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<br />14. To complete the PROJECT within two years of the effective date of this AGREEMENT, provided that said two-
<br />year deadline shall be automatically extended due to events of force majeure, as described in Paragraph 10 of
<br />Section III ofthis AGREEMENT.
<br />
<br />15. To notifY SCRRA five (5) working days in advance of any maintenance of a roadway, sidewalk or median
<br />islands, if that maintenance activity is to occur within the right-of-way. Any SCRRA flagging or inspection
<br />required to protect SCRRA tracks or the traffic moving thereon shall be paid for by CITY.
<br />
<br />16. To provide and maintain at CITY's expense suitable facilities for draining the street or highway and its
<br />appurtenances, and shall not allow drainage water thereITom to flow or collect upon property of SCRRA or its
<br />member agency. CITY at its expense shall provide adequate passageway for the water of any streams, bodies of
<br />water and drainage facilities (either natural or artificial, and including water ITom SCRRA and its member
<br />agency's culvert and drainage facilities), so that said water may not, because of any facilities or work of CITY, be
<br />impeded, obstructed, diverted or caused to back up, overflow or damage the property of SCRRA, its member
<br />agency or of others. CITY shall not obstruct or interfere with existing ditches or drainage facilities.
<br />
<br />17. To maintain, repair and renew, at CITY's expense, any street improvement, including street lighting, sidewalks,
<br />curb and gutter, raised medians and traffic striping and signage within the crossing. This work shall be done
<br />pursuant to CPUC General Order 72-B.
<br />
<br />18. If in the future CITY elects to modify the existing crossing by widening or replacement of crossing surface, then
<br />any cost of crossing material and/or repair or rehabilitation of the railroad tracks shall be borne by the CITY.
<br />
<br />19. To reimburse SCRRA the actual cost and expense incurred by SCRRA and its contractors and consultants for all
<br />services and work performed in connection with the PROJECT and RAILROAD WORK, including a computed
<br />surcharge representing SCRRA's costs for administration and management. The estimated amount of cost and
<br />expense to be incurred by SCRRA is summarized in Attachment B attached hereto and made a part hereof. The
<br />cost and expense shown herein is an estimate only and CITY shall reimburse SCRRA on the basis of actual cost.
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<br />20. To deposit with SCRRA $224,368, representing 80% ofSCRRA's cost and expense estimate of $280,460 for the
<br />PROJECT and RAILROAD WORK.
<br />
<br />21. To pay SCRRA cost and expenses incurred by SCRRA and its contractors and consultants beyond the amount
<br />deposited by CITY within thirty (30) days of receipt of invoices ITom SCRRA.
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<br />22. To reimburse SCRRA for the costs incurred by SCRRA for any additional work performed incidental to the
<br />PROJECT and RAILROAD WORK upon written request or approval of CITY, provided that emergency work
<br />deemed necessary by SCRRA for the immediate restoration of SCRRA operations, or for protection of persons or
<br />SCRRA property or property in care, custody, or control ofSCRRA within or in the vicinity of the PROJECT and
<br />RAILROAD WORK construction area, may be performed without prior approval. SCRRA shall, as soon as
<br />reasonably practicable, notifY CITY of said emergency and the nature of the work.
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<br />23. To share equally with SCRRA the maintenance cost of the railroad crossing warning signals and signal controls in
<br />accordance with CPUC Code §1202.2 of the California state statutes, except that CITY's liability thereof shall be
<br />limited to such funds as may be set aside for allocation through the CPUC pursuant to CPUC Code §1231.1.
<br />SCRRA shall submit to CPUC invoices for CITY's share of the maintenance costs of the railroad crossing
<br />warning signals and signal controls.
<br />
<br />SECTION III
<br />
<br />MUTUAL AGREEMENT:
<br />
<br />I.
<br />
<br />Neither SCRRA nor any of its board members, member agencies, officers, agents, volunteers, contractors, or
<br />employees shall be responsible for any damage or liability occurring by reason of any acts or omissions on the
<br />part of CITY under or in connection with any work, authority or jurisdiction delegated to CITY under this
<br />AGREEMENT. CITY shall indemnifY, defend and hold harmless SCRRA, its board members, member agencies,
<br />officers, agents, volunteers, contractors, and employees harmless from any and all liability, loss, expense
<br />(including reasonable attorneys' fees and other defense costs), or claims imposed for damages of any nature
<br />
<br />Grand A venue Improvement project
<br />Crossing No. 101 OR-176.20
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<br />Construction and Maintenance Agreement
<br />04/07/04
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