HomeMy WebLinkAboutReso 93-2017 (17-728) s4,7„ City of South San Francisco
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Resolution: RES 93-2017
File Number: 17-728 Enactment Number: RES 93-2017
RESOLUTION AUTHORIZING THE CITY MANAGER TO
EXECUTE THE CONSTRUCTION AND MAINTENANCE
AGREEMENT FOR THE SOUTH SAN FRANCISCO CALTRAIN
STATION WITH THE PENINSULA CORRIDOR JOINT POWERS
BOARD.
WHEREAS, on December 9, 2015, Peninsula Corridor Joint Powers Board ("PCJPB") and the City of
South San Francisco ("City") entered into a Cooperative 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, PCJPB requires the execution of a construction and maintenance agreement ("C&M
Agreement") and evidence of a State of California Department of Transportation ("Caltrans") Airspace
Lease between Caltrans and City before awarding a contract to the qualified lowest bidder for the Project;
and
WHEREAS, a C&M Agreement will set forth the roles and responsibilities of PCJPB and City for
construction and maintenance obligations moving forward; and
WHEREAS, this C&M Agreement will provide clarity and accountability for all ongoing maintenance
related to PCJPB right-of-way and City right-of-way, and any shared responsibilities to ensure a high
quality and safe, functional Project; and
WHEREAS, the City will need to execute a C&M Agreement with PCJPB prior to PCJPB award of
contract scheduled for August 3, 2017; and
WHEREAS,the costs for construction management and maintenance are accounted for in the Cooperative
Agreement and/or will be accounted for in future operating budgets for affected City Departments.
NOW,THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the
City Council hereby approves a Construction and Maintenance Agreement for the South San Francisco
Caltrain Station with the Peninsula Corridor Joint Powers Board, attached hereto as
City of South San Francisco Page 1
File Number: 17-728 Enactment Number: RES 93-2017
Exhibit A.
BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco authorizes the
Finance Department to establish an ongoing maintenance 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
Construction and Management Agreement for the South San Francisco Caltrain Station with the Peninsula
Corridor Joint Powers Board on behalf of the City in substantially the same form as attached hereto as
Exhibit A; to make any revisions, amendments, corrections and modifications, subject to the approval of
the City Attorney,deemed necessary to carry out the intent of this Resolution and which do not materially
alter or increase the City's obligations thereunder; and to take any related action reasonably necessary to
carry out the intent of this Resolution.
At a meeting of the City Council on 7/26/2017, 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
Krt6ta Ma in II`i
City of South San Francisco Page 2
13526858.4
RAILROAD CONSTRUCTION AND MAINTENANCE AGREEMENT
SOUTH SAN FRANCISCO STATION IMPROVEMENTS PROJECT
This Railroad Construction and Maintenance Agreement (“Agreement”) is entered into
this _______ day of __________________, 2017, by and between the Peninsula Corridor Joint
Powers Board, a public agency (“JPB”), and the City of South San Francisco, a municipal
corporation (“City”). The JPB and City are collectively referred to herein as "Parties."
RECITALS
A. City is a duly established municipal corporation organized and existing under the
laws of the State of California;
B. JPB is a public agency organized and existing under the laws of the State of
California;
C. JPB, in conjunction with the San Mateo County Transit District, is the owner of
the Peninsula Corridor railroad right-of-way, and specifically that certain real property and
fixtures located in the City of South San Francisco between MP 8.9 and MP 9.6 (“Right of
Way”). JPB also is the owner of the Caltrain South San Francisco Station property located west
of the Right of Way. City is the owner of the property to the east of the Right of Way, known as
the East Plaza/Ramp Area (“East Plaza Area”), the Bus Shuttle Drop-Off Area ("Shuttle
Area"), and the property to the south of the Station property and west of the Right of Way
(“West Plaza Area”), all as depicted on Exhibit A, which is attached hereto and incorporated
herein by this reference. The areas depicted on Exhibit A are collectively referred to as the
Project area ("Project Area");
D. The City wishes to cooperate with JPB in the JPB’s design, construction and
maintenance of certain improvements to JPB’s South San Francisco Caltrain Station (the
“Project”) and will be constructed pursuant to JPB’s Contract No. 17-J-C-063 South San
Francisco Station Improvements ("Construction Contract”);
E. The City desires that the Project include the construction of a pedestrian access
underpass, at the south end of JPB’s new station platforms, that connects Airport Boulevard and
Poletti Drive with a connection to the JPB platform, and City will provide the property rights
necessary to construct that underpass ("Underpass");
F. On December 9, 2015, the JPB and the City entered into a Cooperative Agreement for
the Project ("Coop Agreement"), pursuant to which the JPB will perform or contract for the
performance of all design, project management, construction management, construction
engineering and reconstruction related to the Project;
G. Pursuant to the Coop Agreement, City agreed to pay JPB a sum not to exceed Five
Million, Nine Hundred Thousand Dollars ($5,900,000) towards the Project, including all
planning, design, construction/project management, inspection and administration necessary for
reconstruction of the South San Francisco Caltrain Station;
H. In October 2016, the City 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”);
JPB-CSSF SSF Station Project C&M Agreement 2 13526858.4
I. As of August 3, 2017 the Parties amended the Coop Agreement twice to incorporate
the Design Changes which increased the overall costs of the Project and the City’s contribution
by up to Two Million, Eight Hundred Thousand Dollars ($2,800,000) for a total City
contribution of Eight Million, Seven Hundred Thousand Dollars ($8,700,000) for the Project;
and
J. Whereas, the Project is exempt from review under the California Environmental
Quality Act ("CEQA"); and
K. The Parties now desire to set forth herein their understandings and agreements
relating to construction and maintenance of the Project.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, the Parties agree as follows:
1. Project Improvements. The Project includes the following improvements:
a. Demolition, hazardous material abatement, off hauling and site grading
throughout the Project Area.
b. Relocation of utilities from the existing location, which are in conflict with
the Underpass, to an alignment crossing the West Plaza Area.
c. Construction of the Underpass.
d. Relocation and reconstruction of various tracks at the South San Francisco
Station.
e. Construction of new medians, traffic islands, curb and gutter, paving and
sidewalk at the Shuttle Area.
f. Construction of a new loading area for shuttle buses at Shuttle Area.
g. Striping and curve markings at the intersection of 101 northbound Grand
Avenue Off-Ramp, Grand Avenue, and Poletti Drive.
h. Construction of a new center platform ("Center Platform") which includes
a center ramp which connects the Center Platform to the Underpass
("Center Ramp") and stairs from the Center Platform to the Underpass, all
as shown in Exhibit A, with all corresponding furniture, electronics,
shelters at the South San Francisco Station.
i. Other minor track work to upgrade access and facilitate use of the new
track.
j. Replacing the current signal cantilever at the north side of the South San
Francisco Station with a new signal bridge.
k. Fencing and pedestrian access control measures, as required.
JPB-CSSF SSF Station Project C&M Agreement 3 13526858.4
l. All other necessary construction activities required to build the above,
including all necessary changes to telephone, telegraph, signal, electrical
lines and appurtenances, relocation of all utilities and pipelines of any
kind, all temporary and permanent track work (if necessary), grading,
drainage, access roadways to the Right of Way, preliminary and
construction engineering, and any and/or all other work of every kind and
character necessary to build the above and complete the Project in
accordance with the Construction Contract.
2. Project Costs. The JPB and City will bear the costs of the Project as described in
the Coop Amendment and any amendments thereto. In addition, the City will be responsible for
its own costs related to the Project, including costs for time that its staff or consultants spend on
review of design or inspections and any costs associated with the design, selection and
installation of Art, as that term is defined below. City will waive all City permit fees or other
fees with regard to the Project and all work associated with the Project. The City and JPB will
be responsible for maintaining and providing security for the Underpass in accordance with the
maintenance responsibilities outlined in Section 12 below.
3. Additional Work. The City may request in writing that the JPB add additional
improvements to the Project. The JPB will retain the authority at its sole discretion to either add
or not to add additional items requested by the City and will not be required to accept any
additional improvements requested by the City. The City will be responsible for costs incurred
by the JPB for the additional work requested by the City including labor, materials, tools,
equipment, design, construction, construction management, indirect Project costs, the JPB's cost
to consider the City's requested change, and costs of delay or time extensions. Such work must
be memorialized in a change order. If the City requests the substitution of any material, or
product described in the Project with a material or product having greater cost associated with it
than the corresponding material described in the Project, and the JPB agrees to such substitution,
then the City will pay for additional costs incurred by the JPB for all labor, materials, tools,
equipment, design, construction, construction management and indirect Project costs incurred by
the JPB above and beyond that which the original material or product would have cost the JPB
under the Construction Contract.
4. Construction Standards/Design. JPB will oversee the Contractor’s daily
activities and confirm the materials and work conform to the Project requirements. For work
constructed outside the Right of Way or for upgrades from JPB’s typical station features
specifically requested by City, JPB will furnish Contractor submittals such as product data
information and shop drawings, to City and provide fourteen (14) calendar days for City to
complete review of submittals. If the City does not provide the JPB with written comments
within the aforementioned period of time, City will be deemed to have accepted the submittals.
5. Schedule. The Construction Contract is expected to be awarded by JPB in
August of 2017, and the work completed within approximately 22 months from the issuance to
the contractor of a notice to proceed. It is understood, however, that the JPB’s Construction
Contract will contain its standard provisions providing contractors with time extensions for
excusable delays.
JPB-CSSF SSF Station Project C&M Agreement 4 13526858.4
6. Real Property Conveyances.
Prior to the award of the Construction Contract, the City must:
a. Obtain a permanent easement described in Exhibit A for work within the
Comfort Suite Inn parking lot (the "Comfort Suite Easement"). The City is solely responsible
for obtaining the Comfort Suite Easement and for all coordination with the Comfort Suite Inn;
b. Obtain a lease for Caltrans' airspace located above the West Plaza Area, as
described in Exhibit A, for work within Caltrans' Airspace (the "Caltrans Airspace Lease")
prior to the issuance of the Construction Contract. The City is solely responsible for obtaining
the Caltrans Airspace Lease, for fulfilling the obligations contained therein, and for all
coordination with Caltrans; and
c. Make available to the JPB all City property, including the Comfort Suite
Easement and West Plaza, shown in Exhibit A through issuance of a temporary encroachment
permit ("Encroachment Permit") in the form attached to this Agreement as Exhibit B
incorporated herein by this reference, as more fully described in Sections 7 and 11 below.
7. Prerequisites to Construction: Before JPB awards the Construction Contract,
City must complete items a, b, and c below. If these items have not been completed, in a form
satisfactory to JPB, by July 31, 2017, JPB will have no further obligation to construct the
Underpass and will build the remainder of the Project without constructing the Underpass:
a. Provide JPB an executed copy of the Encroachment Permit for all City
property as described in Exhibit A and grant or caused to be granted the Comfort Suite
Easement. City also will provide pre-approval, upon due review and comment, of the
Encroachment Permit, defined below, for the Project prior to the JPB advertising for bids for the
Construction Contract;
b. Provide JPB an executed copy of the Caltrans Airspace Lease
c. Provide JPB an executed copy of this Agreement.
8. City Underpass/Access to Right of Way. For the purpose of maintaining the
Underpass located in the Right of Way, no later than 90 days following its final acceptance of the
Project, JPB will grant to City a license in a form agreeable to both parties.
9. Utility Relocations. The JPB is solely responsible, subject to payment of costs as
addressed in Sections 2 and 3, for identifying the location of all pipelines (including, without
limit, high pressure petrol pipelines, gas and water pipelines), fiber optic lines and all other
utilities of whatever nature (“Facilities”) to accommodate construction of the Project, and for
relocating or arranging for the relocation of all such Facilities that would interfere with
construction of the Project. JPB is responsible for contacting and working with the owners of
these Facilities to identify their exact location and arrange for relocation as needed. Nothing
herein precludes the JPB from seeking reimbursement for Facilities relocation costs and
liabilities from third parties such as the Facilities owners themselves. Notwithstanding the
above, to the extent that Facilities are owned by City, City will accomplish their relocation at its
JPB-CSSF SSF Station Project C&M Agreement 5 13526858.4
own cost. City and JPB will work cooperatively to minimize the cost of utility relocations,
which costs will be borne by the Project.
10. Public Art/Murals. If City wishes to install or erect art, including a mural, in the
Project Area ("Art"), it must follow the process set forth above in Section 3. In addition, it must
first obtain from the artist designing the art a waiver of the Visual Artists Rights Act, 17 U.S.C
§§106A and 113(d) (“VARA”), the California Art Preservation Act, Cal. Civil Code §§ 987 and
989 (“CAPA”), and any rights arising under United States federal or state law or under the laws
of another country that convey rights of the same nature as those conveyed under VARA and
CAPA, as against the JPB, it directors officers, employees and agents. The JPB has the absolute
right in its sole discretion to change, modify, destroy, remove, relocate, move, replace, transport,
repair or restore the Art. The City must coordinate with the JPB on the design, selection and
installation of any Art. The City will pay for all costs associated with the Art.
11. Permitting, Approvals and Construction Contract Requirements.
a. Environmental Review. JPB will be the lead agency under CEQA and
will obtain any required environmental clearance for the Project. JPB’s contractor will be
subject to all applicable Storm Water Pollution Prevention Plan requirements, including current
standard best management practices, including, but not limited to, control of run-off, dust, and
mud.
b. Inspections and Reporting. JPB or its contractor will provide all
flagging and engineering inspection required in connection with construction of the Project. For
work associated with Construction submittals City reviewed, JPB will request City inspection
seventy-two (72) hours prior to the installation of the work. Corrections to work so it is in
conformance with the Project requirements will be made upon results of City’s inspection. Once
the work is installed, JPB will request written concurrence from City that work conforms to
Project requirements. JPB will keep City informed of progress of construction upon request and
will coordinate public outreach with City. City will designate point of contact for construction
coordination. JPB will consult with City on any changes to the Construction Contract plans that
affect work on the Underpass, Shuttle Area, Poletti Drive street improvements, East Plaza Area
and West Plaza Area.
c. City Permits and Approvals. To facilitate the construction of the
improvements, City will grant to the JPB all Encroachment Permits. The City confirms that to
the best of its knowledge, it has the ability to issue and enforce the Encroachment Permit over all
City properties as required to effect reconstruction of the streets as contemplated in the project
design, including the East Plaza Area, Shuttle Area, West Plaza Area, and Comfort Suite
Easement. The Caltrans Airspace Lease with the City does not constitute an encroachment
permit, and the JPB will acquire a Caltrans encroachment permit for entry into any Caltrans right
of way. City will provide pre-approval, upon due review and comment, of the Encroachment
Permit for the Project prior to the JPB awarding the Construction Contract. City will issue a
Haul Route Permit, if required, for routes along City streets between work areas and State
highways.
12. Maintenance. Upon completion of construction,
JPB-CSSF SSF Station Project C&M Agreement 6 13526858.4
a. JPB shall maintain the following improvements at their own expense:
i. All improvements associated with railroad, including
improvements to track structures and signals;
ii. All fencing installed along Right of Way;
iii. Drainage improvements located within Right of Way up to the
point of discharge to the City owned drainage system as
applicable;
iv. Low impact development (LID) features such as bioswales, storm
water retention strips/basins, storm water treatment strips/basins,
and fabricated storm water filtration devices installed within the
Right of Way;
v. Station parking lot ("Station Parking Lot") as depicted in Exhibit
A;
vi. Center Platform, including stairs connecting Underpass to
platform, closed circuit television, ticket vending machines, public
address system, communication system, and shelters;
vii. Center Ramp that provides ADA access from the Underpass to the
Center Platform;
viii. Underpass structure, including fire safety system, drainage system,
pump station at base of the east ramp in the East Plaza Area, and
closed circuit television. Underpass lighting and finishes installed
per City’s request are excluded from JPB’s maintenance
responsibilities;
ix. Lighting and water utilities for the Station Parking Lot, Center
Platform, and Center Ramp; and
x. Frequency of maintenance activities, such as emptying of trash
receptacles, washing and cleaning of parking lot surfaces, Center
Platform and Center Ramp concrete surfaces, Underpass floors and
walls, and abatement of graffiti, shall be performed based on JPB’s
typical schedule.
b. City shall maintain the following improvements at its own expense:
i. All street improvements along Poletti Drive, including the Shuttle
Area, street section and paving, sidewalks, curbs, gutters, striping,
median landscaping, fences, lighting, power for lighting, and new
drainage elements/system.
JPB-CSSF SSF Station Project C&M Agreement 7 13526858.4
ii. Low impact development (LID) features such as bioswales, storm
water retention strips/basins, storm water treatment strips/basins,
and fabricated storm water filtration devices installed along Poletti
Drive and in the East Plaza Area and West Plaza Area;
iii. Landscaping, including water utilities, for the East Plaza Area and
West Plaza Area;
iv. Lighting and power for lighting for the East Plaza Area and West
Plaza Area;
v. Art;
vi. DMX Lighting controller and wall finishes within Underpass.
DMX lighting controller shall be programmed so it conforms to
JPB’s standard lighting criteria.
vii. City may supplement JPB’s typical station maintenance activities
at the City's sole cost on an as-needed basis as follows:
(1) Abatement of graffiti observed on Underpass, Ramps, or
Plaza walls not abated within two (2) days of first
observation;
(2) Removal of trash or debris dumped within the Underpass;
(3) Repair and cleaning of damage or disruption to general
tidiness caused by homeless transients within the
Underpass; and
(4) Removal of homeless transients and their belongings
occupying the Underpass, East Plaza Area, or West Plaza
Area.
viii. City will notify and obtain approval from the JPB at least eight (8)
hours in advance of any supplemental maintenance activity they
wish to conduct within the Underpass.
13. Indemnity.
a. City’s Indemnity. City will fully release, indemnify, hold harmless and
defend the JPB, SamTrans, the City and County of San Francisco, the Santa Clara Valley
Transportation Authority, the operator of the JPB's commuter rail service, currently
TransitAmerica Services, the operator of the JPB's freight services, currently Union Pacific
Railroad Company, and/or their respective officers, directors, employees, contractors and agents
(collectively, “JPB Indemnitees”) from and against all liability, claims, suits, sanctions, costs or
expenses for injuries to or death of any person (including, but not limited to, the passengers,
employees and contractors of JPB), and damage to or loss of property arising out of or resulting
JPB-CSSF SSF Station Project C&M Agreement 8 13526858.4
from any negligent act or omission by City, its agents, employees, contractors or subcontractors
in the maintenance of the items for which it is responsible or in the performance of any other
obligation in this Agreement. City’s obligation to defend includes the payment of all reasonable
attorney’s fees and all other costs and expenses of suit, and if any judgment is rendered against
any JPB Indemnitee, City will, at its expense, satisfy and discharge the same.
b. City’s Hazardous Material Indemnity:
i. For purposes of this Agreement, “Hazardous Material” means
material that, because of its quantity, concentration or physical or chemical characteristics, is at
any time now or hereafter deemed by any federal, state or local governmental authority to pose a
present or potential hazard to public health, welfare or the environment. Hazardous Material
includes, without limitation, any material or substance defined as a “hazardous substance,
pollutant or contaminant” pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601 et seq.), the
Resource Conservation and Recovery Act (42 U.S.C. 6901 et seq.) or pursuant to Section 25316
of the California Health and Safety Code, a “hazardous waste” listed pursuant to Section 25140
of the California Health and Safety Code, any asbestos and asbestos containing materials
whether or not such materials are part of the property or are naturally occurring substances on the
property, and any petroleum, including, without limitation, crude oil or any fraction thereof,
natural gas or natural gas liquids.
ii. The City will defend, indemnify and hold JPB Indemnitees
harmless from any and all costs, claims and liability associated with Hazardous Materials present
on or released from City property, including the East Plaza Area, West Plaza Area, Shuttle Area,
Comfort Suite Easement and Caltrans Airspace Lease, regardless of whether such liability arises
during or after the term of this Agreement. In the event that Hazardous Materials are present,
the City will, without cost to the JPB and in accordance with all laws and regulations, pay any
additional costs incurred by the JPB's contractor and take all action necessary to mitigate the
release or minimize the spread of contamination, remove all contamination, and provide notice in
compliance with applicable laws. The City must afford the JPB a full opportunity to participate
in any discussion with governmental agencies regarding any settlement agreement, cleanup or
abatement agreement, consent decree or other compromise proceeding involving Hazardous
Materials.
c. JPB’s Indemnity. JPB will fully release, indemnify, hold harmless and
defend the City and its respective officers, directors, employees, contractors and agents
(collectively, “City Indemnitees”) from and against all liability, claims, suits, sanctions, costs or
expenses for injuries to or death of any person (including, but not limited to, passengers,
employees and contractors of JPB) and damage to or loss of property arising out of or resulting
from any negligent act or omission by the JPB, its agents, employees, contractors or
subcontractors in performance of its obligations under this Agreement. JPB’s obligation to
defend will include the payment of all reasonable attorney’s fees and all other costs and expenses
of suit, and if any judgment is rendered against City Indemnitee’s or any one of them, JPB will,
at its expense, satisfy and discharge the same, so long as said claim has been timely tendered to
the JPB without prejudice to JPB’s rights and/or abilities to undertake a defense of said claim.
JPB-CSSF SSF Station Project C&M Agreement 9 13526858.4
d. JPB's Hazardous Materials Indemnity. The JPB will be responsible for
the removal of any Hazardous Materials on its Right of Way.
e. Severability. It is the intention of the Parties that should any term of this
indemnity provision, Section 13, be found to be void or unenforceable, the remainder of the
provision will remain in full force and effect.
f. Survival. This indemnity provision, Section 13, will survive the
expiration or termination of this Agreement.
14. Insurance. JPB will include in its Construction Contract a requirement that the
City be named an additional insured on all policies of insurance required of its contractors.
15. Performance Bond. JPB will require its contractor to provide performance and
payment bonds in the full amount of the Construction Contract and will require a one-year
warranty period. City agrees to not require additional bonds of JPB’s contractor. The bond will
be maintained in full force and effect during the entire period that work is performed by the
contractor until such work is accepted by City or JPB. With respect to Underpass, Shuttle Area,
East Plaza Area, and West Plaza Area, JPB will not accept the work related to such facilities for
purposes of this Section until it has received notice from City that such work is acceptable.
16. Notices. All notices, payments, requests, demands and other communications to
be made or given under this Agreement must be in writing and will be deemed to have been duly
given on the date of service if served personally or on the second day after mailing if mailed to
the party to whom notice is to be given by first class mail, registered or certified, postage prepaid
and properly addressed as follows:
CITY: City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attn: City Manager
JPB: Peninsula Corridor Joint Powers Board
1250 San Carlos Avenue
San Carlos, CA 94070
Attn: JPB Secretary
17. Governing Law. This Agreement will be interpreted, construed and enforced in
accordance with the laws of the State of California as applied to contracts that are made and
performed entirely in California.
18. Successors. This Agreement is binding upon and inures to the benefit of the
respective successors and assigns of the Parties hereto.
19. No Third Party Beneficiaries. Nothing herein may be considered as creating
any rights and/or obligations by any of the Parties to this Agreement to any third parties.
JPB-CSSF SSF Station Project C&M Agreement 10 13526858.4
Specifically, none of the duties to inspect or maintain will in any way be construed as creating or
expanding any additional obligations to any third party beyond those required and established
under the applicable statutes, regulations, ordinances or law.
20. Amendments. This Agreement may be amended only in a writing that is
executed by all the Parties hereto.
21. Entire Agreement. This Agreement constitutes the entire agreement of the
Parties with respect to its subject matter and supersedes any prior or contemporaneous oral or
written understandings on the same subject. The Parties intend this Agreement to be an
integrated agreement.
22. Counterparts. This Agreement may be executed in counterparts, each of which
is deemed an original but all of which together constitute a single agreement.
23. Attorneys’ Fees. In any action at law or in equity, arbitration or other proceeding
arising in connection with this Agreement, the prevailing party will recover reasonable attorney’s
fees and other costs, including but not limited to court costs and expert and consultants’ fees
incurred in connection with such action, in addition to any other relief awarded.
24. Severability. If any term, provision, or condition of this Agreement is held by a
court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement
will continue in full force and effect unless the rights and obligations of the Parties have been
materially altered or abridged thereby.
25. Waiver. A waiver by either party of the performance of any covenant or
condition herein will not invalidate this Agreement nor will the delay or forbearance by either
party in exercising any remedy or right be considered a waiver of, or an estoppel against, the
later exercise of such remedy or right.
JPB-CSSF SSF Station Project C&M Agreement 11 13526858.4
IN WITNESS WHEREOF, the Parties have entered into this Agreement on the date first written
above with the intent to be intentionally bound.
PENINSULA CORRIDOR JOINT
POWERS BOARD
Signed:
___________________________________
Jim Hartnett
Executive Director
Attest:
____________________________________
Martha Martinez
JPB Secretary
Approved as to Form:
___________________________________
Attorney
CITY OF SOUTH SAN FRANCISCO
Signed:
_____________________________________
Mike Futrell
City Manager
Approved as to Form:
_____________________________________
City Attorney
2838081.1