Loading...
HomeMy WebLinkAboutPW SMART Roadway ImprovementsAgenda Item No: 4. b Meeting Date: October 6, 2014 SAN RAFAEL CITY COUNCIL AGENDA REPORT Department: Public Works Prepared by: � _ ' ��'� ity Manager Approval/&� Director of Public Works File No. 18.06.52 SUBJECT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING THE PUBLIC WORKS DIRECTOR TO SIGN A FUNDING AGREEMENT WITH THE SONOMA-MARiN AREA RAIL TRANSIT DISTRICT TO PERFORM CONSTRUCTION WORK ASSOCIATED WITH VARIOUS ROADWAY INFRASTRUCTURE IMPROVEMENTS, IN AN AMOUNT NOT TO EXCEED $500,000. RECONEAENDATION: Adopt Resolution BACKGROUND: Sonoma -Marin Area Rail Transit (SMART) plans to complete construction and re- activate passenger rail operations from Santa Rosa to San Rafael by 2016. SMART has already initiated construction operations in downtown San Rafael. Public Works staff has worked closely with SMART's engineering team to review rail crossing and ancillary designs, and to address safety and operational issues. In response to SMART's schedule, the City has initiated the Regional Transportation System Enhancement (RTSE) project, which is partially funded by a One Bay Area Grant (OBAG). San Rafael's existing signal system is antiquated and incompatible with the new SMART rail system. The RTSE project will install new signal controllers, signal poles, sidewalk, curb ramps, and other related infrastructure needed to interconnect all downtown traffic signals and allow better accessibility to this area of the City. Ultimately, the City's signal system must connect directly to SMART's rail signal system. In order to make this connection, a dedicated City electrical conduit is needed along the SMART rail system. SMART is currently doing this exact type of work along the tracks and is willing to install additional conduits to allow the City to connect our traffic signal system with their rail controller. This agreement is necessary to allow SMART's contractor to perform the work on behalf of the City. This portion of RTSE project to interconnect to the SMART controller is located in SMART's right-of- way. Having the City hire a separate contractor to work in the same area as SMART's contractor is problematic at best. Other utilities such as Marin Municipal Water District (MMWD) and San Rafael Sanitation District (SRSD) have contracted with SMART to relocate their facilities in conflict with the new rail. The Department of Public Works communicates regularly with SMART's staff concerning the work occurring within the City, especially since SMART's design/build contract changes frequently. Based on these conversations, and the need for efficiency, SMART supports the concept of having their FOR CITY CLERK ONLY File No.: 4 S" Council Meeting: /C;.1"0L Disposition: QA) SAN RAFAEL CITY COUNCIL AGENDA REPORT / Pan: 2 contractor perform this additional work. Public Works staff will inspect the construction performed by SMART's contractor to assure that improvements meet current City standards. ANALYSIS: The Department of Public Works has identified several important tasks requiring SMART's assistance. Exhibit B, attached to the Funding Agreement, details the scope of work for which we recommend utilizing SMART's contractor. A summary of these items follows: • Conduit Installation — Signal interconnections are needed for the City's RTSE project and along North San Pedro and Civic Center drives. • Combination Signal/Rail Poles — Downtown crossings are very congested with utilities and signals. A combination SMART/Signal Crossing light system may be needed to provide the safest system possible. • Culvert Replacement — Existing culverts on some cross streets as noted to the City Council in the Capital Improvement Program have deteriorated and require replacement. Utilizing SMART's contractor for this work is an efficient approach since they are already working in the area. • Accessible Ramp Installation — SMART is improving accessible ramps within their right of way but is not improving ramps outside their jurisdiction that lead to their facilities. In order to provide compliant paths of travel at rail crossings, existing ramps need to be improved to meet current standards. It is economical to have SMART's contractor undertake this construction work. • Additional Work — At this time, SMART is just starting construction operations. We anticipate that other issues will need to be addressed by the City in order to allow the public to access rail facilities in 2016. FISCAL EMPACT: Staff recommends setting aside $500,000 in Gas Tax funds to reimburse SMART for their contractor's work. This project was not specifically identified in the 2014/15 Capital Improvement Program. SMART is utilizing a design/build contract to construct their facilities, which requires the City to develop and implement our improvements prior to day one operations. Executing this agreement with SMART and allowing their contractor to assist the City with installing the noted improvements will greatly improve our ability to be ready for day one operations of the rail service. These improvements are considered a high priority and staff will recommend a new project priority list at the mid -year CTP update in December 2014. OPTIONS: 1. Staff recommends that the City Council approve the resolution authorizing the Public Works Director to sign the agreement with SMART to allow their contractor to perform the needed improvements related to the RTSE project and other improvements stated in Exhibit B. 2. The City Council may choose to not authorize the Public Works Director to sign the agreement in which case the installation of the conduit for the RTSE project and other improvements may not be installed in time for SMART's day one operation in 2016 3. The City Council may also choose to authorize only a portion of the work specified in Exhibit B of the agreement. ACTION REQUTiRED: Adopt the resolution authorizing the Public Works Director to sign the agreement with SMART to perform construction work associated with the rail and traffic signal operations. Enclosures 1. Resolution 2. Agreement RESOLUTION NO. 13824 A RESOLUTION OF THE CTTY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING THE PUBLIC WORKS DIRECTOR TO SIGN A FUNDING AGREEMENT WITH THE SONOMA-MARIN AREA RAIL TRANSIT DISTRICT TO PERFORM CONSTRUCTION WORK ASSOCIATED WITH VARIOUS ROADWAY INFRASTRUCTURE IMPROVEMENTS, IN AN AMOUNT NOT TO EXCEED $150,000. WHEREAS, the Sonoma -Marin Area Rail Transit (SMART) project, currently under construction, will provide passenger rail service from Santa Rosa to San Rafael and eventually to Larkspur; and WHEREAS, infrastructure such as SMART/City signal facilities, conduits and accessibility ramps in and near the SMART right of way, as specified on Exhibit B of the Funding Agreement, are needed to provide - the safest public facilities when SMART initiates operations in 2016; and WHEREAS, the most economical means of constructing these improvements is to utilize SMART's contractor; and WHEREAS, Staff has recommended that funding is available in the Gas Tax fund to support this agreement. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of San Rafael hereby authorizes the Public Works Director to sign the Funding Agreement with SMART to construct the necessary improvements listed in Exhibit `B", in a form approved by the City Attorney; IT IS FURTHER ORDERED AND RESOLVED, that funds totaling $150,000 to support this agreement will be appropriated in the Gas Tax fund; and IT IS FURTHER ORDERED AND RESOLVED, that the Director of Public Works is hereby authorized to take any and all such actions and make changes as may be necessary to accomplish the purpose of this resolution. I, ESTHER C. BEIRNE, 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 the 6`h day of October, 2014, by the following vote, to wit: AYES: COUNCILMEMBERS: Bushey, Colin, Connolly, McCullough & Mayor Phillips NOES: COUNCILMEMBERS: None ABSENT: COUNCILIVIEMBERS: None ec:ir� G Rcu a c...c ESTHER C. BEIRNE, City Clerk File No.: 18.06.52 SO N O M A- M A R I N AREA RAIL TRANSIT Judy Arnold, Chair November 14, 2014 Marin County Board of Supervisors Mr. Kevin McGowan Barbara Pahre, Vice Chair San Rafael Public Works Department Golden Gate Bridge, PO Box 151560 Highway/Transportation District San Rafael, CA, 94915 Jim Eddie Golden Gate Bridge, SUBJECT: Contract No.: CV -DB -12-001— Contract Package 4 Highway/Transportation District Funding Agreement — Downtown San Rafael Various Roadway Infrastructure Debora Fudge Improvements Sonoma County Mayors and Councilmembers Association Dear Mr. McGowan: Eric Lucan Transportation Authority of Marin Attached to this letter is a signed copy of the Agreement — Downtown San Rafael Various Roadway Infrastructure Improvements. Jake Mackenzie Sonoma Mayors and Councilmembers Association Please let me know if you have any questions. Stephanie Moulton -Peters Sincerely, Marin Council of Mayors and Councilmembers Gary Phillips Ahmed Theiji Transportation Authority of Marin Office Engineer David Rabbitt •-- ;^ ' '� Sonoma County Board of t'L'�%1 -°--• �. Supervisors Enclosure: Carol Russell Sonoma Mayors and C: Bill Gamlen, Chief Engineer Councilmembers Association Kathrin Sears Marin County Board of Supervisors Shirlee Zane Sonoma County Board of Supervisors Farhad Mansourian General Manager 540101d Redwood Highway Suite 200 Petaluma, CA 94954 Phone: 707-794-3330 File:2.13 Fax: 707-794-3037 www.sononiamarintrain.org SMART.City of San Rafael 005 FUNDING AGREEMENT SONOMA-MARIN AREA RAIL TRANSIT Downtown San Rafael Various Roadway Infrastructure Improvements THIS FUNDING AGREEMENT ("Agreement") is entered into as of e:Z, 2014, by and between the SONOMA-MARIN AREA RAIL TRANSIT (SMART) DISTRICT, a public entity duly established under the laws of California (District), and the City of SAN RAFAEL, (City). Recitals A. The rail corridor, commonly known as the Northwestern Pacific Railroad (NWP), generally parallels Highway 101 running north -south in Sonoma and Marin Counties. The NWP corridor is owned by the District from Milepost (MP) 68.22 in Healdsburg southward to MP 11.4 in Corte Madera. B. District is obligated to operate and maintain the rail corridor in accordance with applicable California Public Utilities Commission (CPUC) and Federal Railroad Administration (FRA) laws and regulations. C. District has completed California Environmental Quality Act (CEQA) review and is proceeding with design and construction of passenger rail service along an approximately 70 - mile existing rail corridor extending from Cloverdale in Sonoma County, California, to a location near the ferry terminal in Larkspur, Marin County, California (the "SMART Rail Project"). D. The District and City intend to reconstruct various roadway infrastructure in City's jurisdiction to prepare for reconstruction of the railroad. E. The improvements list is documented in Exhibit B that is incorporated and included as part of this Agreement. F. City is committed to contributing an amount not to exceed $150,000 for the items listed in Exhibit B Agreement THE DISTRICT AND CITY HEREBY AGREE AS FOLLOWS: 1. RECITALS A. The above recitals are true and correct and are hereby incorporated in and expressly form a part of this Agreement. 2. COORDINATION A. City shall coordinate the work with District's Chief Engineer or his designee, Contact information for the parties' respective representatives is set forth below: FUNDING AGREEMENT - SONOMA NIARIN AREA RAIL TRANSrr Page I of 6 District SRSD Bill Gamlen Nader Mansourian Sonoma -Marin Area Rail Transit (SMART) 5401 Old Redwood Highway, Suite 200 Petaluma, California 94954 City of San Rafael, Public Works Department 111 Morphew Street San Rafael, CA 94915-1560 Phone: 707.794.3330 Phone: 415.485.3110 Fax: 707.794.3037 Fax: 415.485.3334 Email: b amleti@sonomamarintrain.org Email: nader.mansoudan0( cityofsanrafael oig 3. DISTRICT'S RESPONSIBILITIES District shall be responsible for the following: A. Permits: District shall obtain any permits that may be necessary from the City of San Rafael for construction of the Project. Where work will be performed on property owned by City, District shall require that contractor obtain an encroachment permit from City. B. Final Plans and Specifications: District shall prepare an estimate for the design of the items listed in Exhibit B. If City decides to have District design the proposed work, District shall proceed with the design following receipt of a letter from the City. The District shall provide City with 95 percent complete and a final set of all Project construction documents and allow 10 working days days for review. C. Contracting: District shall contract for the work through its existing Contract CV -DB -012-001 with Shimmick Construction Company or their existing contract with Stacey-Witbeck, Inc. D. Changed Circumstances: If as a result of a changed or unforeseen condition the total costs for the construction of the project will exceed the maximum amount set forth in Exhibit "B", District will request that the contractor provide a change proposal delineating the changed or unforeseen conditions and a new cost estimate of total costs necessary to complete the construction of the project, and City shall responsible for the additional cost. Any requested changes initiated by City shall be at City's sole cost and expense. 4. CITY'S RESPONSIBILITIES City agrees to perform the following: A. Payment: The District will invoice City in two installments: 1) share of the design costs at the completion of the final construction documents; and 2) the remaining balance upon completion of the construction work. City shall pay District within thirty (30) days after receipt of undisputed invoice. FUNDING AGREEMENT - SONOhIA MARIN AREA RAIL TRANSIT Page 2 of 6 B. Review of Plans and Specifications: City shall review and approve 95 percent complete and final set of Project Plans and Specifications within ten working days of submittal. If City fails to approve or provide written comments on the any set of Project Plans within the review period, City shall be deemed to have approved such Project Plans. C. Inspection: City agrees to provide staffing necessary to effectively review, inspect and approve construction of the City Work. City shall designate appropriate Staff to review, inspect and approve construction activities related to construction of the City Work. D. Schedule: City acknowledges that time- is of the essence and that completion of the City Work is necessary before SMART rail construction work is completed and rail operation begins. E. Maintenance: City shall be deemed the owner and operator of the work and shall continue to be responsible for all on-going and future maintenance and costs associated with the work. ADDITIONAL REQUIREMENTS A. Amendments to Agreement This Agreement may be amended only by the mutual written consent of both parties. B. Indemnification Each party shall indemnify, defend, protect, hold harmless, and release the other, its officers, agents, and employees, from and against any and all claims, loss, proceedings, damages, causes of action, liability, costs, or expense (including attorneys' fees and witness costs) arising from or in connection with, or caused by any act, omission, or negligence of such indemnifying party. This indemnification obligation shall not be limited in any way by any limitation of the amount or type of acts, disability benefit acts, or other employee benefit acts. C. Termination Either party may terminate this Agreement by giving 30 -days prior written notice to the other party, in the manner described in Section 5.1) of this Agreement, of its intent to terminate. Should City terminate this agreement, DISTRICT shall be entitled to receive the full payment for all design cost rendered prior to termination. Notwithstanding the foregoing, once the DISTRICT has awarded/issued a change order to the contractor to construct the City Work, City shall be committed to providing all its share of the funds for the completion of the work in accordance with this Agreement. FUNDING AGREEMENT - SONOMA \IARUN AREA RAIL TRANSrr Page 3 of 6 D. Notice Unless otherwise requested by a party, all notices, demands, requests, consents or other communications which may be or are required to be given by either party to the other shall be in writing and shall be deemed effective upon service. Notices shall be deemed to have been properly given when served on the party to whom the same is to be given by hand delivery or by deposit in the United States mail addressed to the party as follows: District: Bill Gamlen, P.E Chief Engineer Sonoma -Marin Area Rail Transit 5401 Old Redwood Highway, Suite 200 Petaluma, California 94954 SRSD: Nader Mansourian Public Works Director City of San Rafael 111 Morphew Street San Rafael, CA 94915-1560 When a notice is given by a generally recognized overnight courier service, the notice, invoice or payment shall be deemed received on the next business day. When a notice or payment is sent via United States Mail, it shall be deemed received seventy-two (72) hours after deposit in the United States Mail, registered or certified, return receipt requested, with the postage thereon fully prepaid. In all other instances, notices, and payments shall be effective upon receipt by the recipient. Changes may be made in the names and addresses of the person to whom notices are to be given by giving notice pursuant to this paragraph. E. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. F. Entire Agreement This instrument contains the entire agreement between the parties, and no statement, promise, or inducement made by either party or agents of the parties that is not contained in this written contract shall be valid or binding; and this contract may not be enlarged, modified, or altered except in writing signed by the parties. G. No Third Party beneficiary This Agreement is between the Parties and no other person or entity is an express, intended, or implied third party beneficiary hereof. FUNDING AGREEMENT - SONOAIA MARIN AREA RAIL TRANSIT Page 4 of 6 H. Waiver Unless agreed to in writing by the Parties, the waiver by a Party of any breach, violation, or default of a provision of this Agreement will not operate as a waiver of any subsequent breach, violation, or default of that or of any other provision of this Agreement. No extension of time for the performance of any obligation or act required by a Party hereunder will be deemed to be an extension of time for the performance of any other obligation or act. I. Unenforceable Provisions If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid or unenforceable, the Parties agree that such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby. If necessary to effectuate the intent of the Parties, the Parties will negotiate in good faith to amend this Agreement to replace the unenforceable language with enforceable language that reflects such intent as closely as possible. J. Counterparts This Agreement may be executed in two or more counterparts, each of which will be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by facsimile or otherwise) to the other Party. —THIS SPACE INTENTIONALLY LEFT BLANK— FUNDING AGREEMENT - SONOMA MARIN AREA RAIL TRANSIT Page 5 of 6 IN WITNESS WHEREOF, the District and City have executed this Agreement as of the date first above written. CITY OF SAN RAFAEL: By: Nader Mansourian Director of Public Works City of San Rafael CLERK By:= Esther Beirne City Clerk City of San Rafael APPROVED AS TO FORM: By: /l, 4 Robert Epstein (7 ' City Attorney City of San Rafael SONOMA MARIN AREA RAIL TRANSIT (SMART): eneraI Manager, SII�IART APPROVED AS TO FORM: ,A) I�}a{r,-� By: SMART Counsel FUNDING AGREEMENT - SONOMA MARIN AREA RAIL TRANSIT Page 6 of 6 EXHIBIT B The following is a list of proposed construction activities in which the City of San Rafael is requesting the Sonoma Marin Area Rail Transit District to execute with their contractor prior to the rail service operation: 1. Purchase and Install Signal Conduit along the rail corridor in San Rafael; a. Downtown Corridor (Mission Avenue, 5th Avenue, 4`h Street, 3'd Street, Tamalpais Avenue, and areas) [Estimated Cost = $70,000] b. Civic Center Drive (Connection to Merrydale signal system) [Estimated Cost = $20,000] c. North San Pedro/Los Ranchitos (Connection to Merrydale interconnect system) [Estimated Cost = $10,0001 4nsta4atien Of EOffVl9inaUGn signal pe -les aad deviEes-at-dewRtswnEres�sings[E-AmatedCost 40,OA9] 3. Replace Damaged Drainage Culverts adjacent to the SMART rail on various City Streets that are within or adjacent to the limits of the construction work for SMART's contractor. [Estimated Cost = $50,0001 4. COAStFUEOGA of Aer=essibility Ramps adjacent to SMART i en*ete the pati of t-ravel-#er-the general-puhlic-in the downtewn-area. (Estimated 6enstrU GA Cost—$1oA,AAA} S.Any additional Items that aresecessaFy to ensWe safety of the general -public -and -Reed to be aEEGFOP'ished PFiGF tO SMART epeFaUen. jE3timaced Gest - t5"001 The above list may be amended upon approval of both parties. CITY OF SAN RAFAEL ROUTING SLIP 1 APPROVAL FORM INSTRUCTIONS: USE THIS FORM WITH EACH SUBMITTAL OF A CONTRACT, AGREEMENT, ORDINANCE OR RESOLUTION BEFORE APPROVAL BY COUNCIL 1 AGENCY. SRRA I SRCC AGENDA ITEM NO. , DATE OF MEETING: 1016114 FROM: Nader Mansourian DEPARTMENT: Public Works DATE: 9122114 TITLE OF DOCUMENT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING THE PUBLIC WORKS DIRECTOR TO SIGN A FUNDING AGREEMENT WITH THE SONOMA-MARIN AREA RAIL TRANSIT DISTRICT TO PERFORM CONSTRUCTION WORK ASSOCIATED WITH VARIOUS ROADWAY INFRASTRUCTURE IMPROVEMENTS, IN AN AMOUNT NOT TO EXCEED $500,000. Department Head (signature) (LOWER HALF OF FORM FOR APPROVALS ONLY) APPROVED AS COUNCIL 1 AGENCY AGENDA ITEM: '-) I A 4 k W LIX�, Ci Manager ( gnature) NOT APPROVED REMARKS: APPROVED AS TO FORM: Q City Attorney (signature) File No.:18.06.52 Q � u\ . Q� FUNDING AGREEMENT SONOMA-MARIN AREA RAIL TRANSIT Downtown San Rafael Various Roadway Infrastructure Improvements THIS FUNDING AGREEMENT ("Agreement") is entered into as of , 2014, by and between the SONOMA-MARIN AREA RAIL TRANSIT (SMART) DISTRICT, a public entity duly established under the laws of California (District), and the City of SAN RAFAEL, (City). Recitals A. The rail corridor, commonly known as the Northwestern Pacific Railroad (NWP), generally parallels Highway 101 running north -south in Sonoma and Marin Counties. The NWP corridor is owned by the District from Milepost (MP) 68.22 in Healdsburg southward to MP 11.4 in Corte Madera. B. District is obligated to operate and maintain the rail corridor in accordance with applicable California Public Utilities Commission (CPUC) and Federal Railroad Administration (FRA) laws and regulations. C. District has completed California Environmental Quality Act (CEQA) review and is proceeding with design and construction of passenger rail service along an approximately 70 - mile existing rail corridor extending from Cloverdale in Sonoma County, California, to a location near the ferry terminal in Larkspur, Marin County, California (the "SMART Rail Project"). D. The District and City intend to reconstruct various roadway infrastructure in City's jurisdiction to prepare for reconstruction of the railroad. E. The improvements list is documented in Exhibit B that is incorporated and included as part of this Agreement. F. City is committed to contributing an amount not to exceed $500,000 for the items listed in Exhibit B Aareement THE DISTRICT AND CITY HEREBY AGREE AS FOLLOWS: 1. RECITALS A. The above recitals are true and correct and are hereby incorporated in and expressly form a part of this Agreement. 2. COORDINATION A. City shall coordinate the work with District's Chief Engineer or his designee, Contact information for the parties' respective representatives is set forth below: nINDiNG AGREEMENT - SONOMA MARIN AREA RAIL TRANSrr Page 1 of 6 District SRSD Bill Gamlen Nader Mansourian Sonoma-Marin Area Rail Transit City of San Rafael, Public Works Department (SMART) 111 Morphew Street 5401 Old Redwood Highway, San Rafael, CA 94915-1560 Suite 200 Petaluma, California 94954 Phone: 707.794.3330 Phone: 415.485.3110 Fax: 707.794.3037 Fax: 415.485.3334 Email: Email: nader.mansourianiicityofsanrafael.or-g bciamlen0sonornamarintrain.ong 3. DISTRICT'S RESPONSIBILITIES District shall be responsible for the following: A. Permits: District shall obtain any permits that may be necessary from the City of San Rafael for construction of the Project. Where work will be performed on property owned by City, District shall require that contractor obtain an encroachment permit from City. B. Final Plans and Specifications: District shall prepare an estimate for the design of the items listed in Exhibit B. If City decides to have District design the proposed work, District shall proceed with the design following receipt of a letter from the City. The District shall provide City with 95 percent complete and a final set of all Project construction documents and allow 10 working days days for review. C. Contracting: District shall contract for the work through its existing Contract CV -DB -012-001 with Shimmick Construction Company or their existing contract with Stacey-Witbeck, Inc. D. Changed Circumstances: If as a result of a changed or unforeseen condition the total costs for the construction of the project will exceed the maximum amount set forth in Exhibit "B", District will request that the contractor provide a change proposal delineating the changed or unforeseen conditions and a new cost estimate of total costs necessary to complete the construction of the project, and City shall responsible for the additional cost. Any requested changes initiated by City shall be at City's sole cost and expense. 4. CITY'S RESPONSIBILITIES City agrees to perform the following: A. Pa meat: The District will invoice City in two installments: 1) share of the design costs at the completion of the final construction documents; and 2) the remaining balance upon completion of the construction work. City shall pay District within thirty (30) days after receipt of undisputed invoice. FUNDING AGREEMEW - SONOMA MARIN AREA RAIL TRANSrr Page 2 of 6 B. Review of Plans and Specifications: City shall review and approve 95 percent complete and final set of Project Plans and Specifications within ten working days of submittal. If City fails to approve or provide written comments on the any set of Project Plans within the review period, City shall be deemed to have approved such Project Plans. C. Inspection: City agrees to provide staffing necessary to effectively review, inspect and approve construction of the City Work. City shall designate appropriate Staff to review, inspect and approve construction activities related to construction of the City Work. D. Schedule: City acknowledges that time is of the essence and that completion of the City Work is necessary before SMART rail construction work is completed and rail operation begins. E. Maintenance: City shall be deemed the owner and operator of the work and shall continue to be responsible for all on-going and future maintenance and costs associated with the work. 5. ADDITIONAL REQUIREMENTS A. Amendments to Agreement This Agreement may be amended only by the mutual written consent of both parties. B. Indemnification Each party shall indemnify, defend, protect, hold harmless, and release the other, its officers, agents, and employees, from and against any and all claims, loss, proceedings, damages, causes of action, liability, costs, or expense (including attomeys' fees and witness costs) arising from or in connection with, or caused by any act, omission, or negligence of such indemnifying party. This indemnification obligation shall not be limited in any way by any limitation of the amount or type of acts, disability benefit acts, or other employee benefit acts. C. Termination Either party may terminate this Agreement by giving 30 -days prior written notice to the other party, in the manner described in Section 5.D of this Agreement, of its intent to terminate. Should City terminate this agreement, DISTRICT shall be entitled to receive the full payment for all design cost rendered prior to termination. Notwithstanding the foregoing, once the DISTRICT has awardedrssued a change order to the contractor to construct the City Work, City shall be committed to providing all its share of the funds for the completion of the work in accordance with this Agreement. FUNDING AGREEMENT - SONOMA MAM AREA RAIL TRANSrr Page 3 of 6 D. Notice Unless otherwise requested by a party, all notices, demands, requests, consents or other communications which may be or are required to be given by either party to the other shall be in writing and shall be deemed effective upon service. Notices shall be deemed to have been properly given when served on the party to whom the same is to be given by hand delivery or by deposit in the United States mail addressed to the party as follows: District: Bill Gamlen, P.E Chief Engineer Sonoma -Marin Area Rail Transit 5401 Old Redwood Highway, Suite 200 Petaluma, California 94954 SRSD: Nader Mansourian Public Works Director City of San Rafael 111 Morphew Street San Rafael, CA 94915-1560 When a notice is given by a generally recognized overnight courtier service, the notice, invoice or payment shall be deemed received on the next business day. When a notice or payment is sent via United States Mail, it shall be deemed received seventy-two (72) hours after deposit in the United States Mail, registered or certified, return receipt requested, with the postage thereon fully prepaid. In all other instances, notices, and payments shall be effective upon receipt by the recipient. Changes may be made in the names and addresses of the person to whom notices are to be given by giving notice pursuant to this paragraph. E. Govemina Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. F. Entire Agreement This instrument contains the entire agreement between the parties, and no statement, promise, or inducement made by either party or agents of the parties that is not contained in this written contract shall be valid or binding; and this contract may not be enlarged, modified, or altered except in writing signed by the parties. G. No Third Party beneficiary This Agreement is between the Parties and no other person or entity is an express, intended, or implied third party beneficiary hereof. MNIDING AGREEMENT - SONOMA MARIN AREA RAIL TRANSrr Page 4 of 6 H. Waiver Unless agreed to in writing by the Parties, the waiver by a Party of any breach, violation, or default of a provision of this Agreement will not operate as a waiver of any subsequent breach, violation, or default of that or of any other provision of this Agreement. No extension of time for the performance of any obligation or act required by a Party hereunder will be deemed to be an extension of time for the performance of any other obligation or act. I. Unenforceable Provisions If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid or unenforceable, the Parties agree that such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby. If necessary to effectuate the intent of the Parties, the Parties will negotiate in good faith to amend this Agreement to replace the unenforceable language with enforceable language that reflects such intent as closely as possible. J. Countemarts This Agreement may be executed in two or more counterparts, each of which will be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by facsimile or otherwise) to the other Party. —THIS SPACE INTENTIONALLY LEFT BLANK— FUNDING AGREEMENT - SONOMA MARIN AREA RAIL TRANSIT Page 5 of 6 IN WITNESS WHEREOF, the District and City have executed this Agreement as of the date first above written. CITY OF SAN RAFAEL: By: Nader Mansourian Director of Public Works City of San Rafael APPROVED AS TO FORM: By: Robert Epstein City Attorney City of San Rafael SONOMA MARIN AREA RAIL TRANSIT (SMART): By: General Manager, SMART APPROVED AS TO FORM: By: SMART Counsel FUNDING AGREEMENT - SONOMA MARW AREA RAIL TRANSIT Page 6 of 6 EXHIBIT B The following is a list of proposed construction activities in which the City of San Rafael Is requesting the Sonoma Marin Area Rail Transit District to execute with their contractor prior to the rail service operation: 1. Purchase and Install Signal Conduit along the rail corridor in San Rafael; a. Downtown Corridor (Mission Avenue, 5th Avenue, 0 Street, 3rd Street, Tamalpais Avenue, and areas) [Estimated Cost= $70,000] b. Civic Center Drive (Connection to Merrydale signal system) [Estimated Cost = $20,0001 c. North San Pedro/Los Ranchitos (Connection to Merrydale interconnect system) [Estimated Cost = $10,0001 2. Installation of combination signal poles and devices at downtown crossings[ Estimated Cost = $140,000] 3. Replace Damaged Drainage Culverts adjacent to the SMART rail on various City Streets that are within or adjacent to the limits of the construction work for SMART's contractor. [Estimated Cost = $50,000] 4. Construction of Accessibility Ramps adjacent to SMART right of way to complete the path of travel for the general public in the downtown area. [Estimated Construction Cost = $160,000] 5. Any additional items that are necessary to ensure safety of the general public and need to be accomplished prior to SMART operation. [Estimated Cost = $50,000] The above list may be amended upon approval of both parties.