TRAFFIC STUDY REIMBURSEMENT AGREEMENT
THIS TRAFFIC S TUDY REIMBURSEMENT AGREEMENT (the "Agreement") is made at Orange, California, on this ____ day of ___________ ___, 2023 (the “Effective Date”) by and between the CITY OF ORANGE, a municipal corporation (herein re ferred to as the "City") and CHAPMAN UNIVERSITY, a California non profit corporation (“Chapman”), with reference to the following:
A. Chapman is the owner of certain real property and improvements thereon located in the City of Orange, which comprise a portion of Chapman’s campus (herein referred to as the “Property”); and
B. The intersection of E. Wa lnut Avenue and N. Orange Street is adjacent to the Property; and
C. The south “leg” of said intersection is a driveway that provides sole access to Chapman’s Anderson Parking Structure, the primary parking facility serving commuter students and athletic events; and
D. Vehicular traffic at the intersect ion of E. Walnut Avenue and N. Orange Street is currently controlled by a 2-way -stop, with traffic on N. Orange Street stopping for traffic on E.
Walnut Avenue; and
E. Chapman desires that the intersection of E. Walnut Avenue and N. Orange Street be controlled with a traffic signal; and
F. The City has identified a need for a focused traffic study to be condu cted to determine the operational feasibility of such a traffic signal; and
G. Chapman has agreed to fully reim burse the City for the “Actual Cost” of the traffic study to be performed by AGA Engineers Inc. (“Consultant”)(“Traffic Study”), as further described in the Scope of Work, Tasks 1-3, contained in Consultant’s Proposal dated October 24, 2023, attached and incorporated herein as Attachment “A” (“Consultant’s Pro posal”), in an amount not to exceed nine thousand nine-hundred and sixty-five dollars ($9,965).
NOW, THEREFORE , for and in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Performance of Traffic Study. The City will utilize the professional services of Consultant and shall be the sole provide r of direction and oversight . Upon request and if available, Chapman sh all provide the City with any related traffic and parking data in it s possession. The City does not guarantee that the Traffic Study will support the installation of a traffic signal. Any findings and recommendations will be based on engineering analysis and judgement.
2 2. Agreement to Pay for the Traffic Study. Chapman hereby agrees to pay for the Actual Cost of the Traffic Study subject to the following terms and conditions. “Actual Cost” means the reasonable and substantiated costs incurred by the City and directly related to the Traffic Study, based on invoicing, for Tasks 1-3 described in Attachment “A” in an amount not to exceed nine thousand nine-hundred and sixty-five dollars ($9,965).
3. Payment. Chapman shall pay to the City the Actual Cost of the Traffic Study.
Payment shall be made no later than thirty (30) days after receiving an invoice from the City containing:
1) A copy of the invoice from the Consultant for the Actual Cost of work performed on the Traffic Study.
2) Such information and documentation as Chapman may reasonably request documenting and substantiating the Actual Cost for the Traffic Study.
Invoices shall be sent to Chapman as Actual Costs accrue. The parties hereto acknowledge and the City hereby agrees that the City will, upon receipt of payment from Chapman of the Actual Cost for the Traffic Study, pay the pertinen t amounts due to the Consultant.
4. Indemnification. Chapman agrees to indemnify, defend and hold harmless City, its officers, agents, employees, representatives, and volunteers for damage to property and for injury to or death of any pe rson and from all claims, demands, actions, purported liability, or consequential damages of any kind or nature arising out of or in con nection with Chapman’s performance under the terms of this Agreement or exercising any rights granted herein, except those claims, demands, purported liability or consequential damages which arise out of the misconduct or negligence of City.
5. Miscellaneous.
a. Successors and Assigns. This Agreement shall be binding upon the parties hereto, their heirs, successors, and assigns.
b. Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supers edes any and all prior oral or written agreements with respect to the subject matter hereof.
c. Waiver. No waiver of any breach of or default under any term or provision hereof shall be deemed a waiver of any other breach or default and no delay or forbearance by the parties in enforcing their rights hereunder shall be de emed a waiver unless embodied in a writing signed by an authorized officer of the party or parties to be bound thereby.
d. Severability. It is agreed that if any provision of this Agr eement shall be determined to be void by any court of competent jurisd iction, then such determination shall not 3 affect any other provision of this Agreement and any and all other such provisions shall remain in full force and effect and it is the intention of the parties hereto that all provisions of this Agreement shall be construed in favor of their validity.
e. Time of Essence . Time is of the essence with respect to each and every provision of this Agreement.
f. Notices. All notices permitted or re quired hereunder shall be effective upon personal delivery or upon bei ng sent by registered or certified mail, postage fully prepaid, addressed to the respective parties as follows:
To Chapman: Chapman University
1 University Drive
Orange, California 92866
Attn: Harold W. Hewitt, Jr.
EVP & Chief Operating Officer
To City: City of Orange
300 East Chapman Avenue
Orange, California 92866
Attn: City Manager
With a Copy to: Office of the City Attorney
300 East Chapman Avenue
Orange, California 92866
or to such other address as any party may from time to time designate in writing in the manner as provided herein.
[Remainder of page intentionally left blank; signatures on next page] 4 IN WITNESS of this Agreement, the parties have entered into this Agreement as of the year and day first above written.
“CHAPMAN” “CITY”
CHAPMAN UNIVERSITY, CITY OF ORANGE, a municipal corporation a California nonprofit corporation
*By: By:
Printed Name: Harold W. Hewitt, Jr. Thomas C. Kisela, City Manager Title: EVP & Chief Operating Officer
APPROVED AS TO FORM:
Melissa M. Crosthwaite
Senior Assistant City Attorney
√