TRAFFIC SIGNAL PAYMENT AGREEMENT
THIS TRAFFIC SIGNAL PAYMENT AGREEMENT (the "Agreement") is made at Orange, California, on this ____ day of _________________, 2024 (the “Effective Date”) by and between the CITY OF ORANGE, a municipal corporation (herein referred to as the "City") and CHAPMAN UNIVERSITY, a California nonprofit 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. Walnut Avenue and N. Orange Street is adjacent to the Property; and
C. Chapman activities, including those associated with its academic, athletic, and residential facilities, generate a great deal of vehicular and pedestrian traffic in and around the intersection of E. Walnut Avenue and N. Orange Street; and
D. Vehicular and pedestrian traffic at the intersection of E. Walnut Avenue and N.
Orange Street is currently controlled by a 2-way stop sign; and
E. Chapman has proposed, and the City agrees , that the design, installation and construction of a pedestrian/vehicular traffic signal and related improvements at the intersection of E. Walnut Avenue and N. Orange Street would improve the vehicular and pedestrian traffic flow (herein referred to as the “Traffic Signal Improvements”) in the area; and
F. Chapman has agreed to fully reimburse the City for the “Actual Cost” (as defined below) of the design, installation and construction of the Traffic Signal Improvements as described in more detail herein; and
G. The City has estimated the cost for the design, installation and construction of the Traffic Signal Improvements to be approximately $800,000 (herein referred to as the “ Estimated Cost”).
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. Construction of the Traffic Signal Improvements . The City will perform or arrange for the performance of all work necessary to design, install and construct the Traffic Signal Improvements at the intersection of E. Walnut Avenue and N. Orange Street . To enhance traffic operations, the existing signal at the intersection of Walnut Avenue and Glassell Street may need future modifications to add left -turn lanes and protected left -turn phases for eastbound and westbound traffic. The City will solely determine the timing and need for these changes. These modifications include, but are not limited to, updating traffic signal equipment, improving signing 2 and striping, and resurfacing pavement as necessary to achieve the intended operational changes.
2. Agreement to Pay for the Traffic Signal Improvements. Chapman agrees to cover the Actual Cost of the Traffic Signal Improvements, adhering to these terms and conditions. "Actual Cost" refers to the reasonable and substantiated expenses incurred by the City, directly related to designing, installing, and const ructing the Traffic Signal Improvements. This includes, but is not limited to, costs for all labor (including City labor), materials, equipment, tools, and services used or incorporated in the work, as well as supervision, administration, overhead, and any other necessary expenses. Additionally, it covers costs related to supplemental agreements (known as "change orders"), as determined necessary and appropriate by the City. Chapman’s prior approval of change orders is not required. However, if any change order increases the Actual Cost above the Estimated Cost, Chapman will be notified in advance. Chapman also agrees to fund future traffic signal and roadway modifications at the intersection of Walnut Avenue and Glassell street, estimated to cost an additional $250,000, when the City, at its sole discretion, deems them necessary. The City and Chapman mutually agree that any additional costs related future modifications to the traffic signal at the intersection of Walnut Avenue and Glassell street are included in this Agreement and no new agreement or amendment will be needed for the performance or reimbursement of these future modifications.
3. Payment. Chapman shall pay to the City the Actual Cost of the Traffic Signal Improvements. 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 contractor(s) and/or consultant(s) for the Actual Cost of work performed on the Traffic Signal Improvements and an itemization of City staff time spent on the Traffic Signal Improvements; 2) Such information and documentation as Chapman may reasonably request documenting and substantiating the Actual Cost for the Traffic Signal Improvements.
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 Signal Improvements, pay the pertinent amounts due to the contractor(s). For purposes of this Agreement, “contractors” includes design professionals, contractors, and other related service providers.
4. Processing Final Payment Request.
a. Chapman shall pay to the City the final payment for the Traffic Signal Improvements when the following conditions have been satisfied: (a) the Traffic Signal Improvements have been inspected and found to be completed by the City Engineer in accordance with the approved plans; and (b) all reasonable inquiries and documentation has been provided to Chapman and any questions as to the appropriateness of charges have been resolved. b. Upon receipt of the request for final payment and all accompanying documentation, Chapman shall conduct a review in order to confirm in consultation with the City Engineer that 3 such request is complete, that the Traffic Signal Improvements were cons tructed in accordance with the p lans, and to verify and approve the Actual Cost of the Traffic Signal Improvements specified in the request for final payment. The City agrees to cooperate with Chapman in conducting such review and to provide Chapman with such additional information and documentation as is reasonably necessary for Chapman to conclude such review. c. Within ten (10) business days of receipt of the request for final payment, Chapman shall review the request for completeness and notify the City whether the request for final payment is complete, and, if not, what additional documentation must be provided. If the request for final payment is complete, Chapman shall provide a written approval or denial (specifying the reason for any denial) of the request within the next ten (10) business days. If the request for final payment is denied and the reason for the denial is a condition that can be remedied, the City shall promptly remedy the condition and submit to Chapman a new request and the procedures above for Chapman’s review and app roval of the request for final payment shall apply. Upon approval of the request for final payment by Chapman, Chapman shall within fifteen (15) business days of receipt of the approved request for final payment cause the same to be paid.
5. Operation, Maintenance, Repair or Future Claims related to Traffic Signal Improvements. Chapman shall not be liable at any time pursuant to this Agreement for any costs associated with the operation, maintenance and repair of the Traffic Signal Improvements or any future claims that shall arise from any party related to the design, construction, operation, maintenance or repair of the Traffic Signal. Upon completion of the Traffic Signal Improvements to be performed (or caused to be performed) by the City pursuant to the p lans, and acceptance thereof by the City, the City hereby agrees, at its own sole cost and expense, to cause the Traffic Signal Improvements to be duly and properly maintained in good order and condition and to ensure the ongoing maintenance, repair, upkeep and replacement of the Traffic Signal Improvements. In no event shall Chapman have any ongoing liabilities or obligations to the City or any other party related to or arising from the Traffic Signal other than its payment obligations herein.
6. 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 supersedes 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 deemed 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 Agreement shall be determined to be void by any court of competent jurisdiction, then such determination shall not 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.
4 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 required hereunder shall be effective upon personal delivery or upon being 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.
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] 5 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: Daniel R. Slater, Mayor
Title:
*By: ATTEST:
Printed Name:
Title:
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
Mike Vigliotta, City Attorney
*NOTE: City requires the following signature(s) on behalf of the Chapman:
-- (1) the Chairman of the Board, the President or a Vice -President, AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office, please so indicate. OR -- The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided to City. √NA
Harold W. Hewitt, Jr.
Executive Vice President & COO