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HomeMy WebLinkAboutCC Resolution 9112 (Merrydale Overcrossing)FOLLOWS: RESOLUTION NO. ql 1 A RESOLUTION AUTHORIZING THE SIGNING OF A COOPERATIVE AGREEMENT WITH CALTRANS FOR THE CONSTRUCTION OF THE MERRYDALE OVERCROSSING AND THE FREITAS INTERCHANGE NORTHBOUND ONRAMP THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES AS The Mayor and the City Clerk are hereby authorized to execute, on behalf of the City of San Rafael, a "Cooperative Agreement" with the California Department of Transportation (CalTrans) for the design and construction of the Merrydale Overcrossing and the Freitas Interchange Northbound On -Ramp. A copy of said Cooperative Agreement is hereby attached and by this reference made a part of this resolution. I, JEANNE. M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the Council of said City on Monday, the 7th day of March, 1994, by the following vote, to wit: AYES: COUNCILMEM 3ERS: Cohen, Heller, Zappetini & Mayor Boro NOES: COUNCILMEMBERS: Thayer ABSENT: COUNCILMEMBERS: None JkAME M. LEO&CINI, City Clerk 9 _71�9//IZ rr - 4-Mrn-101 13.5/13.8 Merrydale Road 4232-131981 Dist. Agmt. No. 4-1513-C Document No.Mrn-21- COOPERATIVE AGREEMENT This AGREEMENT, entered into on March 7, 1994 , is between the STATE OF CALIFORNIA, acting by and through its De- partment of Transportation, referred to herein as STATE, and CITY OF SAN RAFAEL, a body politic and a municipal corporation of the State of California, referred to herein as CITY. X01 928'7 RECITALS (1) STATE and CITY, pursuant to Streets and Highways Code Sections 114 and 130, are authorized to enter into a Cooper- ative Agreement for improvements to State highways within CITY. (2) STATE and CITY desire State highway improvements consisting of construction of a new overcrossing on Route 101 at Merrydale Road, between Las Gallinas Avenue and Civic Center Drive, and a new northbound on-ramp at the Manuel Freitas Parkway Interchange, referred to herein as "PROJECT", and desire to de- fine herein the terms and conditions under which PROJECT is to be engineered, constructed, financed, and maintained. (3) STATE and CITY have entered into an Agreement doc- umented as number Mrn-21-7979 on October 7, 1991 to have STATE DUMN.:ATE -1- ORIGINAL Dist. Agmt. No. 4-1513-C administer the construction contract. It is now determined that CITY will administer the construction contract for PROJECT. Agreement number Mrn-21-7979 will be terminated. (4) CITY is authorized to plan, design, acquire right of way, advertise, award and administer the construction contract on State Highway System to be funded from local funds through as- sessment district. (5) STATE's construction cost for the northbound on- ramp at Manuel Freitas Parkway will be 100% of the actual con- struction costs, including the cost of construction related claims and STATE's share of the construction cost for the Merrydale Overcrossing will be a maximum of $1,500,000. The re- mainder of the PROJECT costs will be borne by CITY. Estimates of such costs are shown on Exhibit A, attached and made a part of this Agreement. (6) STATE and CITY are authorized and consented to share in the engineering responsibilities of PROJECT. STATE is willing to provide plant inspection, material testing, con- struction surveying and construction staking; CITY will provide all other engineering required to complete PROJECT. (7) It is anticipated that Federal -aid funds will be allocated for financing a portion of the PROJECT costs which are eligible for Federal -aid participation and STATE and CITY will bear the remainder of the costs as set forth herein. 1WZ Dist. Agmt. No. 4-1513-C SECTION I CITY AGREES: (1) To provide all necessary preliminary engineering, including plans and specifications and utility identification and location, and all necessary construction engineering services for PROJECT and bear the entire actual expense thereof, except for STATE's costs as stipulated in Section II, Article (8) of this Agreement. (2) To have a Project Report (PR), Environmental Docu- ment (ED), and detailed Plans, Specifications and Estimate (PS&E) prepared at no cost to STATE and to submit each to STATE for re- view and approval at appropriate stages of development. Project Report, final plans and special provisions shall be signed by a Civil Engineer registered in the State of California. (3) To permit STATE to monitor and participate in the selection of personnel who will prepare the PR, conduct environ- mental studies and obtain the environmental clearance, prepare the PS&E, provide the right of way engineering services, and per- form right of way activities. CITY agrees to consider any re- quest by STATE to discontinue the services of any personnel considered by STATE to be unqualified on the basis of creden- tials, professional expertise, failure to perform in accordance with scope of work and/or other pertinent criteria. (4) If a consultant is used to prepare plans and spec- ifications and administer a construction contract for PROJECT,, to follow the Consultant Selection Procedures for Federally -funded -3- Dist. Agmt. No. 4-1513-C Highway Projects specified in Volume I, Section II of STATE's current Local Programs Manual. (5) Personnel who prepare the PS&E shall be available to STATE, at no cost to STATE, through completion of construction of PROJECT to discuss problems which may arise during con- struction and/or to make.design revisions for contract change or- ders. (6) Personnel who prepare right of way maps, documents and related materials shall be available to STATE, at no cost to STATE, during and after construction until completion and accept- ance by STATE of Record Maps and Records of Surveys. (7) To apply for necessary encroachment permits in ac- cordance with STATE's standard permit procedures for required work within State highway rights of way, including performing surveying and other investigative activities required for prepa- ration of the PR, ED and/or PS&E. (8) To identify and locate all high and low risk under- ground facilities within the PROJECT area, and to protect or oth- erwise provide for such facilities, all in accordance with STATE's "Manual on Hiah and LowRik Underground Facilities. Within Hiahwav Rights of Wav".. CITY hereby acknowledges receipt of STATE's "Manual on Hiah and Low Risk Underground Facilities Within Hiahwav Rights of Wav". (9) To identify and locate all utility facilities within the PROJECT area as part of its PROJECT design responsi- bility. All utility facilities not relocated or removed in ad- -4- Dist. Agmt. No. 4-1513-C vance of construction shall be identified on the PROJECT plans and specifications. (10) To furnish evidence to STATE, in a form acceptable to STATE, that arrangements have been made for the protection, relocation, or removal of all conflicting facilities within STATE's right of way and that such work will be completed prior to the award of the contract to construct PROJECT or as covered in the Special Provisions for said contract. This evidence shall include a reference to all required State highway encroachment permits. (11) CITY shall require the utility owner and/or its contractors performing any work within STATE's right of way to obtain a STATE encroachment permit prior to the performance of said work. (12) To perform all right of way activities, including all eminent domain activities, if necessary, at no cost to STATE, in accordance with procedures acceptable to STATE, and in compli- ance with all applicable State and Federal laws and regulations, subject to STATE oversight to insure that the completed work is acceptable for incorporation into the State highway right of way. (13) To prepare Right of Way Engineering Hard Copies, Right of Way Appraisal Maps, Record of Surveys, and Right of Way Record Maps in accordance with the State of California Right of Way Procedural Handbook Volume 2 - Right of Way Engineering, the State of California Drafting and Plans Manual, the State of California Surveys Manual Chapter 10, applicable State laws, and -5- Dist. Agmt. No. 4-1513-C other pertinent reference material and examples as provided by STATE. (14) To have all necessary Right of Way Maps and Docu- ments used to acquire right of way by the CITY, prepared by or under the direction of a person authorized to practice land sur- veying in the State of California. Each Right of Way Map and Document shall bear the appropriate professional seal, certif- icate number, expiration date of registration certification and signature of the licensed person in "Responsible Charge of Work". (15) To submit to STATE for review and acceptance all Right of Way Engineering Hard Copies and Right of Way Appraisal Maps with appurtenant back-up and reference data prior to prepa- ration of legal descriptions and acquisition documents. (16) To utilize the services of a qualified public agency as determined by the STATE Deputy District Director of Right of Way in all right of way acquisition related matters in accordance with STATE procedures as contained in Right of Way Procedural Handbook, Volume 9. Whenever personnel other than personnel of a qualified public agency are utilized, adminis- tration of the personnel contract shall be performed by a quali- fied Right of Way person employed or retained by CITY. (17) To certify legal and physical control of right of way ready for construction, and that all rights of way were ac- quired in accordance with applicable State and Federal laws and regulations subject to review and concurrence by STATE prior to the advertisement for bids for construction of PROJECT. Dist. Agmt. No. 4-1513-C (18) To deliver to STATE legal title to the right of way, free and clear of all encumbrances detrimental to STATE's present and future uses not later than the date of acceptance by STATE of maintenance and operation of the highway facility. Ac- ceptance of said title by STATE is subject to a review of a Pol- icy of Title Insurance in STATE's name to be provided and paid for by CITY. (19) To advertise, award and administer the con- struction contract for PROJECT in accordance with requirements of the Local Agency Public Construction Act and the California Labor Code, including its prevailing wage provisions. Workers employed in the performance of work contracted for by CITY, and/or per- formed under encroachment permit, are covered by provisions of the Labor Code in the same manner as are workers employed by STATE's Contractors. CITY shall obtain applicable wage rates from the State Department of Industrial Relations and shall ad- here to the applicable provisions of the State Labor Code. Vio- lations shall be reported to the State Department of Industrial Relations. The contract shall also include the Federal DBE re- quirements as contained in Title 49 of CFR, Part 23. (20) To require that the construction contractor fur- nish both a payment and performance bond in CITY's name, with both bonds complying with the requirements set forth in Section 3-1.02 of STATE's current Standard Specifications. -7- Dist. Agmt. No. 4-1513-C (21) To construct PROJECT in accordance with plans and specifications of CITY, to the satisfaction of and subject to the approval of STATE. (22) Contract administration procedures shall conform to the requirements set forth in STATE's Construction Manual, Lo- cal Programs Manual and the Encroachment Permit for construction of PROJECT. (23) Construction within the existing or ultimate STATE right of way shall comply with the requirements in STATE's Stand - and Specifications and PROJECT Special Provisions and in conform- ance with methods and practices specified in STATE's Construction Manual. (24) To furnish, subject to approval of STATE, a field site representative, who is a licensed Civil Engineer in the State of California, to perform the functions of a Resident Engi- neer. The Resident Engineer shall be a public employee in ac- cordance with Section 2-07 of the Local Programs Manual. (25) At CITY expense, to furnish qualified support staff, subject to approval of STATE, to assist the Resident Engi- neer in, but not limited to, soils and foundation tests, measure- ment and computation of quantities, checking shop drawings, preparation of estimates and reports, preparation of As -Built drawings, and other inspection and staff services necessary to assure that the construction is being performed in accordance with the plans and specifications. Said qualified support staff shall be independent of the design engineering company and con - WC Dist. Agmt. No. 4-1513-C struction contractor, except that the PROJECT designer may check the shop drawings and do soils foundation tests. (26) To pay an amount equal to the actual construction cost of the Merrydale Overcrossing, including the cost of Over - crossing construction related claims, less STATE's $1,500,000 contribution stipulated in Section II, Article (3) of this Agree- ment. CITY's share is estimated to be $3,493,000 as shown in Ex- hibit A, and in no event shall CITY's obligation for PROJECT construction costs under this Agreement, excluding costs referred to in Section III, Article, (18), exceed the amount of $3,842,300; provided that CITY may, at its sole discretion, in writing, au- thorize a greater amount. (27) To pay an amount equal to 100% of the actual right of way capital and right of way acquisition costs. (28) To account for all PROJECT costs to be paid for by STATE pursuant to this Agreement. (29) To submit an initial billing in the amount of $100,000 to STATE immediately following CITY's bid advertising date of a construction contract for PROJECT. Said initial bill- ing represents STATE share for one month estimated construction cost. (30) To prepare and submit to STATE monthly billing statements for actual expenditures for STATE's share of con- struction cost as construction of PROJECT proceeds. am Dist. Agmt. No. 4-1513-C (31) To consult with STATE on all change orders before implementation, except when necessary for the safety of motorists and/or pedestrians or for the protection of property. (32) Upon completion of PROJECT and all work incidental thereto, to furnish STATE with a detailed statement of the por- tion of construction costs to be borne by STATE, including resol- ution of any construction related claims which have been allowed to the construction contractor. CITY thereafter shall refund to STATE, promptly after completion of CITY's audit, any amount of STATE deposits required in Section II, Article (1) remaining af- ter actual costs to be borne by STATE have been deducted, or to bill STATE for any additional amount required to complete STATE's financial obligations pursuant to this Agreement, subject to the limitations of STATE's participation as stipulated in Section II, Article (1). (33) To submit a final report of expenditures to STATE within 120 days after completion and acceptance of the PROJECT construction contract by CITY. (34) Within sixty (60) days following the completion and acceptance of the PROJECT construction contract, to furnish STATE a complete set of acceptable full-sized film positive re- producible As -Built plans and all contract records, including survey documents and microfilm copy of all structure plans. (35) If CITY terminates PROJECT prior to completion of the construction contract for PROJECT, STATE may require CITY, at CITY expense, to return right of way to its original condition or OEM Dist. Agmt. No. 4-1513-C to a condition of acceptable permanent operation. If CITY fails to do so, STATE reserves the right to finish PROJECT or place PROJECT in satisfactory permanent operation condition. STATE will bill CITY for all actual expenses incurred and CITY agrees to pay said expenses within thirty (30) days or STATE, acting through the State Controller, may withhold an equal amount from future apportionments due CITY from the Highway User Tax Fund. (36) To maintain the entire traffic control signal(s) and safety lighting as installed and pay an amount equal to 100% of the total maintenance costs, including electrical energy costs, except for -the lights installed on the Manuel Freitas Parkway on-ramp which will be maintained by STATE. (37) To retain or cause to be retained for audit by STATE or other government auditors for a period of three (3) years from date of FHWA payment of final voucher, or four (4) years from date of final payment under the contract, whichever is longer, all records and accounts relating to construction of PROJECT. SECTION II STATE AGREES: (1) To deposit with CITY within twenty (20) days of receipt of billing (which billing will be forwarded immediately following CITY's bid advertising date of a construction contract for PROJECT), the amount of $100,000. Said figure represents STATE's share of the estimated initial deposit for one month es- -11- Dist. Agmt. No. 4-1513-C timated construction cost required to complete PROJECT. STATE's total obligation for said anticipated PROJECT costs, exclusive of claims and excluding costs referred to in Section III, Article (18) of this Agreement, shall not exceed the amount of $2,410,000. (2) To deposit with CITY not later than 25 working days after receipt of billing, STATE's share of the actual expendi- tures for that month, and to continue making such deposits on a monthly basis until completion of PROJECT construction. (3) STATE'S share of the construction cost (estimated to be $2,327,000) shall be an amount equal to $1,500,000 for the cost of the Merrydale Overcrossing plus the actual construction cost of the northbound on-ramp at Manuel Freitas Parkway, includ- ing the cost of ramp construction -related claims, the cost of CITY defense of any of those claims, as determined after com- pletion of work and upon final accounting of costs. (4) To pay CITY upon completion of all work and within twenty (20) days of receipt of a detailed statement made upon final accounting of costs therefor, any amount over and above the aforesaid advance deposit required to complete STATE'S financial obligation pursuant to this Agreement, provided that STATE'S total obligation does not exceed the amounts as stipulated in Ar- ticle (1) of this Section II, exclusive of utilities referred to in Section III, Article (18) of this Agreement. (5) To issue, at no cost to CITY, upon proper applica- tion by CITY, an encroachment permit to CITY authorizing entry -12- Dist. Agmt. No. 4-1513-C onto STATE's right of way to perform survey and other investi- gative activities required for preparation of the PR, ED and/or PS&E. If CITY uses consultants rather than its own staff to per- form required work, the consultants will also be required to ob- tain an encroachment permit. The permit will be issued at no cost upon proper application by the consultants. (6) To issue at no cost to CITY and CITY's contractor; upon proper application by CITY and by CITY's contractor, the necessary encroachment permits for required work within State highway right of way, as more specifically defined in Articles (4), (5), (6) and (7) of Section III of this Agreement. (7) To provide, at no cost to CITY, a qualified STATE representative who shall have authority to accept or reject work and materials or to order any actions needed for public safety or the preservation of property and to assure compliance with all provisions of the encroachment permit(s) issued to CITY and CITY's contractor. (8) To provide, at STATE expense, plant inspection, material testing, construction surveying and construction staking for PROJECT. (9) To provide any "State -furnished material" as shown on the plans for PROJECT and as provided in the Special Pro- visions for PROJECT. (10) To provide a State Project Coordinator to coordi- nate and promptly review the work of CITY and its consultant, if any, during the preparation of PS&E for PROJECT. -13- Dist. Agmt. No. 4-1513-C SECTION III IT IS MUTUALLY AGREED: (1) All obligations of STATE under the terms of this Agreement are subject to the appropriation of resources by the Legislature and the allocation of resources by the California Transportation Commission. (2) Should CITY award a contract for PROJECT prior to the allocation of resources by the California Transportation Com- mission, there is no guaranty of STATE's participation and CITY shall assume all risks thereof. (3) Should any portion of PROJECT be financed with Fed- eral funds or State gas tax funds, all applicable laws, regu- lations and policies relating to the use of such funds shall apply, notwithstanding other provisions of this Agreement. (4) Construction by CITY of improvements referred to herein which lie within STATE highway rights of way or affect STATE facilities, shall not be commenced until CITY' original contract plans involving such work and plan for utility relo- cations have been reviewed and approved by signature of STATE's District Director of Transportation, or the District Director's delegated agent, and until an encroacliment permit to CITY author- izing such work has been issued by STATE. (5) CITY shall obtain aforesaid encroachment permit through the office of State District Permit Engineer and CITY's application shall be accompanied by five (5) sets of reduced con- struction plans of aforesaid STATE approved contract plans. Re- -14- Dist. Agmt. No. 4-1513-C ceipt by CITY of the approved encroachment permit shall constitute CITY's authorization from STATE to proceed with work to be performed by CITY or CITY's representative within proposed STATE rights of way or which affects STATE facilities, pursuant to work covered by this Agreement. CITY's authorization to pro- ceed with said work shall be contingent upon CITY's compliance with all provisions set forth in this Agreement and said encroachment permit. (6) CITY's construction contractor shall also be re- quired to obtain an encroachment permit from STATE prior to com- mencing any work within STATE rights of way or which affects STATE facilities. The application by CITY's contractor for said encroachment permit shall be made through the office of State District Permit Engineer and shall include proof said contractor has payment and performance surety bonds covering construction of PROJECT. (7) CITY shall provide a right of way certification prior to the granting of said encroachment permit by STATE, to certify that legal and physical control of rights of way were ac- quired in accordance with applicable State and Federal laws and regulations. (8) CITY shall not advertise for bids to construct PROJECT until after an encroachment permit has been issued to CITY by STATE, nor shall CITY award a contract to construct PROJECT until after receipt of STATE's deposit required in Sec- tion II, Article (1) of this Agreement. -15- Dist. Agmt. No. 4-1513-C (9) CITY's construction contractor shall maintain in force, until completion and acceptance of the PROJECT con- struction contract, a policy of Contractual Liability Insurance, including coverage of Bodily Injury Liability and Property Damage Liability in accordance with Section 7-1.12 of State Standard Specifications. Such policy shall contain an additional insured endorsement naming STATE, its officers, agents and employees as additional insureds. Coverage shall be evidenced by a Certif- icate of Insurance in a form satisfactory to STATE which shall be delivered to STATE before the issuance of an encroachment permit to CITY's contractor. (10) After opening of bids for construction of PROJECT, STATE's estimate of cost will be revised based on actual bid prices. STATE's required deposit under Section II, Article (1) of this Agreement will be increased or decreased to match said revised estimate. If deposit increase or decrease is less than $1,000, no refund or demand for additional deposit will be made until final accounting. (11) After opening bids for construction of PROJECT, and if bids indicate a cost overrun of no more than 10% of the estimate will occur, CITY may award the contract. (12) If, upon opening of bids for PROJECT, it is found that a cost overrun exceeding 10% of the estimate will occur, CITY and STATE shall endeavor to agree upon an alternative course of action. If, after thirty (30) days, an alternative course of action is not agreed upon, this Agreement shall be deemed to be -16- Dist. Agmt. No. 4-1513-C terminated by mutual consent pursuant to Article (14) of this Section III. (13) Prior to award of the construction contract for PROJECT, STATE may terminate this Agreement by written notice, provided that STATE pays CITY for all PROJECT -related costs in- curred by CITY prior to termination and such costs are not to ex- ceed expenditures of $250,000. (14) If termination of this Agreement is by mutual agreement, STATE will bear 40% of all costs incurred prior to termination, with total costs not to exceed $250,000. (15) In the construction of said work, CITY will fur- nish a representative to perform the functions of a Resident En- gineer, and STATE may, at no cost to CITY, furnish a representative, if it so desires, to ensure conformance of work to STATE's standards. Said representatives of CITY and STATE will cooperate and consult, and all work pursuant to PROJECT shall be accomplished according to approved plans, specifications and applicable STATE standards. Satisfaction of these require- ments shall be verified by the STATE representative. The STATE representative is authorized to enter CITY's property during con- struction for the purpose of monitoring and coordinating con- struction activities. (16) Changes to PROJECT plans and specifications shall be implemented by contract change orders reviewed and concurred with by the STATE representative. All changes affecting public safety or public convenience, all design and specification -17- Dist. Agmt. No. 4-1513-C changes, and all major changes as defined in STATE's Construction Manual shall be approved by STATE in advance of performing the work. Unless otherwise directed by the STATE representative, changes authorized as provided herein will not require an encroachment permit rider. All changes shall be shown on the As - Built plans referred to in Section I, Article (25) of this Agree- ment. (17) CITY shall provide a claims process acceptable to STATE and shall process any and all claims through CITY's claim process. The STATE representative will be made available to CITY to provide advice and technical input in any claim process. (18) If any existing public and/or private utility fa- cilities conflict with PROJECT construction or violate STATE's encroachment policy, CITY shall make all necessary arrangements with the owners of such facilities for their protection, relo- cation or removal in accordance with STATE policy and procedure for those facilities located within the limits of work providing for the improvement to the State highway and in accordance with CITY policy for those facilities located outside of the limits of work for the State highway. Total costs of such protection, re- location or removal shall be determined in accordance with STATE policy and procedure. Any relocated or new facilities shall be correctly shown and identified on the As -Built plans referred to in Section I, Article (25) of this Agreement. (19) If any unforeseen potential hazardous waste sites are encountered during construction of PROJECT, STATE and CITY SM -170 Dist. Agmt. No. 4-1513-C shall meet and confer on a course of action. The responsibil- ities and costs for any action shall be covered by amendment to this Agreement. (20) Pursuant to the authority contained in Section 591 of the Vehicle Code, STATE has determined that within such areas as are within the limits.of PROJECT and are open to public traf- fic, CITY shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14 and 15 of the Vehicle Code. CITY shall take all necessary precautions for safe operation of CITY's vehi- cles, the construction contractor's equipment and vehicles and/or vehicles of personnel retained by CITY and for the protection of the traveling public from injury and damage from such vehicles or equipment. (21) Upon completion and acceptance of the PROJECT con- struction contract by CITY to the satisfaction of the STATE rep- resentative and subsequent to the execution of a maintenance agreement, STATE will accept control and maintain, at its own cost and expense, those portions of PROJECT lying within STATE's right of way, except local roads delegated to CITY for mainte- nance. STATE will maintain at STATE expense the entire structure below the deck surface of any CITY local road overcrossings. (22) CITY will accept control and maintain, at its own cost and expense, the portions of PROJECT lying outside STATE's right of way. Also, CITY will maintain at CITY expense, local roads within STATE's right of way delegated to CITY for mainte- nance and remaining portions of any local road overcrossing -19- Dist. Agmt. No. 4-1513-C structures, including the deck surface and above, as well as all traffic service facilities that may be required for the benefit or control of CITY local road traffic. (23) The costs referred to herein cover only "matching funds" based on the assumption Federal -aid funds will be allo- cated for financing oven 50% of the costs as shown on Exhibit A. In the event that Federal -aid participation is not secured, this Agreement may be renegotiated to "make up" for the loss of Fed- eral funds. If termination occurs, costs shall be limited to the sums set in Articles (13) or (14) of this Section III. (24) Upon completion of all work under this Agreement, ownership and title to materials, equipment and appurtenances in- stalled within STATE's right of way will automatically be vested in STATE, and materials, equipment and appurtenances installed outside of STATE's right of way will automatically be vested in CITY. No further agreement will be necessary to transfer owner- ship as hereinabove stated. (25) Nothing in the provisions of this Agreement is in- tended to create duties or obligations to or rights in third par- ties not parties to this Agreement or affect the legal liability of either party to the Agreement by imposing any standard of care with respect to the maintenance of State highways different from the standard of care imposed by law. (26) Neither STATE nor any officer or employee thereof is responsible for any damage or liability occurring by reason of anything done or omitted to be done by CITY under or in con- -20- Dist. Agmt. No. 4-1513-C nection with any work, authority or jurisdiction delegated to CITY under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, CITY shall fully de- fend, indemnify and save harmless the State of California, all officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined in Government Code Section 810.8) occurring by reason of anything done or omitted to be done by CITY under or in con- nection with any work, authority or jurisdiction delegated to CITY under this Agreement. (27) Neither CITY nor any officer or employee thereof is responsible for any damage or liability occurring by reason of anything done or omitted to be done by STATE under or in con- nection with any work, authority or jurisdiction delegated to STATE under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, STATE shall defend, indemnify and save harmless CITY from all claims, suits or actions of every name, kind and description brought for or on ac- count of injury (as defined in Government Code Section 810.8) oc- curring by reason of anything done or omitted to be done by STATE under or in connection with any work, authority or jurisdiction delegated to STATE under this. Agreement. (28) STATE and CITY, through this Agreement, mutually agree to terminate Agreement No. Mrn-21-7979, effective on the date of final approval and execution of this Agreement. -21- Dist. Agmt. No. 4-1513-C (29) Those portions of this Agreement pertaining to the construction of PROJECT shall terminate upon completion and ac- ceptance of the construction contract for PROJECT by CITY with concurrence of STATE, or on December 31, 1998, whichever is ear- lier in time; however, the ownership, operation, maintenance, li- ability, and claims clauses shall remain in effect until terminated or modified in writing, by mutual agreement. Should any construction -related claim arising out of PROJECT be asserted -22- Dist. Agmt. No. 4-1513-C against CITY, STATE agrees to extend the termination date of this Agreement and provide additional funding as•r,4quired to cover STATE's proportionate share of costs, or execute a subsequent Agreement to cover those eventualities. STATE OF CALIFORNIA Department of Transportation JAMES W. VAN LOBEN SELS Director of Transportation By , De uty i tr" t Director AP ED AS TO FORM AND PROCEDURE A!� 5,40VA rO Department of Transportation CERTIFIED AS TO FUNDS AND PROCEDURE op, C % District Account*hg Admi�ristrator -23- CITY OF SAN RAFAEL By /4tayor) 928'7 Attest:YZ7, City Clek) Approved o form: ity Attorney Approved as to content: 1 cirector of Public Works EXHIBIT A FUNDING Dist. Agmt. No. 4-1513-C 4-Mrn-101 13.5/13.8 4232-131981 STATE's CITY'S COST BREAKDOWN Share Share Estimated Construction Cost Merrydale Overcrossing $1,500,000 $3,493,000 Manuel Freitas Parkway On -Ramp 827,000 -0- Total Construction Cost $2,327,000 $3,493,000 (Capital Cost) Construction Costs by Prouortionate Percentaaes (%) Total Estimated Construction Cost = $5,820,000 STATE's Share $2,327,000/5,820,000 x 100 = 40% CITY's Share $3,493,000/5,820,000 x 100 = 60% Note: The above percentages are rounded off to the nearest percent. Actual costs are calculated from percentages of final bid items. Source of Construction Funds NHS (88.53% Federal participation) $2,060,000 (State matching) 267,000 Total State share for project $2,327,000 STPL (City's EAU funds) 553,000 ISTEA 1,112,500 City Funds from Assessment Districts 1,827,500 $5,820,000 * * The amount shown is the estimated total construction cost for Project. Engineering costs are not included. -24-