OPERATIONS AND MAINTENANCE

AGREEMENT

FOR THE

METRO GREEN LINE

BETWEEN

STATE OF CALIFORNIA DEPARTMENT OF TP-ANSPORTATION

AND

THE LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY

, 1995

OPERATIONS AND MAINTENANCE

AGREEMENT

FOR THE

METRO GREEN LINE

BETWEEN

STATE OF CALIFORNIA DEPARTMENT OF T~LANSPORTATION

AND

THE LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY

This Agreement, dated , 1995, is made by and betweenthe Los Angeles County Metropolitan Transportation Authority("Authority") and the Department of Transportation, State

California ("STATE").

RECITALS

A. The STATE has under construction a freeway known as theGlenn Anderson I-I05 ("Freeway"), which will traverse a routegenerally between the City of Norwalk and the City of E1 Segundo,as depicted on Exhibit A hereto. Authority has under constructiona light rail transit system ("LRT") which in part will operate the median of the Freeway, described as the Metro Green Line. Theparties have previously entered into agreements providing for theconstruction of the Metro Green Line and joint use of the Freewayright-of-way for Metro Green Line purposes.

B. The STATE and Authority, which will be the operator ofthe Metro Green Line, desire to enter into this agreement wherebycertain aspects of the operations and maintenance of the MetroGreen Line as they may interact with the Freeway and certainaspects of the operations and maintenance of the Freeway as theymay interact with Metro Green Line operations, are mutuallydefined.

C. It is the parties’ intention that the planning,operations and maintenance of their respective facilities be donein a cooperative and mutually beneficial manner such that theresponsibilities of both parties can be met without negativelyimpacting either project’s operations and without duplicative orconflicting efforts and costs.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

I. DEFINITIONS

For the purpose of this Agreement, the following terms shallhave the defined meanings set forth below:

I.I Facility is defined as real or personal property locatedwithin or in the vicinity of the route shown on Exhibit A, suchas structures, safety conveniences or devices, planting,lighting, landscaping equipment,improvements, and otherproperties under the ownership or operating jurisdiction ofAuthority or STATE, as the case may be.

1.2 Authority is defined as the Los Angeles CountyMetropolitan Transportation Authority which exists under theAuthority of section 130050.2 of the California Public UtilitiesCode and, as the context may require, its members, employees,agents, contractors and subcontractors.

1.3 LRT Guideway is defined as the Light Rail TransitGuideway that is located within the median of the Freeway andextending approximately 16.5 miles from beginning constructionstationing 37 + 83 to end construction stationing 1097 + 02 andas shown on the attached diagram Exhibit A. The LRT Guidewayincludes all tracks, substation utilities, overhead powerinstallations, fences, gates and subterranean detection systems.

1.4 Maintenance is defined as the preservation, repair, andkeeping (including graffiti removal) of each type of Facility the safe and usable condition to which it has been arranged orconstructed.

1.5 Park-N-Ride Lots are defined as parking facilities ownedby STATE located at the ten (i0) sites near Transit Stationsalong the Freeway between the Aviation Boulevard and 1-605Stations as shown on the attached Exhibit A. The Park-N-Ride lotsinclude lighting, landscaping, art enhancements, bus layoverareas, signing, striping, pavement markings and pavement. SaidLots are as follows:

¯ I-I05/I-60S Park-n-Ride¯ Lakewood Boulevard Park-n-Ride¯ Long Beach Boulevard Park-n-Ride¯ Wilmington Avenue/Imperial Highway Park-n-Ride¯ Avalon Boulevard Park-n-Ride¯ 1-105/I-ll0 Park-n-Ride¯ Vermont Avenue Park-n-Ride¯ Crenshaw Boulevard Park-n-Ride¯ Hawthorne Boulevard Park-n-Ride¯ Aviation Boulevard Park-n-Ride

1.6 Reconstruction is defined as (i) the performance maintenance to Facilities where the cost thereof is fifty percent(50%) or greater of the item’s replacement costs or (ii)

actual replacement of a Facility, whether necessitated bysubstantial damage or destruction to an item or by planned andorderly replacement under a capital improvement program of theowner of the item.

1.7 STAT~ is defined as the Department of Transportation,State of California, and as the context may require, itsofficials, employees, agents, contractors and subcontractors.

1.8 Train Control and Communication Buildinq (TCCB) isdefined as train control and communication buildings locatedalong Freeway which will house system equipment that is requiredfor operation and maintenance of the LRT. There are twelve TCCB’salong the Freeway. Eight are located within Park-n-Ride Lots withaccess through those Lots. Four are located within I-i05 corridoralong the Freeway Right-of-Way fence. Access to these sites willbe from city streets.

1.9 Traction Power Substations (TPSS) are defined astraction power substations, along the Freeway, providing electricpower to the overhead catenary system for the purpose ofoperating the LRT and systems installations that are required forLRT operations. There are 15 TPSS’s along Freeway operatingRight-of Way. Six are located within Park-n-Ride Lots, withaccess to these sites through those Lots. Nine are located withinthe I-I05 corridor along the Freeway Right-of-Way. Access tothese sites will be from city streets.

i.i0 Transit Stations are defined as passenger accessstations to Metro Green Line in the Freeway median. There are atotal of ten Transit Stations along the 16.5 miles of the Freewayshown on the attached Exhibit A and listed as follows:

Aviation Boulevard, Hawthorne Boulevard, Crenshaw Boulevard,Vermont Avenue, 1-105/IIC Harbor, Avalon Boulevard, WilmingtonBoulevard, Long Beach Boulevard, Lakewood Boulevard, and 1-605Transit Stations.

Transit Stations include but are not limited to all normalstation amenities such as, stairs, canopy, elevators, escalator,lighting, platform and structures, equipment rooms, communicationrooms, ticket vending equipment, LRT display devices, LRT transitrelated signs and graphics, detection systems, trash receptacles,art work, station entrance plazas, landscaping and telephones.

2.0 RESPONSIBILITIES

2.1 Park-N-Ride Lots(s) .

2.1.1. STATE is responsible for all routinemaintenance, including graffiti removal on walls and enclosures,signing, landscaping, lighting, pavement repair, striping, andfencing.

2.1.2. STATE is responsible for all reconstruction(exclusive of any new future construction which is beyond thescope of the original facility) of the Park-N-Ride Lots. Allsound wall enclosures around the Lots will be maintained,repaired, and reconstructed by STATE at its costs.

2.1.3 Authority is responsible for all maintenanceand any reconstruction of the bus loop on the south side of theAviation Transit Station.

2.2 Transit Stations

Authority is responsible for all maintenance and anyreconstruction of Transit Stations located within the Freewayright-of-way, including rest room facilities provided forAuthority bus operators.

2.3 LRT Guideway

2.3.1. Authority is responsible for maintenance andreconstruction of fences located on top of median barriers,except that if the need for maintenance and reconstruction workis from a cause arising from Freeway operations, Authority woulddirect the required repair work but STATE would be responsible topay for the costs thereof.

2.3.2. STATE is responsible for maintenance andreconstruction of median barriers, except that if the need formaintenance and reconstruction is from a cause arising from LRToperations, STATE would direct the repair work but Authoritywould be responsible to pay the reasonable costs thereof.

2.3.3. Each party is responsible for removal andcleanup of graffiti on its respective side of the median barrierand attached fence.

2.3.4. Authority is responsible for maintenance andreconstruction of drainage facilities located in the median ofthe Freeway between the barriers, except that Authority woulddirect, but STATE is responsible for the costs of, such workwhere the need therefor arises from a defect or failure of thedrainage facilities located outside of the Freeway median.Authority is responsible for the costs incurred by STATE for

maintenance and reconstruction of drainage facilities locatedoutside of the freeway median if such costs arise from a defector failure of the drainage facilities located inside the freewaymedian.

2.4 TCCB

Authority is the owner of and is responsible foroperation, maintenance, and reconstruction thereof. If the needfor maintenance, repair or reconstruction arises from STATEoperations the costs thereof will be the responsibility of STATE.

2.5 TPSS

Authority is the owner of and is responsible foroperation, maintenance and reconstruction thereof. If the needfor maintenance, repair or reconstruction arises from STATEoperations the reasonable costs thereof will be theresponsibility of STATE.

2.6 Joint Bridqe and Other Structures

2.6.1. STATE is responsible for inspection,maintenance, repair and reconstruction of joint bridgestructures, i.e., the entirety of those bridge structures whichinclude both LRT and Freeway Facilities. If the need formaintenance, repair or reconstruction arises from LRT operations,the reasonable costs thereof will be the responsibility ofAuthority; the STATE reserves the right to perform such work ifnecessary in public interest but Authority would be responsiblefor the reasonable costs thereof.

2.6.2. Authority is responsible for inspection,maintenance, repair and reconstruction of the followingstructures: Main Street UC, Bridge No. 53-2717; and Eastbound LRTFlyover (LRT Viaduct), Bridge No. 53-2400. The STATE reserves theright to perform such work if necessary in public interest butAuthority would be responsible for the costs thereof. If the needfor maintenance, repair or reconstruction arises from STATEoperations, the costs thereof will be the responsibility ofSTATE.

2.6.3. STATE is responsible for inspection,maintenance, repair and reconstruction of the followingpedestrian overcrossings, except that Authority is responsiblefor inspection, maintenance, and repair of lighting and fencingthereon, pavement cleaning and sweeping, and graffiti removal.This subsection pertains to: Pedestrian OC at Hawthorne Station,.Bridge No. 53 2739; Pedestrian OC at Norwalk Station, Bridge No.53-X0010. If the need for maintenance, repair or reconstructionarises from LRT operations, the costs thereof will be theresponsibility of Authority.

2.6.4. STATE is responsible for all aspects of thestructural integrity of the Station platforms at the HarborFreeway Bridge No. 53-XOO11, including inspection, maintenance,repair and reconstruction of the columns, support foundations andsteel edge platform upon which the platforms are placed, andAuthority is otherwise responsible for the maintenance and thereconstruction of the other nine station platforms. If the needfor maintenance, repair or reconstruction arises from LRToperations, the costs thereof will be the responsibility ofAuthority.

2.6.5. STATE is responsible for inspection,maintenance, repair and reconstruction of the Broadway UC, BridgeNo. $3-2715, unless the need for such work arises from LRToperations, in which case the costs thereof will be theresponsibility of Authority.

2.7 New Construction

This section covers relocation of existing Facilitiesor new construction of Facilities which, in either case,materially impacts the Facilities of the other party. Such workmay require a permit from the other party or other agencies, anda fee to cover the necessary and reasonable costs incurred toreview design of construction plans and specifications of workthat affect the other’s facilities. Conditions for the issuanceof said permit, shall include, but not be limited to, provisionsthat reasonable safety measures are undertaken duringconstruction work, and that the work be carried out in areasonable manner where feasible so as not to significantlydisrupt the operations of the other’s Facilities.

If agreement can not be reached on the appropriateconditions for the issuance of the permit, then the parties cantake such action with respect to the proposed work as isauthorized by law.

3.0 Authority ACCESS TO LRT GUIDEWAY

3.1 Authority is to have full access to the LRT Guidewayfrom and through the Freeway in the event of an emergencysituation which threatens the safe operations of the Freeway orLRT, such as derailment, breach of fence or barrier, injuriesconnected with rail car operations, or rail car breakdowns. Allother access to the LRT Guideway from and through the Freeway, asnecessary to perform Authority operations and responsibilities,will be provided by and subject to an encroachment permit processof STATE approval of which shall not be unreasonably withheld.For all emergency incidents Authority is to contact theCalifornia Highway Patrol Communications Center at telephonenumbers listed in Exhibit "C" who will in turn coordinate withSTATE to arrange for necessary lane closures.

3.2 No fee shall be required with respect to Authority’saccess to the LRT Guideway under the encroachment permit process.

3.3 Authority will be required to obtain permit for anyreconstruction, as defined in Section 1.6 and/or modification,exclusive of maintenance authorities, of Authority Facilitieswithin STATE Right of Way.

4.0 STATE ACCESS TO LRT GUIDEWAY ENVELOPE

Whenever maintenance and/or reconstruction activities, asdefined herein, performed on overcrossings by STATE necessitateencroachment by persons or equipment into the LRT GuidewayEnvelope (between the median barriers and including the airspaceextending vertically above the catenary wires up to a heightequal to the fences installed on the overcrossings) STATE shallsubmit a completed Track Allocation Request form Exhibit "B" tothe Authority Central Control Facility at least one week prior tothe scheduled work date. Authority will respond to this requestwithin the one week period and no fee will be required for trackallocation. STATE shall not perform any maintenance and/orreconstruction work within the LRT Guideway envelope untilAuthority has approved the Track Allocation request. Underemerqency situations which require immediate repairs to sectionsof an overcrossing within the LRT Guideway envelope, Authoritymay grant the STATE approval without going through the TrackAllocation process. In these situations, Authority approval canbe requested by contacting the Central Control Facility. Any workwithin the LRT Guideway envelope shall be performed by STATEforces who have completed the Authority Rail Safety Trainingclass. As required, the STATE may request the Safety Trainingclass for any new or additional employees by contacting theAuthority Operation Department at telephone number listed inExhibit "C". For all emergency incidents, STATE is to contact theAuthority Central Control Facility (CCF) at telephone numberlisted in Exhibit "C".

5.0 MISCELLANEOUS

5.1 Indemnity

5.1.1. Authority agrees to indemnify, defend andsave harmless STATE, its officers, agents and employees fromand against any and all liability, expenses (includingdefense costs and legal fees), claims, losses, suits andactions of whatever kind, for damages of any naturewhatsoever, including but not limited to, bodily injury,death, personal injury, or property damage arising from orconnected with Authority’s (or its agents’ or contractors’)performance, acts or omissions.

5.1.2. STATE agrees to indemnify, defend and saveharmless Authority, its officers, agents and employees from andagainst any and all liability, expenses (including defense costsand legal fees), claims, losses, suits and actions of whateverkind, for damages of any nature whatsoever, including but notlimited to, bodily injury, death, personal injury, or propertydamage arising from or connected with the STATE’s (or its agents’or contractors’) performance, acts or omissions.

5.2 Unless otherwise expressly stated in this Agreement, inthe event of a catastrophic event to a Facility, such as thecollapse or damage of a joint bridge structure due to earthquakeor other disaster, STATE will be responsible for thereconstruction of joint bridge structures and structuresdescribed in Sections 2.6.3, 2.6.4 and 2.6.5, concrete barriersseparating the Freeway and LRT Guideway, median drainage and LRTsubgrade. Authority will be responsible for the reconstruction ofstructures described in Section 2.6.2 and all other LRT relatedcosts including stray current protection made necessary by LRToperations and any retaining walls which, but for the LRT wouldnot be constructed in connection with freeway .

5.3 Where one party performs work hereunder which the otherwill pay for, reimbursable costs include all reasonably necessarycosts, including direct and indirect (using the then currentoverhead rates of the party performing the work), with payment tobe made within 90 days of invoicing. All work performed by or atthe direction of one party which may affect the other’s Facilityshall be done in a workmanlike manner in accordance withapplicable industry standards and subject to the other party’sreasonable acceptance. If reconstruction work by Authorityrequires access to the Freeway, said access will be provided, butsubject to the STATE encroachment permit process.

5.4 Audit and Inspection. Each party shall have reasonablerights to inspect and audit the other’s records relating to itsperformance of any work hereunder affecting the other’sFacilities until expiration of three (3) years after completionof such work.

5.5 Insurance. Any contractor performing work involving theFreeway or Metro Green Line that may impact the other’s Facilityshall obtain and maintain insurance in full force and effect inamounts, coverage and terms, and issued by insurance companies,as are reasonably acceptable to the other party. Such terms andconditions shall include naming the other party as an additionalinsured on said policies, requiring proof of such insurance, andrequiring reasonable notification to the other beforecancellation or modification thereof.

5.6 Approvals: Further Developments. Where this Agreementrequires approval, consent, permission, satisfaction, agreement

8

or authorization by either party, such approval, consent,permission, satisfaction, agreement or authorization shall not beunreasonably withheld. The parties agree to execute subject tonecessary approvals such further documents, agreements,instruments and notices as may be necessary or appropriate toeffectuate the transactions contemplated by this Agreement.

5.7 Notices

5.7.1 Any notices required or permitted to be givenunder the terms of this Agreement shall be in writing and shallbe deemed to be given as of the time of hand delivery, bycourier, Federal Express, or similar service, or ten (i0) daysafter deposit in the United States mail, postage prepaid, byregistered or certified mail, return receipt requested, or 24hours after delivery by telecopy or similar wire transmission,addressed as follows:

To STATE:

State of CaliforniaDepartment of Transportation, District 07120 South Spring StreetLos Angeles, California 90012Attn: District Director Fax: (213) 897-0360

To Authority:

Los Angeles County Metropolitan TransportationAuthority

818 West Seventh Street, Suite 300Los Angeles, California 90014Attn: Chief Executive Officer Fax: (213) 244-6016

5.7.2. The parties may also designate otherprocedures for the giving of notice as required or permittedunder the terms of this Agreement, but each ;~uch alternateprocedure shall be described in writing and ~igned by adesignated Representative of the parties, in accordance withSection 5.17.

5.8 Assiqnment: Bindinq Effect.

This Agreement is assignable only with the writtenconsent of the other party and shall bind and inure to thebenefit of the respective successors and assigns of the parties.

5.9 Waiver.

The failure of any party at any time or times torequire performance of any provision hereof shall in no manner

affect the rights at a later time to enforce the same. No waiverby any party or any condition, or of any breach of any term,covenant, representation, or warranty contained herein, in anyone or more instances, shall be deemed to be or construed as afurther or continuing waiver of any such condition or breach ofwaiver of any other condition or of any breach or any other term,covenant, representation or warranty.

5.10 Governinq Law

This Agreement shall be governed by and construed andenforced in accordance with the laws of the State of California.

5.11 Severability

In the event that any portion hereof is determined tobe illegal or unenforceable, such determination shall not affectthe validity or enforceability of the remaining provisionshereof, all of which shall remain in full force and effect.

5.12 Gender and Number

As used in this Agreement, the masculine, feminine andneuter gender, and the singular or plural number shall each bedeemed to include the other or others whenew~r the context soindicates.

5.13 Headings

The headings which appear at the commencement of eachsection are descriptive only for convenience in reference to thisAgreement. Should there be any conflict between any heading andthe section itself, the section itself and not the heading shallcontrol as to construction.

5.14 IncorDoration of Exhibits

Every exhibit to which reference is made in thisAgreement is hereby incorporated in this Agreement by suchreference.

5.15 Counterpart Oriqinals

This Agreement may be executed in any number ofcounterparts, each of which shall be deemed to be the original,and all of which together shall constitute one and the sameinstrument.

5.16 Authority to Execute Aqreement

The persons executing this Agreement warrant andacknowledge that they are empowered to do so under their

I0

respective governing instruments and by their applicableexecutive officers and boards. The CalTrans Director ofTransportation and Authority Chief Executive Officer, or theirrespective designees, are authorized to amend the Exhibits heretofrom time to time as appropriate.

5.17 Entire Aqreement: Modification

This Agreement contains the entire agreement of theparties with respect to the matters addressed herein. ThisAgreement may not be amended, modified, superseded or cancelled,nor may any of the terms, covenants, representations, warrantiesor conditions hereof be waived, except by written instrumentexecuted by the party against whom such amendment, modification,supersedure, cancellation or waiver is to be charged.

ii

IN WITNESS WHEREOF, the parties have caused this Operationsand Maintenance Agreement to be executed as of the date firstwritten above.

"STATE"

STATE OF CALIFORNIADEPARTMENT OF TRANSPORTATIONJames van Loben SelsDirector of Transportation

By.Ken SteeleDistrict Director

APPROVED AS TO FORM AND PROCEDURE:Attorney For Department ofTransportation

"Authority"

LOS ANGELES COUNTY METROPOLITANTRANSPORTATION AUTHORITYByFranklin Eo WhiteChief Executive Officer

APPROVED AS TO FORM:

De Witt W. ClintonCounty Counsel

Deputy

12

Section

42

Figure 3.

1olO5 -Rou’te Map

" INTERSTATE 105"FREEWAYTRANSFi’WAI"

EXHIBIT aA~

1 of 4

Section Fill

25 44-1

EXHIBIT

2of4

Cut See:ion Fill S-z"tion Cut Section

38

3233

46

44/41

EXHIBIT "A"

30f4

Section

PR~)JECT IDENTIFICATION MAP"

0

LEGEND

$1~11! Int archlnga(Generally consists o| l-On and 1-0|| limp)

tngrass and/or Egress to HOV Lane

HOV Dicect Connector

37-1

EXHIBIT "A"

40f4

~.JMETRO RAIL PROJECT. Los Angeles County

Track Aflocation Request

RAIl.. TRACK:

CONTt~ #’: MEETING OA’I’B~MI:"

OmcETE.,, i’~

EXHIBIT "B".

¯ For all emergency incidents Authority is to contract theCalifornia Highway Patrol Communication Center at telephonenumber:

(213) 736-3374

¯ For all Authority Safety Training Classes STATE shall callOperation Department at Telephone Number:

(310) 816-5538

¯ For all emergency incidents, STATE is to contact the AuthorityCentral Control Facility (CCF) at telephone number:

(213) 563-5015

Exhibit "C"