Loading...
HomeMy WebLinkAboutReso 40-2017 (17-477) SANS City of South San Francisco c ..pp P.O. Box 711 (City Hall, o 3° `ra 400 Grand Avenue) South San Francisco,CA City Council CA t/oar` Resolution: RES 40-2017 File Number: 17-477 Enactment Number: RES 40-2017 RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE THE SECOND 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 $1,500,000 FOR ADDITIONAL PROJECT ENHANCEMENTS AND SECURITY UPGRADES. 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 reimburse PCJPB a sum not to exceed$5,900,000 for Project reconstruction, including all planning, design, construction/project management, inspection and administration necessary provided in the Agreement(Exhibit A); and WHEREAS, the City, as intended, identified important structural design changes to the original 2008 Project design to optimize the safety and pedestrian experience; and WHEREAS,the structural design changes were incorporated into the Project at the direction of PCJPB in coordination with the City and SWA Architects; and WHEREAS, the City contributed an additional not to exceed $1,300,000 for the City'requested structure changes detailed in the First Amendment to the original agreement(Exhibit B); and WHEREAS,the City has identified further design enhancements and security upgrades to the Project and has vetted these improvements with the community; and WHEREAS,these design enhancements and security upgrades will be incorporated by the PCJPB into the Project in coordination with the City and SWA Architects, and WHEREAS, the estimated cost of the design enhancements and security upgrades is one and one-half million dollars($1,500,000); and City of South San Francisco Page 1 File Number: 17-477 Enactment Number: RES 40-2017 WHEREAS,the Parties desire to amend the Cooperative Agreement with a Second Amendment in order to modify the Project and commit additional City funds to cover the costs of the requested changes. NOW,THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby approves a Second to the Cooperative Agreement for the South San Francisco Caltrain Station with the Peninsula Corridor Joint Powers Board in an amount not to exceed $1,500,000, attached hereto as Exhibit C. BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco authorizes the Finance Department to establish a$1,500,000 project budget to include the estimated costs 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 Second to the Cooperative Agreement for the South San Francisco Caltrain Station with the Peninsula Corridor Joint Powers Board on behalf of the City with any minor modifications,as deemed necessary,and subject to approval as to form by the City Attorney. At a meeting of the City Council on 5/10/2017, a motion was made by Richard Garbarino, seconded by Liza Normandy, that this Resolution be approved. The motion passed. Yes: 5 Vice Mayor Normandy, Councilmember Garbarino, Councilmember Matsumoto, Mayor Gupta, and Councilmember Addiego Attest by I\Mir Gabriel Rodriguez 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: 13313787.2 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” or “SSF”), 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, the PCJPB and the 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 the Project, including all planning, design, construction/project management, inspection and administration necessary for reconstruction of the South San Francisco Caltrain Station; and WHEREAS, in October 2016, the City, as intended, requested revisions to the original 2008 Project design to optimize the safety and pedestrian experience at the South San Francisco Caltrain Station, by altering the Project’s ramp and retaining wall geometry and profiles, plaza architectural theme, and drainage and lighting system (“Design Changes”); WHEREAS, these Design Changes are currently being incorporated into the Project at the direction of PCJPB in coordination with the City and the City's design consultant, SWA Landscape and Architecture; and WHEREAS, the additional engineering, design, and construction associated with these Design Changes will increase the overall costs of the Project and the City’s contribution by up to One Million, Three Hundred Thousand Dollars ($1,300,000); and WHEREAS, the Parties desire to modify the Project cost allocation set forth in the Agreement in order to incorporate the Design Changes and extend the term of the Agreement for an additional eighteen months. NOW, THEREFORE, the Parties hereto agree as follows: 13313787.2 1. Section 2, FUNDING OF PROJECT, is amended in its entirety to read: 2. FUNDING OF PROJECT. a. Project Cost and Funding. i. The cost of the Project not directly associated with the Design Changes is $59 million, of which $4 million has previously been expended to complete environmental and final design for the Project. The funding needed to complete the Project, not including the Design Changes, is $55 million, of which $5.9 million, or 10%, is to be provided by the City and $49.1 is to be provided by San Mateo County Transportation Authority’s (SMCTA) Measure A. ii. The additional Project cost that is directly associated with engineering, designing and constructing the Project to implement the Design Changes is projected to be $1.3 million, which will be provided by the City. iii. Should the total Project costs exceed the amounts set forth in subsections (i) and (ii), the Parties will negotiate as to how to the fund the cost increases and/or reduce the scope of the Project and/or the Design Changes, to reduce the costs to be consistent with the amounts set forth in subsections (i) and (ii). b. SSF Contribution to Project. i. SSF will reimburse the PCJPB up to ten percent (10%) of the Project costs not directly associated with the Design Changes, in an amount not to exceed $5.9 million, in the manner described below. In addition, SSF will reimburse the PCJPB 100% of the Project costs directly associated with or resulting from the Design Changes, in an amount not to exceed $1,300,000, also in the manner described below. ii. In the event the Project receives additional funds from other sources above and beyond those contemplated herein after the execution of this First Amendment, SSF’s and SMCTA’s combined contributions would be reduced by the amount of grant funds secured (10% for SSF and 90% for SMCTA in the case of Project costs not including the Design Changes, and 100% for SSF in the case of Project costs associated with the Design Changes). iii. SSF agrees to pay the PCJPB, on a quarterly basis A. For Project costs not associated with the Design Changes: Ten percent (10%) of the Project costs incurred the prior quarter until the total payments reach SSF’s maximum 13313787.2 obligation ($5.9 million or a reduced amount calculated as set forth in paragraph (ii), above) or ten percent of the Project costs (not including costs associated with the Design Changes), whichever is less; and B. For Project costs associated with the Design Changes: All (100%) of the Project costs incurred in the prior quarter until the total payments reach SSF’s maximum obligation ($1.3 million or a reduced amount calculated as set forth in paragraph (ii), above). iv. In each month following the end of a fiscal quarter, the PCJPB must provide SSF a billing statement showing actual Project costs incurred and paid for by the PCJPB, other grant funds used for the Project, and SSF payments to date. PCJPB must enclose appropriate supporting documentation with the billing statement to substantiate actual Project costs. SSF must 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 of Project costs not associated with the Design Changes and 100% of Project costs associated with the Design Changes, the PCJPB’s final billing statement should reflect, and SSF must pay, the amount necessary to meets its funding commitments hereunder. 2. Section 4, TERM, is amended in its entirety to read: 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 remain in full force and effect. IN WITNESS WHEREOF, the City and PCJPB have executed this First Amendment as of ____________, to be in effect as of January 25, 2017. City PCJPB The City of South San Francisco Peninsula Corridor Joint Powers Board ____________________________ _____________________________ Mike Futrell Name: Jim Hartnett City Manager Title: Executive Director 13313787.2 ATTEST: ATTEST: ___________________________ ___________________________ City Clerk PCJPB Secretary APPROVED AS TO FORM: APPROVED AS TO FORM: __________________________ __________________________ Legal Counsel for City Legal Counsel for PCJPB SECOND AMENDMENT TO THE COOPERATIVE AGREEMENT FOR FUNDING OF IMPROVEMENTS TO CALTRAIN RAIL INFRASTRUCTURE AT THE SOUTH SAN FRANCISCO CALTRAIN STATION This Second Amendment to the Cooperative Agreement for the South San Francisco Caltrain Station (this “Second 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 May 10, 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, identified important design changes (“Phase I Design Changes”) to the original 2008 Project design to optimize the safety and pedestrian experience of the Project; and WHEREAS, these Phase I Design Changes were incorporated into the Project at the direction of PCJPB in coordination with the City and SWA Architects; and WHEREAS, these Phase I Design Changes increased the overall costs of the Project and City contribution by up to One Million Three Hundred Thousand Dollars ($1,300,000), and was related to additional Project engineering, design, and construction costs; and WHEREAS, the additional Phase I Design Changes costs were authorized by the City Council on January 25, 2017 through the approval of the First Amendment to Cooperative Agreement for the South San Francisco Caltrain Station (“First Amendment”); and WHEREAS, the City has identified further design changes (“Phase II Design Changes”) to improve the aesthetic appearance of the Project; and WHEREAS, these Phase II Design Changes will be incorporated into the Project at the direction of PCJPB in coordination with the City and SWA Architects, and WHEREAS, these Phase II Design Changes will increase the overall costs of the Project and City contribution by an additional cost, up to One Million Five Hundred Thousand Dollars ($1,500,000) related to additional Project design, material upgrades, and contingency funds; and WHEREAS, the Parties desire to modify the Project cost allocation set forth in the Agreement in order to incorporate the Phase II Design Changes. NOW, THEREFORE, the Parties hereto agree as follows: 1. Section 2, FUNDING OF PROJECT, is amended in its entirety to read: 2. FUNDING OF PROJECT. a. Project Cost and Funding. i. The cost of the Project not directly associated with the Phase I Design Changes and Phase II Design Changes (collectively “Design Changes”) is $59 million dollars, of which $4 million dollars has previously been expended to complete environmental and final design for the Project. The funding needed to complete the Project, not including the Design Changes, is $55 million, of which $5.9 million dollars, or 10%, is to be provided by the City and $49.1 million dollars is to be provided by San Mateo County Transportation Authority’s (SMCTA) Measure A. ii. The additional Project cost that is directly associated with engineering, designing and constructing the Project to implement the Phase I Design Changes is projected to be $1.3 million, which will be provided by the City. iii. The additional Project cost that is directly associated with designing, engineering, and constructing the Project to implement the Phase II Design Changes is projected to be up to $1.5 million, which will be provided by the City. iv. Should the total Project costs exceed the amounts set forth in subsections (i), (ii) and (iii), the Parties will negotiate as to how to the fund the cost increases and/or reduce the scope of the Project and/or the Phase I Design Changes and Phase II Design Changes, to reduce the costs to be consistent with the amounts set forth in subsections (i), (ii) and (iii). b. SSF Contribution to Project. i. SSF will reimburse the PCJPB up to ten percent (10%) of the Project costs not directly associated with the Design Changes, in an amount not to exceed $5.9 million, in the manner described below. In addition, SSF will reimburse the PCJPB 100% of the Project costs directly associated with or resulting from the Phase I Design Changes, in an amount not to exceed $1,300,000, and the Phase II Design Changes, in an amount not to exceed $1,500,000 also in the manner described below. ii. In the event the Project receives additional funds from other sources above and beyond those contemplated herein after the execution of the First or Second Amendments, SSF’s and SMCTA’s combined contributions would be reduced by the amount of grant funds secured (10% for SSF and 90% for SMCTA in the case of Project costs not including the Phase I and II Design Changes, and 100% for SSF in the case of Project costs associated with the Phase I and Phase II Design Changes). iii. SSF agrees to pay the PCJPB, on a quarterly basis A. For Project costs not associated with the Design Changes: Ten percent (10%) of the Project costs incurred the prior quarter until the total payments reach SSF’s maximum obligation ($5.9 million or a reduced amount calculated as set forth in paragraph (ii), above) or ten percent of the Project costs (not including costs associated with the Phase I and II Design Changes), whichever is less; and B. For Project costs associated with the Design Changes: All (100%) of the Project costs incurred in the prior quarter until the total payments reach SSF’s maximum obligation ($2.8 million or a reduced amount calculated as set forth in paragraph (ii), above). iv. In each month following the end of a fiscal quarter, the PCJPB must provide SSF a billing statement showing actual Project costs incurred and paid for by the PCJPB, other grant funds used for the Project, and SSF payments to date. PCJPB must enclose appropriate supporting documentation with the billing statement to substantiate actual Project costs. SSF must 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 of Project costs not associated with the Phase I and II Design Changes and 100% of Project costs associated with the Phase I and II Design Changes, the PCJPB’s final billing statement should reflect, and SSF must pay, the amount necessary to meets its funding commitments hereunder. 2. All other terms, conditions and provisions in the Agreement and First Amendment not modified by this Second Amendment shall remain in full force and effect. IN WITNESS WHEREOF, the City and Consultant have executed this Second Amendment as of _____________, to be in effect as of May 10, 2017. 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