"). Each individually referred to as a ("Party") and collectively as the ("Parties").
RECITALS
(A) Los Angeles is a chartered municipal corporation created pursuant to the California State Constitution with all the powers possible for a charter city under the constitution and laws of California, subject only to the limitations contained in the City of Los Angeles Charter and Administrative Code or otherwise under Applicable Law.
(B) Glendale is a chartered municipal corporation created pursuant to the California State Constitution with all the powers possible for a charter city under the constitution and laws of California, subject only to the limitations contained in the City of Glendale Charter and Administrative Code or otherwise under Applicable Law.
(C) On April 3, 2012, the Parties, the Southern California Regional Rail Authority and the Pelanconi Homeowners Association entered into a settlement agreement regarding the improvements on the West Doran Street rail crossing (the "Doran Street Grade Separation Project"), the west side of which is located in Los Angeles and the east side of which is located in Glendale as set out in Exhibit 1 (Map of Doran Street Grade Separation Project ). The settlement agreement included in Exhibit 3 (Settlement Agreement) was entered into as part of Investigation 10- 02-020 before the Public Utilities Commission of the State of California filed February 25, 2010. The Parties under the Settlement Agreement agreed to the design and construct improvements to the West Doran Street rail crossing including: (i) a temporary one- way crossing with automatic warning devices until a grade separation can be constructed or, if a grade separation is impracticable and an alternative location for a grade separation is not possible, reconsideration of a full up-grade of the crossing with two- way traffic at the West Doran Street crossing, and (ii) a smoother approach grade at the West Doran Street crossing to be implemented by Glendale and Metrolink ("Improvements").
(D) Glendale and Los Angeles share the same goals of ensuring the public right of way is maintained in a state of good repair to ensure public safety. Under the Settlement Agreement, Glendale and Los Angeles are responsible for completing the Improvements with in each respective jurisdiction.
The Parties will commence construction of the Doran Street Grade Separation Project in March 2026, which is being funded through state and federal grant programs. (E) The purpose of this Agreement is to establish each Party's responsibility for the operation and maintenance of the Improvements upon completion of construction.
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NOW THEREFORE, in consideration of the mutual covenants of the Parties as set out below, the Parties hereby agree as follows:
1. SCOPE AND DURATION
Los Angeles and Glendale agree to comply with the terms of this Agreement to satisfy each Party's obligation under the Settlement Agreement and ensure continued safe and efficient operation and maintenance of the Doran Street Grade Separation Project. This Agreement (and all of the rights and obligations under this Agreement) will come into effect on the Effective Date and continue until amended by the mutual consent of the Parties or terminated by either Party upon 180 days' prior written notice to the other Party.
2. ROLES AND RESPONSIBILITIES
Each Party agrees to comply with the roles and responsibilities for operation and maintenance of the Improvements in accordance with Exhibit 2 ( Operation and Maintenance Responsibilities ).
Each Party shall be responsible for all direct and indirect costs to operate, maintain, preserve, repair, replace and upgrade the Improvements located within each Party's jurisdiction whether or not expressly set out in Exhibit 2 (Operation and Maintenance Responsibilities).
Nothing in this Agreement is intended to affect the legal liability of either Party by imposing any standard of care with respect to the maintenance of the Improvements different from the standard of care required by law. Each Party shall be responsible for completing any operation and maintenance activities of the Improvements in accordance with Applicable Law. Neither Party nor any of its officers or employees are responsible for any damage or liability occurring by reason of any activity or work done or omitted to be done by either Party under or in connection with any work, authority, or jurisdiction delegated to the Party.
INDEMNITY
1. Pursuant to Government Code Section 895.4 and 895.6, Glendale and Los Angeles shall each assume the full liability imposed upon it, or any of its officers, agents or employees, by law for injury caused by any negligent or wrongful act or omission occurring in the performance of this Agreement.
2. Glendale and Los Angeles indemnifies and holds harmless the other Party for any loss, costs, or expenses that may be imposed upon such other Party by virtue of Government Code section 895.2, which imposes joint civil liability upon public entities solely by reason of such entities being parties to an agreement, as defined by Government Code section 895.
3. In the event of third- party loss caused by negligence, wrongful act or omission by both Parties, each Party shall bear financial responsibility in proportion to its percentage of fault as may be mutually agreed or judicially determined. The provisions of Civil Code Section 2778 regarding interpretation of indemnity agreements are hereby incorporated.
2.1 Amendments; Entire Agreement
This Agreement and any of its terms, covenants, representations, warranties, or conditions can only be amended, modified, or superseded by a written instrument duly executed by the Parties.
This Agreement contains the entire understanding of the Parties with respect to the subject matter of this Agreement, including statements, repres entations and negotiations between the Parties with respect to the subject matter.
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2.2 Governing Law and Jurisdiction
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California. Any express rights and remedies under this Agreement are in addition to all rights and remedies available to a Party under law.
2.3 Severability
If any provision of this Agreement is ruled invalid by a court having proper jurisdiction, such invalidity or unenforceability will not affect the validity or enforceability of the balance of this Agreement, which will remain in full force and effect and be construed and enforced as if this Agreement did not contain such invalid or unenforceable clause, provision, Article, Section, subsection or part.
2.4 Counterparts
This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Each party consents to the use of electronic signatures. Either party may withdraw consent to receive electronic signatures at any time.
2.5 Limitation on Third Party Beneficiaries
Except to the extent that specific provisions (such as the indemnity provisions) identify third parties and expressly state that such third parties are entitled to benefits under this Agreement, nothing contained in this Agreement is intended or will be construed as creating or conferring any rights, benefits or remedies upon, or creating any obligations of the Parties toward, any person not a party to this Agreement.
2.6 Survival
The representations, warranties, indemnities, waivers and any express obligations of the Parties following termination, set out in this Agreement shall survive the expiration or termination, for any reason, of this Agreement.
3. INTERPRETATION
In this Agreement unless otherwise expressly stated: (i) headings are for convenience only and do not affect interpretation; (ii) a reference to this Agreement or any other agreement includes all exhibits, schedules, forms, appendices, addenda, attachments, or other documents attached to or otherwise expressly incorporated in this Agreement or any such other agreement (as applicable); and (iii) a reference to a singular word includes the plural and vice versa (as the context may require). This Agreement is not to be interpreted or construed against the interests of a Party merely because that Party proposed this Agreement or some provision of it, or because that Party relies on a provision of this Agreement to protect itself.
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IN WITNESS WHEREOF, the City of Los Angeles and the City of Glendale have caused this Agreement to be executed by their duly authorised representatives.
THE CITY OF LOS ANGELES
ATTEST:
By: _____________________________
Name: Patrice Y. Lattimore, City Clerk_____
Title: Deputy City Clerk_______________
Date: _____________________________
APPROVE AS TO FORM:
Hydee Feldstein Soto
By: _____________________________
Name: Edward Jordan_________________
Title: Assistant City Attorney___________
Date: _____________________________
BUREAU OF STREET SERVICES
By: _____________________________
Name: Keith Mozee___________________
Title: Executive Director & General Manager
Date: _______________________________
BUREAU OF STREET LIGHTING
By: _____________________________
Name: Miguel Sangalang_______________
Title: Executive Director_______________
Date: ______________________________
THE CITY OF GLENDALE
By: _____________________________
Name: _____________________________
Title: _____________________________
Date: _____________________________
APPROVE AS TO FORM:
By: _____________________________
Name: _____________________________
Title: _____________________________
Date: _____________________________
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Exhibit 1 – MAP OF DORAN STREET GRADE SEPARATION PROJECT
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Exhibit 2 – OPERATION & MAINTENANCE RESPONSIBILITIES
In accordance with Section 2 (Roles and Responsibilities), each Party shall be responsible for all direct and indirect costs to operate, maintain, preserve, repair, replace and upgrade the Improvements located within each Party's jurisdiction, whether or not expressly set out in the table below.
No. Description of Operation and Maintenance Activity Party Responsible
SAN FERNANDO ROAD WEST EXTENSION BRIDGE
1. Maintenance and inspection of drainage facilities, signage, striping, and graffiti abatement.
Glendale
2. Bridge maintenance and inspection of the bridge deck and structure.
Glendale
3. Operation and maintenance of the streetlights including poles, light fixtures, and power charges on the bridge structure.
Glendale
4. Coordination with Los Angeles County Flood Control and/or the Army Corp of Engineers to perform maintenance occurring within the Verdugo Wash channel.
Glendale
5. Operation and maintenance the new traffic signal installed on the bridge.
Glendale
SAN FERNANDO ROAD WEST EXTENSION
1. Glendale maintains the roadway including pavement, retaining wall, pedestrian facilities, and driveways within in the Glendale jurisdiction.
Glendale
2. Los Angeles maintains the roadway including pavement, drainage facilities, pedestrian facilities, and driveways within the Los Angeles jurisdiction.
Los Angeles
SAN FERNANDO ROAD INTERSECTION
1. Glendale maintains the reconfigured intersection including pavement, traffic signal, signage, striping, pedestrian facilities, and driveways.
Glendale
LANDSCAPING
1. Landscaping installed within Glendale city limits will be maintained by Glendale.
Glendale
2. Landscaping installed within Los Angeles city limits will be maintained by Los Angeles.
Los Angeles
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STREETLIGHTS
1. Including poles, light fixtures, power charges and all street lighting infrastructure elements located within the jurisdiction of the City of Los Angeles shall be operated and maintained by the City of Los Angeles.
Los Angeles
2. Including poles, light fixtures, power charges and all street lighting infrastructure elements located within the jurisdiction of the City of Glendale shall be operated and maintained by the City of Glendale.
Glendale
STREET TREES
1. Trees installed within Los Angeles Los Angeles
2. Trees installed within Glendale Glendale
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Exhibit 3 – SETTLEMENT AGREEMENT
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