HomeMy WebLinkAboutReso 10-2017 (16-968) ��K SAN City of South San Francisco
4 P.O. Box 711 (City Hall,
o 400 Grand Avenue)
South San Francisco, CA
ar- O
City Council
4L/F00 Resolution: RES 10-2017
File Number: 16-968 Enactment Number: RES 10-2017
RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE
THE FIRST AMENDMENT TO THE COOPERATIVE AGREEMENT
FOR THE SOUTH SAN FRANCISCO CALTRAIN STATION WITH
THE PENINSULA CORRIDOR JOINT POWERS BOARD IN AN
AMOUNT NOT TO EXCEED $1,300,000 FOR ADDITIONAL
PROJECT ENGINEERING,DESIGN,AND CONSTRUCTIONS COSTS
ASSOCIATED WITH CITY REQUESTED DESIGN CHANGES AND
AN EXTENSION OF THE TERM OF THE COOPERATIVE
AGREEMENT THROUGH DECEMBER 31, 2019.
WHEREAS, on December 9, 2015, The Peninsula Corridor Joint Powers Board ("PCJPB") and The City
of South San Francisco ("City") entered into the Cooperative Agreement for the South San Francisco
Caltrain Station ("Agreement") attached as Exhibit A, pursuant to which City contracted with PCJPB to
perform or contract for the performance of all design, project management, construction management,
construction engineering and reconstruction related to the South San Francisco Caltrain Station
("Project"); and
WHEREAS,pursuant to the Agreement,City agreed to pay PCJPB a sum not to exceed Five Million Nine
Hundred Thousand Dollars ($5,900,000) for Project reconstruction, including all planning, design,
construction/project management, inspection and administration necessary provided in the Agreement;
and
WHEREAS, the City, as intended, identified important design changes (Design Changes) to the original
2008 Project design to optimize the safety and pedestrian experience of the Project; and
WHEREAS, these Design Changes are currently being incorporated into the Project at the direction of
PCJPB in coordination with the City and SWA; and
WHEREAS, these Design Changes would increase the overall costs of the Project and City contribution
by up to One Million Three Hundred Thousand Dollars ($1,300,000), related to additional Project
engineering, design, and construction; and
WHEREAS, due to the need to accommodate the updated construction schedule, it is also recommended
that the Agreement is modified to extend the term of the Agreement an additional eighteen months from
June 30, 2018 to December 31, 2019.
City of South San Francisco Page 1
File Number: 16-968 Enactment Number: RES 10-2017
NOW,THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the
City Council hereby approves this First Amendment to the Agreement with PCJPB in an amount not to
exceed $1,300,000 to pay for the additional costs related to the Design Changes and extension of the
Agreement through December 31, 2019(Exhibit B).
BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco authorizes the
Finance Department to establish the project budget consistent with the information contained in the staff
report.
BE IT FURTHER RESOLVED that the City Council hereby authorizes the City Manager to execute this
First Amendment of the Agreement on behalf of the City with minor modifications, as deemed necessary,
and subject to approval as to form by the City Attorney.
At a meeting of the City Council on 1/25/2017, a motion was made by Karyl Matsumoto, seconded by
Richard Garbarino, that this Resolution be adopted.The motion passed.
Yes: 5 Vice Mayor Normandy, Councilmember Garbarino, Councilmember
Matsumoto, Mayor Gupta, and Councilmember Addiego
Attest by ��i�� 4 'J 4
Margarl Roberts
City of South San Francisco Page 2
COOPERATIVE AGREEMENT
STATION
This Cooperative Agr °eernent,fbi* the South San Franc=isco Caltrain station ( "Agreement ") is
entered into on December 9, 2015 between the Peninsula Corridor Joint Powers Board ( "PCJPB ")
and the City of South San Francisco ( "SSF"), each of which is referred to herein individually as "Party"
and jointly as "Parties,
RECITALS
WHEREAS, the PCJPB is a public agency existing under the laws of the State of California and
operates commuter rail passenger service ( "Caltrain ") between San Francisco and Gilroy California, and
owns, operates and provides rail service to a station in South San Francisco
( "South San Francisco Caltrain Station" or "Station "); and
WHEREAS, SSF is a municipal corporation in the State of California; and
WHEREAS, the Parties desire the PCJPB to reconstruct the South San Francisco Caltrain
Station ( "Project "); and
WHEREAS, the Project will entail design, project management, construction management,
construction engineering and reconstruction of the Station; and
WHEREAS, the PCJPB agrees to perform or contract for the performance of all services, and
provide all materials required, for completion of the Project; and
WHEREAS, PCJPB will own and maintain all Station improvements and other facilities
constructed as part of the Project; and
WHEREAS, to facilitate the completion of the Project, SSF agrees to provide partial funding for
the Project; and
WHEREAS, pursuant to its Downtown Plan and in concert with the Project, SSF intends to
build a vibrant and diverse downtown surrounding; the Station that includes pedestrian and bicycle
improveruents, high - density development, and mixed land uses ( "Downtown Plan Work''); and
WHEREAS, can October 1, 20,15n the PCJPB's Board of Directors, by Resolution 2015-56,
approved this Agreement; and
WHEREAS, on November 18, 2015, the SSF City Council, by Resolution 140- 2016; approved
this Agreement.
NOW THEREFORE, in consideration of the mutual benefits and obligations herein, the PCJPB
and SSF agree as follows:
a. Description. The Project shall consist of the design, project management, construction
management, and construction of Station infi-astructure that meets current Caltrain
standards, including the construction of a new center platform and bike /pedestrian
underpass to eliminate the "Hold -Out- Rule."
b. Scone of Work. The Project shall reconstruct Caltrain infrastructure at the Station
including: an extension and reconfiguration of Station platforms and facilities
approximately 700 feet to the south; construction of a new center platform; a new
pedestrian and bicycle undercrossing between the east and west sides of the Station; new
shuttle pick -up area on the east side of the Station; signalized at -grade pedestrian
crossing at the north end of the Station; and a new pedestrian and bicycle tunnel entry
plaza on the west side of the Station. The PCJPB shall provide all planning, design,
construction, project management, construction management, inspection and
administration necessary to complete the Project. Other elements of the Downtown Plan
Work that are not on the Station property are not part of the Project or Project Scope of
Work.
e. Project Schedule. The Project is anticipated to be completed by June 20, 2018,
Consistent with the projected completion date, a Project schedule will be prepared and
approved solely by the PCJPB. PCJPB will use its best efforts to conform to the
schedule, work cooperatively with SSF throughout the Project and inform SSF of
Project - related scheduling and any project related delays.
d, Status Reports.. The PCJPB shall keep SSF staff aware of the progress of the Project
through quarterly w r i t t e n status reports.
e. Proiect Completion Deliverables /Final Acceptance. PCJPB shall provide SSF with a
copy of the notice of completion of the Project. Prior to the completion date, the PCJPB
shall notify SSF of the final acceptance inspection.
a. Project Cost and Funding.
i. The total cost of the Project is $59m, of which $4m had previously been
expended to complete environmental and anal design for the Project. The
funding needed to complete the Project is $55m, which is made up of $5.9m from
SSF, or 10% of the total project cost, and $49.1m ofSMCTA Measure A funds.
ii. Should the total project cost exceed $59,100,000 and both parties agree they are
reasonable cost increases, the two parties shall negotiate as to how to fund the
cost increase, or reduce the scope of the project in order to bring the cost back to
$59,100,000, or below.
b, SSF Contribution to Project.
IN
i. SSF shall reimburse the PCJPB up ten percent (1.0 %) of the total. Project costs,
and in an amount not to exceed $5,900,000, in the manner described below.
ii. In the event the Project receives additional funds above and beyond the $5.9m of
SSF and $49.1m of SMCTA funds after the execution of this agreement, SSF's
and SMCTA's combined contribution would be reduced by the amount of grant
funds secured, 10% for SSF and 90% for SMCTA.
SSF agrees to pay the PCJPB, on a quarterly basis, ten percent (10 %) of the
Project costs incurred the prior quarter until the total payments reach SSF's
maximum obligation ($5,900,000 or a reduced amount calculated as set forth in
paragraph (ii), above) or ten percent (10 %) of the total Project cost, whichever is
less. In each month following the end of a fiscal quarter, the PCJPB shall provide
SSF a billing statement showing actual Project costs incurred and paid for by
PCJPB, other grant funds used for the Project, and SSF payments to date. PCJPB
will enclose appropriate supporting documentation with the billing statement to
substantiate actual Project costs. SSF shall review the billing statement and remit .
the amount due within no more than thirty (30) calendar days of receipt of the
billing statement. To the extent SSF's payments over the term of this Agreement
are less than SSF's maximum obligation or ten percent (10 %) of the total Project
cost, the PCJPB's final billing statement shall reflect, and SSF shall pay, the
amount necessary such that the total of SSF's payments equal the lesser of SST's
maximum obligation or ten percent (10 %) of the total Project cost.
3. INDEMNIFICATION.
a. The PCJPB shall indemnify, keep and save harmless SSF and its councilm embers,
officers, agents and employees (collectively, "Indemnitees ") against any and all suits,
claims or actions arising out of any act or omission by the PCJPB, its agents, employees,
contractors or subcontractors in connection with of the following:
i. Any injury to persons or property that may occur, or that may be alleged to have
occurred, arising from the performance of the Project or implementation of this
Agreement, or
ii. Any allegation that materials or services developed, provided or used for the Project
infringe or violate any copyright, trademark, patent, trade secret, or any other
intellectual - property or proprietary right of any third party.
b. SSF shall indemnify, keep and save harmless the PCJPB, as well as the San Mateo
County Transit District, the Santa. Clara Valley Transportation Authority, the City and
County of San Francisco, TransitAmerica Services, Inc. or any successor Operator of the
Service, and the Union Pacific Railroad Company and each of their and its directors,
officers, agents and employees (collectively, "Indemnitees ") against any and all suits,
claims or actions arising out of any act or omission by SSF, its agents, employees,
contractors or subcontractors in connection with of the following;
9
i. Any injury to persons or property that may occur, or that may be alleged to have
occurred, arising from the performance of the Project, the Downtown Plan Work
or implementation of this Agreement; or
ii. Any allegation that materials or services developed, provided or used for the Project
or the Downtown flan Work infringe or violate any copyright, trademark, patent,
trade secret, or any other intellectual- property or proprietary right of any third party.
C, In case of any and all suits, claims or actions arising out of any act or omission by an
indemnifying Party or its agents, employees, contractors or subcontractors, each
indemnifying Party further agrees to defend any and all such actions, suits or claims and
pay all charges of attorneys and all other costs and expenses of defenses of the other
Parties and other Indemnitees as they are incurred. If any judgment is rendered, or
settlement reached, against any Indemnitees in any such action, the indemnifying Party
will, at its expense, satisfy and discharge the same.
d. This indemnification shall survive termination or expiration of this Agreement.
4. TERM.
a. This Agreement shall commence on December 9, 2015and will terminate upon the June
30, 2018.
i! Il if 1 "0 _9 Oki K903 161
a. The PCJPl3 and SSF shall maintain, and shall require their contractors to maintain, in
accordance with generally accepted accounting principles and practices, complete
books, accounts, records and data pertaining to services performed under this
Agreement, including the costs of contrast administration. Such documentation shall be
supported by properly executed payrolls, invoices, contracts and vouchers evidencing in
detail the nature and propriety of any charges and sufficient to allow a proper audit of
services. All checks, payrolls, invoices, contracts and other accounting documents
pertaining in whole or in part to the services shall be clearly identified and readily
accessible.
b. For the duration of the Agreement, and for a period of three years after final payment,
SF, and its representatives shall have access during normal business hours to any
books, accounts, records, data and other relevant documents that are pertinent to this
Agreement for audits, examinations, excerpts, and transactions and copies thereof shall .
be furnished upon request.
6. NOTICES.
a. All notices required or permitted under this Agreement shall be given by first class mail
to the Parties designated below or to another person as the Parties may designate in
writing from tilne to time.
in
7.
SSF: City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attn: Brian McMinn, Public Works Director
PCJPB: Peninsula Corridor Joint Powers Board
1250 San Carlos Avenue
San Carlos, CA 94070
Attn: April Chan, Chief Officer, Planning, Grants and
Transportation Authority
MISCELLANEOUS PROVISIONS.
a. Entire Agieement, This Agreement constitutes the entire agreement between the Parties
pertaining to the subject matter contained therein and supersedes all prior or
contemporaneous agreements, representations and understandings of the Parties relative
thereto.
b, Headings. The subject headings of the articles and paragraphs in this Agreement are
included for convenience only and shall not affect the construction or interpretation of
any of its provisions,
c. Severability. If any portion of this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, all remaining portions of the
Agreement, or the application thereof, will remain in full force and effect..
d, Construction and Intel retation of Agreement. This Agreement, and each of its
provisions, terms and conditions, has been reached as a result of negotiations between the
Parties, Accordingly, each Party expressly acknowledges and agrees that: this
Agreement shall not be deemed to have been authored, prepared, or drafted by any
particular Party; and that the rule of construction to the effect that ambiguities are to be
resolved against the drafting Party shall not be employed in the interpretation of this
Agreement or in the resolution of disputes.
e, No Waiver. No waiver of any default or breach of any covenant of this Agreement by
either Party can
be
implied from any omission by the
other Party to take action on
account of such
default if such default persists or is repeated.
Express waivers are
limited in scope
and
duration to their express provisions.
Consent to one action does not
imply consent to
any
future action.
f, Modifications.
This
Agreement may only be modified
in a writing executed by both
Parties.
g. Successors and Assigns.
No Party can assign, transfer or otherwise substitute its interests
or obligations under
this
Agreement
without the written consent of the other Party.
h. Governing Law. This Agreement is governed by the laws of the State of California as
applied to contracts that are made and performed entirely in California.
i, Compliance with Applicable Law. In the performance of services hereunder, the
PCJPB and its contractors shall comply with all applicable requirements of state,
federal and local laws and regulations.
j. Ownership of Work. All reports, designs, drawings, plans, specifications, schedules,
studies, memoranda, and other documents assembled for or prepared by or for the PCJPB
relative to the Project are the sole property of the JPB unless otherwise agreed upon by
the PCJPB.
lc. Non- discrimination. The Parties and any contractors performing services on behalf of
the Parties will not discriminate or permit discrimination against any person or group of
persons on the basis of race, color, religion, national origin or ancestry, age, sex, sexual
orientation, marital status, pregnancy, childbirth or related conditions, medical condition,
mental or physical disability or veteran's status, or in any manner prohibited by federal,
state or local laws.
1. Attorneys, Fees. In the event legal proceedings are instituted to enforce any provision of
this Agreement, the prevailing Party in said proceedings is entitled to its costs, including
reasonable attorneys' fees.
in. Relationship of the Parties. It is understood that this is an Agreement by and between .
independent contractors and does not create the relationship of agent, servant, employee,
partnership, joint venture or association, or any other relationship other than that of
I
ndependent contractor.
n. Warranty of Authority to Execute Agreement. Each Party to this Agreement represents
and warrants that each person whose signature appears hereon is authorized and has the
full authority to execute this Agreement on behalf of the entity that is a Party to this
Agreement.
M
IN WITNESS WHEREOF, S F and the PCJPB have entered into this Agreement as of the date
first noted above,
DEPUTY CITY
By:
NanyA�: Like Futrell
Its: City Manager
Approved as to Form:
for the SSF
OAR
0
Name: Jim Hartnett
Its: Executive Director
P6PB Secretary
N
as to Form:
FIRST AMENDMENT TO THE COOPERATIVE AGREEMENT
FOR FUNDING OF IMPROVEMENTS TO CALTRAIN RAIL
INFRASTRUCTURE AT THE SOUTH SAN FRANCISCO CALTRAIN
STATION
This First Amendment to the Cooperative Agreement for the South San Francisco
Caltrain Station (this “First Amendment”) amending that certain Cooperative Agreement
dated December 9, 2015 (“Agreement”), by and between The City of South San
Francisco, a public body, corporate and politic (“City”), and The Peninsula Corridor Joint
Powers Board (“PCJPB”) (together referred to as the “Parties”), is made effective as of
January 25, 2017 (the “Effective Date”).
RECITALS
WHEREAS, on December 9, 2015, PCJPB and City entered into the Agreement,
pursuant to which City contracted with PCJPB to perform or contract for the performance
of all design, project management, construction management, construction engineering
and reconstruction related to the South San Francisco Caltrain Station (“Project”); and
WHEREAS, pursuant to the Agreement, City agreed to pay PCJPB a sum not to exceed
Five Million Nine Hundred Thousand Dollars ($5,900,000) for Project reconstruction,
including all planning, design, construction/project management, inspection and
administration necessary provided in the Agreement; and
WHEREAS, the City, as intended, recently identified important design changes (“Design
Changes”) to the original 2008 Project design to optimize the safety and pedestrian
experience of the Project; and
WHEREAS, these Design Changes are currently being incorporated into the P roject at
the direction of PCJPB in coordination with the City and SWA Landscape and
Architecture; and
WHEREAS, these Design Changes would increase the overall costs of the Project and
City contribution by up to One Million Three Hundred Thousand Dollars ($1,300,000),
related to additional Project engineering, design, and construction; and
WHEREAS, pursuant to Section 2.a.ii of the Agreement, the Parties desire to modify the
Project cost allocation set forth in the Agreement in order to incorporate the Design
Changes; and
WHEREAS, due to the need to accommodate the updated construction schedule, it is also
recommended that Section 4.a of the Agreement is modified to extend the term of the
Agreement an additional eighteen months from June 30, 2018 to December 31, 2019.
NOW, THEREFORE, the Parties hereto agree as follows:
1. Subsection i. of Section 2.b of the Agreement shall be amended to read as follows:
i. SSF shall reimburse the PCJPB up to ten percent (10%) of the total Project costs,
and in an amount not to exceed $5,900,000 in the manner described below.
Notwithstanding the foregoing, in the event that the Design Changes cause the
total Project costs to exceed $59,100,000, in additional to its obligation to pay up
to $5,900,000 towards the total Project costs, SSF shall also contribute up to an
additional $1,300,000 in funds to pay for the additional costs related to the Design
Changes. In the event the Project costs directly related to the Design Changes
exceed $1,300,000, the two parties shall negotiate as to how to fund the cost
increase, or reduce the scope of the Project in order to bring the direct costs
related to the Design Changes back to $1,300,000 or below.
2. Section 4.a of the Agreement shall be amended to read as follows:
4. TERM
a. This Agreement shall commence on December 9, 2015 and will terminate on
December 31, 2019.
3. All other terms, conditions and provisions in the Agreement not modified by this First
Amendment shall remain in full force and effect.
IN WITNESS WHEREOF, the City and Consultant have executed this Amendment as of
the date first above written.
City PCJPB
The City of South San Francisco Peninsula Corridor Joint Powers Board
____________________________ _____________________________
Mike Futrell Name: Jim Hartnett
City Manager Title: Executive Director
ATTEST:
___________________________ ___________________________
City Clerk PCJPB Secretary
APPROVED AS TO FORM:
__________________________ __________________________
Legal Counsel for City Legal Counsel for PCJPB