HomeMy WebLinkAbout1996-05-20 City Council (4)City of Palo Alto
City Manager’s Report
2
TO:HONORABLE CITY COUNCE
FROM:CITY MANAGER DEPARTMENT:Public Works
AGENDA DATE: May 20, 1996 CMR:259:96
SUBJECT:Alma Street Bicycle Bridge, CIP 19411: Lease Agreement with the
Peninsula Corridor Joint Powers Board, Amendment #1 to the Cost-
sharing Agreement with the City of Menlo Park and Maintenance
Agreement with the City of Menlo Park
REQUEST
Staff requests that Council approve a Lease Agreement with the Peninsula Corridor Joint
Powers Board, Amendment #1 to the Cost-sharing Agreement with the City of Menlo Park
and a Maintenance Agreement with the City of Menlo Park for the Alma Street Bicycle
Bridge Project.
RECOMMENDATIONS
Staff recommends that Council take the following actions with respect to the Alma Street
Bicycle Bridge Project:
1.Approve a Lease Agreement with the Peninsula Corridor Joint Powers Board.
2.Approve Amendment #1 to the Cost-sharing Agreement with the City of Menlo Park.
3.Approve a Maintenance Agreement with the City of Menlo Park.
POLICY IMPLICATIONS
Approval of the attached agreements will enable construction of the Alma Street Bicycle
Bridge Project. This project is consistent with the "Schools and Parks Element of the
Comprehensive Plan, 1980-1995." The design objectives of this project are consistent with
Policy 5 of the Parks Element which states: "Make parks safer for users and less prone to
vandalism and other problems."
CMR:259:96 Page 1 of 4
"The Open Space Element of the .General Plan 1972" cites eight Open Space Goals and
thirteen Open Space Policies. This project is also consistent with the Open Space Goals and
Policies that relate to the natural environment, its conservation and recreational activities.
EXECUTIVE SUMMARY
On December 4, 1995, Council approved the preliminary design and Park Improvement
Ordinance for the Alma Street Bicycle Bridge. Based on that approval, staff has prepared the
final plans and specifications for bidding a construction contract. Prior to opening bids for
the construction, staff is seeking Council approval of various agreements as summarized
below:
Lease Agreement with the Peninsula Corridor Joint Powers Board (Attachment 1).
The agreement will allow the City to construct and maintain a portion of the bicycle
path, landscaping and fencing on the Joint Powers Board’s (JPB) property. The
agreement also specifies that the JPB will contribute $11,000 toward fence
construction, and absorb the costs for railroad liability insurance and the costs of
fiaggers and railroad inspectors. A resolution authorizing this lease agreement was
passed by the JPB on November 2, 1995. The lease agreement has also been approved
as to form by the JPB legal department and awaits signature by the Executive Director
following Council approval.
Amendment #1 to the Cost-sharing Agreement with the City of Menlo Park
(Attachment 2). This amends the December 20, 1994 agreement, increasing Menlo
Park’s share of the local jurisdiction contribution by $19,000 (from $11,000 to
$30,000), contingent upon receipt of additional Metropolitan Transportation
Commission (MTC) grant funds. Although final approval of the grant from MTC is
not expected until late May or early June 1996, it is extremely likely that the additional
funding will become available based on the positive recommendation made to the MTC
by the City and County Bicycle and Pedestrian Advisory Committee (San Mateo
County) on February 22, 1996. The Amendment was approved by the Menlo Park
City Council on April 23, 1996.
Maintenance Agreement with the City of Menlo Park (Attachment 3).
Currently, Menlo Park is the lead agency for maintaining the two existing bicycle
bridges crossing San Francisquito Creek. This agreement designates Palo Alto as the
lead agency for the Alma Street Bridge, with similar terms to those of the other bridge
agreements. Palo Alto will perform maintenance and repair activities including
sweeping, periodic inspection, light bulb and ballast replacement and graffiti removal.
Menlo Park will reimburse the City of Palo Alto for 50 percent of the cost to perform
this maintenance. The agreement was approved by the Menlo Park City Council on
April 23, 1996.
CMR:259:96 Page 2 of 4
In response to a request made by Council at the December 4, 1995 meeting, staff has included
a copy of a rendering of the Alma Bridge to this report (Attachment 4). These drawings
show both the base bid project with constant height railings and the add alternate project
which would add a central steel truss to match the adjacent railroad bridge design. The add
alternate will be constructed if the bids received are low enough to permit its inclusion in the
award of contract, which will be presented to Council on July 1, 1996. Staff will return to
Council on July 1, 1996 for award of a construction contract and consultant construction
administration services. Construction is expected to be substantially completed by the end
of November 1996.
FISCAL IMPACT
Approval of the agreements will provide financial support to the construction and
maintenance of the Alma Bicycle Bridge improvements. The JPB agreement will result in
the JPB contributing $11,000 for the fencing and absorbing an additional $16,000 in costs
related to provisions imposed by the JPB. The Menlo Park agreement amendment will
increase Menlo Park’s contribution to the project’s cost by $19,000, subject to additional
MTC grant funding. The Menlo Park maintenance agreement will obligate Menlo Park to
share equally in the cost of future bridge maintenance.
ENVIRONMENTAL ASSESSMENT
The Environmental Assessment (95-EIA-16) was approved by Council on December 4, 1995.
ATTACHMENTS,
1 - Lease Agreement with the Joint Powers Board
2 - Amendment #1 to the Cost Sharing Agreement with the City of Menlo Park
3 - Maintenance Agreement with the City of Menlo Park
4 - Alma Bicycle Bridge rendering
PREPARED BY: George Bagdon, Assistant Director of Public Works
DEPARTMENT HEAD REVIEW:
CITY MANAGER APPROVAL:
GLENN S. ROBERTS
~, Director of Public ~s
Q~I C i’>J~EMFanLa~ eMrIN "
CMR:259:96 Page 3 of 4
Joint Powers Board/Thomas Davids
City of Menlo Park/Don Dey
DASSE Design, Inc./Doug Hohbach
Palo Alto Bicycle Advisory Committee (13 copies)
Stanford University Campus Archeologist/Laura Jones, Ph.D.
Coordinated Resource Management and Planning/Debbie Mytels
Bay Area Action/Peter Drekmeier
Native Plant Society/Sara Timby
Coyote Creek Riparian StationiKaren Cotter
Friends of San Francisquito Creek/Jim Johnson
CMR:259:96 Page 4 of 4
Attachment 1
RECORDING REQUESTED BY:
This document is recorded for the
benefit of the City of Palo Alto
and is entitled to be recorded
free of charge in accordance with
Section 27383 of the Government
Code. This instrument is exempt
from Documentary Transfer Tax
(Rev. and Tax. Code § 11922) .
After recordation, mail to:
OFFICE OF THE CITY ATTORNEY
CITY OF PALO ALTO/REAL ESTATE
250 Hamilton Avenue
Palo Alto, CA 94301
SP ~CE MOVE THIS LINE FOR RECORDER’S USE~
ALMA STREET BIKE BRIDGE, CIP #19411
GRANT OF EASEMENT AND AGREEMENT
THIS AGREEMENT is made as of this day of ,
1996 ("Effective Date"), by and between PENINSULA CORRIDOR JOINT
POWERS BOARD, a joint powers agency formed pursuant to California
la~ ("JPB" or "Grantor") and the CITY OF PALO ALTO ("Grantee").
RECITALS
A. Grantor is the owner of that certain real property which
is !ocated in the City of Palo Alto, County of Santa Clara, State
of California, and is more particularly described on the map
attached hereto and incorporated by this reference as Exhibit A
(the "Property").
B. Grantee desires to obtain easement rights from Grantor
over that certain portion of the Property more particularly
described in the legal description and map attached hereto and
incorporated by this reference as Exhibit B ("Easement Area"for
the purposes of constructing a pedestrian/bicycle path,
landscaping and fencing.
C. Grantee and Grantor wish to allocate the risks of
injury and damage that may result from the use of the Property as
the result of the Project.
D. Grantee, upon completion of the work, is willing to
assume maintenance and repair of the Project thereafter.
274913.3
E. Grantor is willing to grant an easement to Grantee on
the terms and conditions hereinafter set forth.
FOR VALUABLE CONSIDERATION, the receipt of which is
acknowledged, the parties agree as follows:
!. Grant of Easement. Grantor does hereby grant and
convey to Grantee an easement ("Easement") to construct,
maintain, and repair a pedestrian/bicycle path, landscaping and
fencing to be constructed on the Easement Area ("the Project").
The Easement is granted on the express condition that Grantee’s
use of the Property not interfere with Grantor’s passenger
commute rail operations and nothing contained herein permits or
authorizes, and this Agreement expressly prohibits, any such
interference. Nothing herein is intended to expand Grantee’s use
of the Easement beyond those rights expressly contemplated in
this Agreement.
2. Term. The term of this Easement shall commence
upon the Effective Date of this Agreement. The Easement shall be
for a term of twenty (20) years from the date of this Agreement
and shall automatically terminate thereafter, unless the term is
extended by mutual written agreement by the parties. The parties
may, by mutua! written agreement, extend the term of the
Easement. Grantor may terminate this Agreement for cause upon
giving Grantee 90 days written notice of termination. Valid
cause for termination shal! include, but not be limited to,
interference with rail operations or impairment of the safety of
rail service, repeate~ acts of vandalism to JPB’s equipment or
facilities or other activities which constitute a public or
private nuisance. This Easement shall terminate upon the
expiration of the 90 day notice period unless Grantee, to the
reasonable satisfaction of Grantor, cures the situation causing
the nuisance or other disruption within that period, or, if the
resolution of the situation requires a period of more than 90
days to remedy, promptly initiates the cure and diligently
proceeds to complete the remedy of the situation to the
reasonable satisfaction of Grantor.
In the event the Project is abandoned or terminated, the Easement
shall be cancelled and all rights shall revert to Grantor. Upon
such termination or abandonment, Grantor shal! have the right, in
addition to but not in qualification of the rights herein
reserved, to resume exclusive possession of said Property or part
thereof, the use of which is so discontinued or abandoned.
In the event Grantee, its successors or assigns abandon said
Easement or said Project or fails to use such Easement for the
purposes contemplated herein for a period of one (!) year, the
right hereby given shall cease to the extent of the use so
abandoned or discontinued and Grantors shall have the right, in
addition to but not in qualification of the rights hereinabove
274913.3 - 2 -
reserved, to resume exclusive possession of said Property or part
thereof, the use of which is so discontinued or abandoned.
Upon termination of the rights and privileges hereby granted,
Grantee, at its own cost and expense, agrees to remove said
Project from said Property and restore the Property as nearly as
practicable to the same state and condition in Which it existed
prior to the construction of said structure. Should Grantee in
such event fail, neglect or refuse to remove said structure and
restore said Property, such removal or restoration may be
performed by Grantor, at the expense of Grantee, which expense
Grantee agrees to pay to Grantor upon demand.
3. Use bv Grantee. The Easement is limited to the
following uses: the right to construct, maintain, repair,
remove, replace and operate a pedestrian/bicycle path system in
accordance with plans approved by Grantor, whose approval shal!
not be unreasonab!v withheld or delayed, together with reasonable
rights of access for such purposes. As a condition to this
Agreement, Grantee shall construct, instal!, maintain and repair
a three hundred (300) foot fence to separate the bicyclists and
pedestrians from the railroad right-of-way. Grantee’s use of the
Easement shal! not materially interfere with Grantor’s use of the
Property, including its operation of its passenger commute rai!
service. Grantee agrees to give Grantor twenty (20) calendar
days’ written notice prior to commencement of any work on the
Easement. Notwithstanding the above, following construction of
the barrier fence separating the bike lane area from the tracks,
Grantee may engage in maintenance activities in the bike lane
area without giving Grantor prior notice, except when said
maintenance activities could affect Grantor’s track area. Prior
to engaging in activities that could affect the track area,
Grantee agrees to give Grantor 20 days written notice. Grantee
agrees to keep the Property and the Project in good and safe
condition, free from waste, so far as affected by Grantee’s
operations, to the reasonable satisfaction of Grantor. If
Grantee fails to keep the Property and the Project in good and
safe condition, free from waste, then after giving Grantee notice
of the situation and a right to cure it in a reasonable time,
Grantor may perform the necessary work at the expense of Grantee,
which expense Grantee agrees to pay to Grantor upon demand.
4. Prior Rights. This grant is made subject and
subordinate to the prior and continuing right and obligation of
Grantor, its successors, assigns and permittees to use all of the
Property in the performance of its transportation operations.
There is reserved unto Grantor, its successors, assigns and
permittees, the right to construct, reconstruct, maintain, use,
repair, renew, change, modify or re!ocate existing and future
facilities and appurtenances, including, without limitation,
transportation, communication (including fiber optic
telecommunication systems), railroad and pipeline facilities and
274913.3 - 3 -
appurtenances in, upon, over, under, across and along the
Property.
This grant is made subject to all licenses, leases,
easements, restrictions, conditions, covenants, encumbrances,
liens and claims of title which may affect the Property in effect
as of the Effective Date. The word "grant" shal! not be
construed as a covenant against the existence of any of these.
Subject to the foregoing, Grantor warrants that it holds legal
title to the Property and has the ability to grant it to Grantee.
The Easement includes incidenta! rights of maintenance,
repair and replacement over the Easement Area. In exercising
these rights, Grantee must use~reasonable care and may not
increase the burden on the Property or make any other materia!
changes to the Property not consistent with Grantee’s uses of the
Property set forth in sections 1 and 3 of the Agreement. It is
expressly agreed by the marties that Grantor, its successors and
assigns, may, in the future, construct additional railroad tracks
or other transportation facilities on the right of way, which may
require the use of al! or a portion of the Property including the
Easement area, that this work may increase Grantee’s costs of
repair and/or replacement of the Project, and that any additional
costs resulting from such construction shall be borne by Grantee.
5. Relocation/Modification of Project, Easement.
Grantee agrees that in the event Grantor determines that the
expansion or modification of Grantor’s facilities in the transit
corridor require relocation and/or modification of the PrOject,
in whole or in part, Grantee shall, as appropriate, re!ocate or
modify (or both) the Project at the sole cost of Grantee.
Grantor agrees that in the event an alternative or realigned
easement is required as the result of the relocation, it shal!
grant to Grantee such alternative or realigned easement of
property it thus owns or controls and to the extent of its rights
as required in order to facilitate the relocation pursuant to a
recordable instrument on the same terms and conditions as
provided herein if such property is owned by Grantor and
available for Grantee’s use. Grantee shall quitclaim its
interest in that portion of the prior Easement to Grantor
concurrently with the grant of the alternative easement, if any.
In the event sufficient Grantor-owned property is not available
for the relocation of Grantee’s facilities, Grantee shal!, at its
sole cost and expense, obtain sufficient property interests to
undertake the re!ocation. Grantor shall have no further
obligation to Grantee to provide property for the Project.
6. Fiber Optics Systems and Undermround Facilities.
The rights granted by this Agreement are subject to the rights of
Grantor (or anyone actiig with the permission.of Grantor) to
construct, reconstruct, maintain and operate fiber optic and
274913.3 -4 -
other telecommunications systems, pipelines and other utility
systems in, upon, along, across and beneath the Property and
rights-of-ways of Grantor, including the property through which
the Project shall be constructed.
Since there is the possibility of the existence of the
JPB’s signal lines, fiber optics systems, pipelines or other
structures beneath the property, if Grantee should excavate or
drill, then Grantee’s forces shall identify such structures and
explore such structures in a non-destructive manner. Potholing
shal! be done by means of vacuum removal, to be performed by
Softdig, Inc. or a contractor using equivalent techniques and
equipment. As an alternative, Grantee may explore facilities
with hand tools to a depth of at least eight feet (8’) below the
surface of the ground or, at Grantee’s option, use suitable
detection equipment prior to drilling or excavating with
mechanized equipment. Absence of markers does not constitute a
warranty bv Grantor of no subsurface installations. Prior to
Grantee’s commencement of work upon the Project, Grantor shall
notify Grantee of any underground structures of which Grantor has
actual knowledge, without engaging in independent investigation.
Notwithstanding the foregoing, it shall be Grantee’s
responsibility to determine the existence of any underground
facilities and Grantee shall call Underground Service Alert at !-
800-642-3444 prior to beginning any work on the Property.
Grantee shall contact any utility or carrier who has installed
markers on the property. In.addition Grantee shall also contact
Grantor’s passenger service operator, Amtrak, which can determine
the location of railroad signal wires. If there are such
underground facilities, Grantee will contact the owner of such
facilities and make satisfactory arrangements for relocation or
other protection for the system prior to beginning any work on
the Property.
Grantee agrees to reimburse Grantor and/or the owner(s)
of the fiber optic systems or other facilities which are present
on the Property as of the date of this Agreement for all expenses
which either may incur, which expenses would not have been
incurred except by reason of the use of said premises by Grantee,
its agents, employees or invitees, including relocation costs or
any damages incurred by such owner due to the injury to the
systems.
7. Claims. Claims, injuries, deaths, property
damages and losses arising out of or connected with the Easement
shall be investigated, adjusted, defended and, if required, paid
by Grantee.
8. Indemnification. Grantee agrees to and shal!
indemnify, defend and hold harmless JPB, its member agencies (the
San Mateo County Transit District, the City and County of San
Francisco and the Santa Clara County Transit District), Southern
2749~3.3 - 5 -
Pacific. Transportation Company and the National Railroad
Passenger Corporation ("Amtrak"), the successors and assignees of
any of them and their respective officers, agents, and emp!oyees
(hereinafter collectively referred to as "Indemnitees") from and
against any and al! claims, demands, losses, damages, causes of
action, suits, and liabilities of every kind (including
reasonable attorney’s fees, court costs, and other expenses
related thereto) arising out of or in connection with the use of
theSubject Property by Grantee, its contractors, invitees,
agents~ or emp!oyees under this Agreement. IT IS THE EXPRESS
INTENTION OF THE PARTIES HERETO, BOTH GRANTEE AND JPB, THAT THE
INDEMNITY PROVIDED FOR IN THIS PARAGRAPH INDEMNIFIES THE
INDEMNITEES FOR THEIR OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS
ACTIVE OR PASSIVE, OR IS THE SOLE OR A CONCURRING CAUSE OF THE
INJURY, DEATH OR DAMAGE PROVIDED T~AT SAID INDEMNITY SHALL NOT
PROTECT INDEMNITEES FROM LIABILITY /OR DEATH, INJURY OR DAMAGE
ARISING SOLELY OUT OF THE CRIMINAL ACTIONS OR INTENTIONAL
MISCONDUCT OF INDEMNITEES.
9. Insurance. Any person, firm or corporation
Grantee authorizes to work upon the Property, including any
subcontractor, shall be deemed to be Grantee’s agent and shal! be
subject to all the applicable terms of this Agreement. Prior to
entry upon the Property by such agents, Grantee shal! provide
Grantor with satisfactory evidence (e.g. in the form of a
Certificate of Insurance) that it and/or its contractors or other
agents who wil! obtain access to the Property pursuant to this
Agreement are insured in accordance with the following, which
insurance shal! remain in effect throughout the term of this
Agreement and shall be at the sole cost and expense of Grantee
(or its agents). Prior to the start of the work or entry onto
the Property, Grantee agrees to procure and maintain, and/or to
require its contractor(s) to procure and maintain, at its (or its
contractors’) sole cost and expense ~(and to prove to Grantor’s
reasonable satisfaction that it remains in effect throughout the
work), the kinds of insurance described be!ow:
(a)
Insurance.
Workers’ Compensation and Employers’ Liability
Grantee shall procure and maintain and shall
require its contractor(s) to procure the payment of Workers’
Compensation and/or Federal Employers’ Liability Act Coverage
(FELA) (whichever is applicable) to its employees, as required by
the Federal Employers’ Liability Act of 1908 applying to instate
railroad employees or as required by Section 1860 of the
California Labor Code (Chapter !000, Statutes of 1965), or any
subsequent amendments or successor acts thereto governing the
liability of emp!oyers to their emp!oyees.
If Workers’ Compensation applies, it shal! be in
accordance with the provisions of Section 3700 of the California
274913.3 - 6 -
Labor Code (and any amendments thereto or successor acts or
statutes) and the Grantee shall furnish Licensor with a
certificate evidencing such coverage together with a verification
thereon as follows:
"I am aware of the provisions of Section
3700 of the California Labor Code which
requires every employer to be insured against
a liability for workers~ compensation or to
undertake self-insurance in accordance with
the provisions of that code, and I wil!
comply with such provisions before commencing
the performance of work under this
Agreement."
If the California Labor Code requiring Workers’
Compensation applies, the Grantee shal! also maintain Emp!oyer’s
Liability coverage with minimum limits of $5,000,000.00.
If FELA applies, it shall be in accordance with federal
statutes and have minimum limits of $5,000,000 per occurrence.
The Grantee shall provide evidence of coverage or self-insurance
together with a verification thereon as fol!ows:
"I am aware of the provisions of the
Federal Employers’ Liability Act, and I will
comply with such provisions before commencing
the performance of work under this
Agreement."
Whether FELA or Workers’ Compensation applies, the
Grantee shall furnish the Grantor with the Certificate(s) of
Insurance required hereunder prior to the commencement of work.
The Certificate shall also provide that the Grantee’s policy will
not be cancelled or have coverage reduced without thirty (30)
days’ prior written notice.
(b) Commercial General Liabi!itv Insurance.
Grantee shall, at its own cost and expense, also
procure and maintain and/or require its contractors, at their own
cost and expense, to procure and maintain Commercia! General
Liability insurance which shall include as additional insureds
the Peninsula Corridor Joint Powers Board, the City and County of
San Francisco, the Santa Clara County Transit District, the San
Mateo County Transit District, the Southern Pacific
Transportation Company, the Nationa! Railroad Passenger
Corporation ("Amtrak") and their respective directors, officers,
emp!oyees and agents while acting in such capacity, and their
successors or assignees, as they now, or as they may hereafter be
constituted, singly, jointly or severally.
274913.3 - 7 -
Insurance shall provide bodily injury and property
damage coverage with a combined single limit of at least
$2,000,000.00 each occurrence or claim and a genera! aggregate
limit of at least $2,000,000.00. This insurance shal! include
but not be limited to premises and operations; contractual
liability covering the. indemnity provisions contained in this
Agreement; personal injury; explosion, collapse, and underground
coverage, products and completed operations, and broad form
property damage.
Prior to commencing work or entering onto the Property,
Grantee shal! file a Certificate(s) of Insurance with the
Assistant to the Executive Director of the JPB evidencing
coverage, and upon request, a certified duplicate original of the
policy. Said Certificate(s) shall stipulate:
(!) The insurance company(ies) issuing such
mo!ic~’(ies) shal! give written notice to the Assistant to the
Executive Director of the JPB of any material alteration, or
reduction in aggregate limits, if such limits apply, and provide
at least thirty (30) days’ notice of cancellation.
(2) That the po!icy(ies) is Primary Insurance and
the insurance company(ies).providing such po!icy(ies) shal! be
liable thereunder for the full amount of any !oss or claim which
Grantee is liable for under this Section, up to and including the
tota! limit of liability, without right of contribution from any
other insurance effected or which may be effected by the
Peninsula Corridor J~int Powers ~oard, the City and County of San
Francisco, the San Mateo County Transit District, the Santa Clara
County Transit District, the Southern Pacific Transportation
Company, and the Nationa! Railroad Passenger Corporation
("Amtrak") .
(3) The policy shall also stipulate: Inclusion of
the Peninsula Corridor Joint Powers Board, the City and County of
San Francisco, the San Mateo County Transit District, the Santa
Clara County Transit District, the Southern Pacific
Transportation Company, and the Nationa! Railroad Passenger
Corporation ("Amtrak") as additional insureds shall not in any
way affect its rights either as respects any claim, demand, suit
or judgment made, brought or recovered against the Grantee. Said
policy shall protect Grantee and the Peninsula Corridor Joint
Powers Board, the City and County of San Francisco, the Santa
Clara County Transit District, the San Mateo County Transit
District, the Southern Pacific Transportation Company, and the
Nationa! Railroad Passenger Corporation ("Amtrak") in the same
manner as though a separate policy had been issued to each, but
nothing in said policy shall operate to increase the insurance
company’s liability as set forth in its policy beyond the amount
or amounts shown or to which the insurance company would have
been liable if only one interest had been named as an insured.
274913.3 8
Required:(C) Railroad’s Protective Liability Insurance.
Yes_~_x No
The Grantee shall provide and/or require its
contractors to provide, with respect to the operations it or any
of its contractors perform above the railroad tracks or within
fifty (50) feet horizontally of the railroad tracks, Railroad’s
Protective Liability Insurance with either the ~ASHO policy form
or the ISO~RIMA form with pollution coverage for job site fuels
and lubricants. The named insured shall be the Peninsula
Corridor Joint Powers Board, the San Mateo County Transit
District, the Santa Clara County Transit District, the City and
County of San Francisco, the Southern Pacific Transportation
Company, and the Nationa! Railroad Passenger Corporation
("Amtrak") and shal! cover al! other railroads operating on the
right-of-way. The policy shal! have limits of liability of not
less than $ 2,000,000.00 per occurrence, combined single limit,
for Coverages A and B, for losses arising out of injury to or
death of al! persons, and for physical loss or damage to or
destruction of property, including the loss of use thereof.
Prior to commencing work or entering onto the Property, Grantee
shal! file an original or a duplicate original of the policy for
Railroad Protective Liability with the Assistant to the Executive
Director of the JPB. This coverage shall be purchased by Grantor
under Grantor’s blanket railroad protective insurance policy at
Grantor’s sole cost and expense.
Required:(d) Professional Liability Insurance.
Yes__ No__x
The Grantee shall, at it~ own cost and expense,
procure and maintain a professional liability policy covering the
Grantee for any and all errors or omiss.ions committed by the
Grantee, his agents or employees, in the performance of this
contract. The coverage shall be maintained during the term of
this contract and for at least ( ) years following
completion of all operations to be performed. The policy, or
policies, shall have limits of liability of not less than $2
million per occurrence and in the aggregate.
Required:.(e) Automobile Liability Insurance.
Yes__x No
Grantee shal!, at its own cost and expense,
procure and maintain and/or require its contractor(s), at their
own cost and expense, to procure and maintain Automobile
Liability insurance providing bodily injury and property damage
with a combined single limit of at least $!,000,000.00 per
occurrence for all owned, non-owned and hired automobiles. This
insurance sha!l provide contractual liability covering al! motor
vehicles and mobile equipment to the extent coverage may be
excluded from genera! liability insurance. Such insurance shal!
include as additiona! insureds the Peninsula Corridor Joint
Powers Board, the City and County of San Francisco, the Santa
Clara County Transit District, the San Mateo County Transit
274913.3 - 9 -
District, the Southern Pacific Transportation Company, the
National Railroad Passenger Corporation ("Amtrak") and their
respective directors, officers, employees and agents while acting
in such capacity, and their successors or assignees, as~they now
or as they may hereafter be constituted, singly, jointly or
severally.
Required:(f) Environmental Impairment Liability Insurance.
Yes Nox__~_
The Grantee shall, at its own cost and expense,
procure and maintain a professional liability policy covering the
liability of the Grantee arising out of the pollution or
impairment of the environment, including clean-up costs, caused
by the performance of activity in connection with this Agreement.
The Peninsula Joint Powers Board, the City and County of San
Francisco, the Santa Clara County Transit District, the San Mateo
County Transit District, the Southern Pacific Transportation
Company, and the National Railroad Passenger Corporation
("Amtrak"), their respective directors, officers, emp!oyees and
agents shall be named as additiona! insureds with respect to
operations to be performed, and the policy shall contain a waiver
of subrogation against all additional insureds and their
directors, employees and agents. Coverage may be by endorsement
to the genera! liability and automobile policies or be a separate
policy. Limits of liability will not be less than the limits
required for Genera! Liability Insurance above. The automobile
coverage shall contain the Mcsg0 endorsement and the ISO
pollution endorsement which includes coverage for !oading and
unloading. If coverage is by endorsement, the certificates of
insurance submitted must clearly indicate that these coveYages
are combined.
In the event of disposal of hazardous materials,
Grantee shall designate the disposal site, and must provide a
Certificate of Insurance from the disposal facility to the
Assistant to the Executive Director of the JPB. Coverage must
include Environmenta! Impairment Liability Insurance with limits
of not less than $3,000,000.00 per occurrence and $6,000,000.00
annua! aggregate, including sudden and accidental pollution
coverage.
Required:(g) Property Insurance.
Yes x No
Grantee shall, at its own cost and expense,
procure and maintain and/or require its contractor(s), at their
own cost and expense, to procure and maintain property insurance
to protect its interest in the equipment to be used in
performance of this Agreement and the Grantor’s interest in
materials or property to be installed, covering al! risks of
physica! !oss or damage to such equipment. The coverage under
such policy sha!l have limits of liability adequate to protect
the value of the equipment and property to be installed. If
desired, Grantee may choose to self-insure this exposure, but in
274913.3 - 1 0 -
no instance shall the Grantor ~be responsible for such loss or
damage, unless caused by its sole negligence.
All insurance specified above shall remain in force
unti! al! work to be performed is satisfactorily completed, all
of Grantee’s personnel and equipment have been removed from the
railroad property, and the work has been formally accepted. The
failure to procure or maintain required insurance and/or an
adequately funded self-insurance program will constitute a
materia! breach of this Agreement.
If any insurance specified above shall be provided on a
claim-made basisl then in addition to coverage requirements
above, such policy shall provide that:
(a) Policy retroactive date coincides with or
precedes the Grantee’s start of work (including subsequent
policies purchased as renewals or replacements).
(b) Grantee will make every effort to maintain
similar insurance during the term of the Agreement following
project completion, including the requirement of adding al!
additional, insureds.
(c) If insurance is terminated for any reason,
Grantee agrees to purchase an extended reporting provision of at
least two years to report claims arising from work performed in
connection with this Agreement or Permit.
(d) Policy allows for reporting of circumstances
or incidents that might give rise to future claims.
In addition to the requirements described above, any
additiona! coverages required by the United States Department of
Transportation, the Environmental Protection Agency and/or
related state and local laws, rules and regulations shall be
complied with. The Grantee and/or its contractors shal! obtain
all permits, licenses and other forms or documentation which are
required and forward them to the Assistant to the Executive
Director of the JPB with the required evidence of insurance.
All policies will be issued by insurers acceptable to
Grantor. Upon evidence of financial capacity satisfactory to
Licensor, Grantee’s obligation hereunder may be satisfied in
whole or in part by adequately funded self-insurance.
I0. Construction, Remair and Maintenance. Grantee, at
Grantee’s sole cost and expense (except for the cost of the fence
construction as noted in paragraph !3 herein), shall cause a!l
work in connection with the construction, use, repair and
maintenance of the Project within the Easement area to be
performed in a good and worker!ike manner and in compliance with
274913.3 - I !-
all applicable approved plans, approved specifications, laws and
lawful ordinances, regulations and orders of any federal, state,
county or municipal authority. Grantee agrees that all work upon
or in connection with the Project shall be done at such times and
in such manner as not to interfere in any way whatsoever with the
operations of Grantor. The plans for and the construction of the
P~oject shall be subject to the approval of Grantor, whose
approval shall not be unreasonably withheld or delayed. Approval
by Grantor shall not constitute a warranty by Grantor that such
plans conform with applicable federal, ~state, and/or local codes
and regulations.
Any open holes shall be satisfactorily covered or
fenced at all times when Grantee’s forces are not physically
working in the actual vicinity. Upon completion of work, al!
holes will be filled in to meet the surrounding ground level with
clean, compacted, earthen materia! and the property left in a
nest and safe condition reasonably satisfactory to Grantor.
Under no condition shall Grantee be permitted to place
or store any mechanized equipment, tools or other materials
within twenty-five feet (25’) of the center line of Grantor’s
nearest railroad tracks.
Grantee shall not be permitted to cross Grantor’s
tracks located on or adjacent to the Property to gain access to
and from the Project. Access sha!! be by use only of designated
public streets or crossings.
Grantee shall cooperate with Grantor in making any
tests Grantor requires of any installation or condition which in
Grantor’ reasonable judgment may have an adverse effect on any of
the facilities of Grantor. All costs incurred by the tests, or
any corrections, shal! be borne by Grantee.
!!. Damaqe and Destruction. In the event that the
whole or any part of the tracks, signa! facilities or operating
equipment of Grantor, the wires, cables, fiber optics or other
facilities of the communications carriers with facilities !ocated
on the Property, or the other improvements of Grantee are damaged
or destroyed by any cause related to the presence of the Project
on the Property not the result of the intentiona! misconduct of
Grantor, its agents, contractors or assigns, Grantee at its cost
and expense, shall restore the said tracks, signals facilities,
operating equipment, wires, cables, fiber optics, or other
communication facilities, box culvert, levee, bank, channel or
improvements to their pre-existing condition.
12. Commliance; Hazardous Materials. Grantee shall,
at its expense, comply with al! applicable laws, regulations,
rules and orders regardless of when they become or became
effective, including, without limitation, those relating to
274913.3 - ! 2 -
health, safety, noise, environmental protection, waste disposal
and waste and air quality, and furnish satisfactory evidence of
such compliance upon request of Grantor.
No hazardous materials shall be handled at any time
upon the Property except in compliance with all applicable laws,
regulations, rules and orders. Should any discharge, leakage,
spillage, emission or pollution of any type occur upon or arise
on the easement area covered herein as a result of Grantee’s use,
presence, operations, or exercise of the rights herein granted,
Grantee shall at its expense be obligated to repair al! property
affectedthereby. With respect to any property owned or
controlled by Grantor, Grantor may,. at their sole option, clean
Grantor’s property; if the Grantor elects to do so, Grantee shal!
pay the cost of such cleanup promptly upon the receipt of a bil!
therefor. Grantee agrees to investigate, release, indemnify and
defend Indemnitees from and against all liability, cost and
expense (including without limitation, an}, fines, penalties,
judgments, litigation costs and attorney fees) incurred by
Indemnitees as a result of any such discharge, leakage, spillage,
emission or pollution arising from use of the Property by
Grantee, its officers, agents or employees, regardless of whether
such liability, cost or expense arises during the time this
Agreement is in effect or thereafter, unless such liability, cost
or expense is proximately caused solely and exclusively by the
active negligence of the Grantor, its officers, agents or
employees.
13.- ConsideratiOn; Costs. Upon execution hereof, in
consideration for this Easement, Grantee shall pay the Grantor
One Dollar ($ 1.00). In the event all or any portion of the said
premises of Railroad shall be taken or condemned for public use
including conveyance by deed in lieu of or in settlement of
condemnation proceedings, Grantee shall receive compensation only
for the taking and damaging of Grantee’s improvements.Any other
compensation or damages arising out of such taking or
condemnation awarded to Grantee shal! be assigned by Grantee to
Grantor.
Grantor shall contribute Eleven Thousand Dollars
($!i,000) for fence construction within thirty (30) days of
receipt of the invoice from the Grantee.
14. Notices. All notices required or permitted to be
given hereunder shal! be in writing and mailed postage prepaid by
certified or registered mai!, return receipt requested, or by
personal delivery, or by overnight courier, to the appropriate
address indicated below or at such place or places as either
Grantor or Grantee may, from time to time, respectively,
designate in a written notice given four (4) days after the date
of mailing thereof or upon personal delivery.
274913.3 - 13 -
To Grantee:City of Palo Alto
Attention: City Clerk
P.O. Box 10250
Palo Alto, CA 94303
with copy to:City of Palo Alto
Attention: Manager, Real Property
P.O. Box 10250
Pa!o Alto, CA 94303
To JPB:Peninsula Corridor Joint Powers Board
c/o San Mateo County Transit District
P.O. Box 3006
San Carlos, CA 94129
Attn: Executive Director
with copy to:Hanson, Bridgett, Marcus, Vlahos & Rudy
333 Market Street, Suite 2300
San Francisco, California 94!05-2173
Attn: David J. Miller
Notices shal! be effective on the date of personal
delivery if given by personal delivery, on the next business day
if given by express mail or commercia! overnight courier, or four
business days after mailing is sent by registered or certified
mai!.
15. Governina Law. The rights and liability of the
parties under this Agreement shall be interpreted in accordance
with the laws of the State of California.
16. Intemration. This Agreement constitutes the
complete expression of the agreement between the parties and
supersedes any prior agreements, whether written or oral,
concerning the subject of this Agreement, which are not fully
expressed in this Agreement. Any modification of or addition to
this Agreement~must be in a writing signed by both parties.
17. Headinqs. The headings of the paragraphs of th&s
Agreement are inserted for convenience only and do not constitute
part of this Agreement and shal! not be used in its construction.
18. Severability. Each provision of this Agreement is
intended to be severable. If any term of provision shall be
determined by a court of competent jurisdiction to be illegal or
invalid for any reason whatsoever, such provision shall be
severed from this Agreement and shal! not affect the validity of
the remainder of this Agreement.
19. No Waiver. No waiver of any default or breach of
any covenant of this Agreement by either party shal! be implied
from any omission by either party to take action on account of
274913.3 - 14 -
such default if such default persists or is repeated, and no
express waiver shall affect any default other than the default
specified in the waiver, and then the waiver shall be operative
only for the time and to the extent stated. Waivers of any
covenant, term or condition by either party shall not be
construed as a waiver of any subsequent breach of the same
covenant, term or condition. The consent or approval by either
party to or of any act by either party requiring further consent
or approva! shall not be deemed to waive or render unnecessary
their consent or approval to or of any subsequent similar acts.
20. Condition to Effectiveness. As conditions
precedent to the effectiveness of this Agreement, Grantee shall
have provided Grantor with satisfactory evidence of indemnity and
insurance as required under this Agreement.
21. Successors and Assimns Bound. This agreement
sha!], inure to the benefit and be binding upon the successors and
assigns of the parties hereto. Grantee shal! not assign nor
sublet, in whole or in part, any rights covered by this
Agreement, or permit any other person, firm or corporation to
use, in whole or in part, any of the rights or privileges granted
pursuant to this Agreement, without first obtaining the written
consent of the Licensor.
22. Attorneys’ Fees. If any legal proceeding should
be instituted by either of the parties to enforce the terms of
this Agreement or to determine the rights of the parties under
this Agreement, the prevailing party in the proceeding shall
receive, in addition to al! court costs, reasonable attorneys’
fees.
23. Survivability of Indemnity Ob!imations. The
provisions of Sections 7, 8, and 12 shall survive the termination
of this Agreement.
274913.3 - 1 5-
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
Grantee:
City of Pa!o Alto
Grantor:
Peninsula Corridor Joint
Powers Board
Mayor
ATTEST:
Executive Director
ATTEST:
Clerk Secretary
APPROVED AS TO FORM:APPROVED AS TO FORM:
City Attorney Attorney
APPROVED:
City Manager
Director of Public Works
Deputy City Manager,
Administrative Services
Risk Manager
Manager, Real Property
274913.3 - !6 -
INSERT NOTARY’S ACKNOWLEDGEMENT PAGE HERE
274913.3
EXHIBIT A
274913.3
SAwN FRAaNCISQUITO CP~EK / ALMA AUGUST 18, 1995
REQUESTED BY: D. JACOBS
APPROVED/PREPARED BY: J. D. KIEHL
CHECKED BY: J. BOL~QUIN "~5
CHECKED BY: J. REMLEY ~/
LEGAL DESCRSPTION
CITY OF PALO ALTO / PENINSULA CORRIDOR JOINT POWERS BOARD
LEASE AGREEM]ENT
PARCEL 1
A portion of that real property in the City of Palo Alto, County of Santa Clara, State of California
described as follows;
37" East 14.50 feet and North 85° 49’ 27" East 202.50 feet, from the most easterly corner of that
0.691 acre parcel shown upon that map entitled "SURVEY OF LOTS 37 AND 38 STANFORD
UNIVERSITY LA_NDS, PALO ALTO CALIFORNIA" dated August 1955, on file in the Office of
Public Works and Engineering, City of Palo Alto (City of Palo Alto reference number 250-1919-
00~/002);
"It-I~NCE northeasterly along the northwesterly line of Palo Alto Avenue, North 85 ° 49’ 27" East
43.48 feet to the northeasterly Right-Of-Way line of Peninsula Corridor Joint Powers Board;
THENCE along the northeasterly Right-Of-Way line of Peninsula Corridor Joint Powers Board
(formerly lands of Southern Pacific Railroad Company) North 50° 32’ 37" West 357.42 feet to the
centerline of San Francisquito Creek;
THENCE along said centerline of San Francisquito Creek South 39° 24’ 57" West 30.00 feet;.
THENCE South 50° 32’ 37" East 325.93 feet to the northwesterly line of Palo Alto Avenue, the
Point of Beginning;
Parcel 1 contains 10,250 square feet or 0.235 acres more or less.
Said Parcel 1 is shown on attached map Exhibit "B" (sheet 2 of 2) and made a part hereof.
END OF DESCRIPTION
EXHIBIT "A"
JDK:jdk
C: \V~P 6 t \S FALNLA
H1073195.DWG
EXHIBIT B
274913,3
UN!TI
BOOK 4-’~--.MENLO PARK
UARCH
Attachment 2
AMENDMENT NO. ONE TO AGREEMENT
BETWEEN THE CITY OF PALO ALTO AND
CITY OF MENLO PARK
This Amendment No. One to Agreement ("Amendment") is
entered into , by and between the CITY OF PALO
ALTO, a chartered city and a municipa! corporation of the State of
California ("Palo Alto"), and the CITY OF MENLO PARK, a general law
city and a municipal corporation of the State of California ("Menlo
Park").
RECITALS:
WHEREAS, on December 20, 1994, an agreement ("Agreement")
was entered into between the parties for the sharing of costs of
designing and constructing a pedestrian and bicycle path bridge
across San Francisq~ito Creek between Pa!o Alto and Menlo Park and
the preparation of related documents ("Project"); and
WHEREAS, the parties wish to amend the Agreement by
modifying the participation amounts and the termination date and
providing for the contingency of a Proposition 116 funding
reimbursement;
NOW, THEREFORE, in consideration of the covenants, terms,
conditions, and provisions of this Amendment, the parties agree:
SECTION I.
to read as follows:
Section 2 of the Agreement is hereby amended
"2. Participation Amount. It is agreed that Palo
Alto and Menlo Park shall share the full costs of the
Project, but excluding City staffing costs and
Proposition 116 funding. Proposition 116 funding is set
at $196,650 to cover a substantial portion of the costs
for the bridge, paths, signing, striping, roadway
connections, lighting, inspection, testing, environmental
review, construction management and design and
engineering services. The remaining costs will be shared
by Palo Alto and Menlo Park with the Peninsula Corridor
Joint Powers Board, a public agency. In no event shall
Menlo Park’s share of the costs exceed $30,000 without
the prior approval of Menlo Park and Palo Alto. The
maximum additional amount of $19,000 in costs to be borne
by Menlo Park, originally established at $ii,000, is
attributable to a change in the scope of work to be
performed within the city limits of Menlo Park. The
obligation of Menlo Park to contribute any sum in excess
of $!i,000 will be contingent upon the receipt by Menlo
Park of a grant from the Metropolitan Transportation
Commission ("MTC"). Any amount granted to Menlo Park by
the MTC for the Project shall be contributed by Menlo
Park to Palo Alto for purposes connected with the
Project."
960509 syn 0070899
!
follows:
SECTION 2.Section ii is hereby amended to read as
"II. Termination. This Agreement shall terminate on
December 31, 1996 if Palo Alto has not awarded a contract
for construction of the Project prior to October 19,
1996, unless the termination date is extended by mutual
agreement. In the event of such termination, Palo Alto
shall refund to Menlo Park any and al! sums advanced by
Menlo Park, less all costs and expenditures theretofore
made by Palo Alto for items described herein as part of
Men!o Park’s Work. This Agreement may be terminated by
either party at any time prior to ten days before the
award of contract for the Project construction by serving
written notice upon the other party, subject to the
aforementioned conditions."
SECTION 3. Except as herein modified, all other
provisions of the Agreement, including any exhibits and subsequent
amendments thereto, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have by their duly
authorized representatives executed this Amendment on the date
first above written.
A RO A O :
@it-y Attorney
William L. McClure
CITY OF MENLO PARK
er Janet M. Dolan
:
City CJerk - Jaye M o Cart
APPROVED AS TO FORM:CITY OF PALO ALTO
Senior Asst. City Attorney
APPROVED:
City Manager
Director of Public Works
Deputy City Manager,
Administrative Services
960509 syn 0070899
2
ALMA STREET BICYCLE BRIDGE
MAINTENANCE AGREEMENT
Attachment 3
THIS AGREEMENT is entered into on , 1996,
by and between the CITY OF PALO ALTO, a chartered city and a
municipal corporation duly organized and existing under the laws of
the State of California ("Palo Alto") and CITY OF MENLO PARK, a
municipal corporation duly organized and existing under the laws of
the State of California ("Men!o Park").
RECITALS:
WHEREAS, a bicycle and pedestrian bridge "Bridge") which
connects Alma St:eet in the city of Palo Alto with Alma Street in
the city of Menlo Park, wil! be constructed and iz~roved over San
Francisquito Creek; and
WHEREAS, the parties desire to share in equal amounts,
the costs of repairing and maintaining the Bridge, which lies, in
part, in each of the cities; and
WHERE,{, Palo Alto will undertake on the behalf of the
parties the per~armance of all repair and maintenance work to the
Bridge;
NOW, THEREFORE, in consideration of the following
covenants, agreements, terms, and conditions, the parties agree:
i. TERM. The term of this Agreement shall commence
upon its execution by the parties, and shall continue for so long
as Palo Alto and Menlo Park or their successors jointly own and
maintain the Bridge.
2. LICENSE TO ENTER. Menlo Park hereby grants Palo
Alto, its officers, employees, agents and representatives the right
to use the Menlo Park streets for ingress and egress and to enter
onto, over, and across the public property of Menlo Park for
purposes of performing its obligations and exercising all rights,
express or implied, under this Agreement.
3. GENERAL OBLIGATION OF PALO ALTO. Palo Alto shall
maintain and repair or cause to be maintained and repaired the
Bridge. The maintenance and repair activities shall consist of all
reasonably necessa_~y janitorial services, site inspection services,
lighting fixture.% replacement services, bridge parts replacement
services, including, without limitation: (a) keeping the Bridge
clean and free of all garbage, trash, and debris; (b) replacing all
lighting fixtures, including light bulbs and ballasts, which are
damaged or missing, or are defective, within a reasonable time
after Palo Alto has obtained knowledge of damage to, defect in, or
absence from, the Bridge, or part thereof; (c) inspecting the
Bridge and repairing or replacing any damaged or defective parts
within a reasonable time; and (d) removing graffiti. Maintenance
shall be performed in accordance with a time schedule established
960408 syn 0070935
by Palo Alto to the extent Palo Alto acting in its sole discretion
determines that it is practicable and feasible to establish such
schedule.
4. GENERAL OBLIGATION OF MENLO PARK. Menlo Park shall
inform Palo Alto’s Public Works Department, Operations Division,
telephone number 496-6974 in a timely manner of the necessity for
the performance of~maintenance.of, or repairs or other services to,
any portion of the Bridge which lies in the city limits of Menlo
Park to the extent Menlo Park has actual knowledge of any condition
of the Bridge which requires the prompt attention of Palo Alto.
5. SH~ING OF COSTS. Menlo Park shall reimburse Palo
Alto for one-halfof all costs and expenses in connection with the
repair, maintenance and operation of the Bridge, including
electricity charges for br±dge lighting actually incurred by Palo
Alto within thirty (30) days of its receipt of a bil! from Palo
Alto for sair~e. Pa!o Alto shall prepare an annual statement of the
actual costs and submit the bill to Menlo Park by September 30 of
each year for the costs incurred during the immediately preceding
fiscal year, July i to June 30.
6. WAIVER AND RELEASE. Neither party nor any of its
council members, officers, employees, agents or representatives
shall be liable to the other party, or its successor or assign, for
any damage, loss, or liability, arising in connection with the
ownership, operation, construction, maintenance or repair of the
Bridge, excepting those obligations imposed solely on a party under
this Agreement. Each party hereby waives and releases any and al!
claims or causes of action which it may assert against the other
party, its council members, officers, employees, or agents,
excepting those obligations imposed solely on a party under this
Agreement, and excepting any claim based on the sole negligent acts
or omissions of a party, its officers, employees, or agents.
7. INDEMNIFICATION. A party shall indemnify, defend,
and hold harmless, the other party, its counci! members, officers,
employees, and agents, from and against any and all liability,
losses, damages, claims, costs, and expenses, for injury or damage
to person, including death, or property, of any nature whatsoever,
arising in connection with or as a result of its negligent
performance of or failure to perform its obligations under this
Agreement. A party’s indemnity shall not extend to or include
damages and claims based upon, or resulting from, the negligent or
criminal acts of third parties.
8. INSURANCE. Each party shall self-insure its interest
in the Bridge and its performance under this Agreement.
9. DESTRUCTION OF BRIDGE. In the event that the Bridge
is partially destroyed from any cause thereby rendering the Bridge,
in whole or in part, inaccessible or unusable, Palo Alto shall
promptly restore and repair the Bridge to the extent necessary to
restore ful! public access between the paths connected by the
Bridge, provided the parties first mutually agree that Palo Alto
960408 s.vn 0070935
shall take such action. In the event that the Bridge is
substantially destroyed, as determined by Palo Alto, then Palo Alto
shall have no obligation to repair or restore the Bridge.
I0. NOTICES. Unless otherwise specified in this
Agreement, all notices required to be given under the Agreement
shall be given, in writing, and mailed, postage prepaid, by
certified mail, and addressed, as fol!ows:
To Palo Alto:City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301
ATTN: Dept. of Public Works
To Menlo Park:City of Menlo Park
701 Laurel Street
Menlo Park, ~h 94025
AT~-~-: Maintenance
The address of any party may be changed from time to time by
dispatch of written notice given to the other party in the manner
set forth herein. Notices given in the manner set forth herein
shal! be deemed received within five (5) days after deposit in the
mai!.
l!. WAIVER. The waiver of any breach or violation of
any covenant, term, condition or provision of this Agreement, or of
any ordinance or law, shall not be deem@d to be a waiver of any
other breach or violation or subsequent breach or violation of the
same or o£ any other term, covenant, provision, condition,
ordinance or law.
12. COSTS AND ATTORNEYS’ FEES. The prevailing party in
any action brought to enforce the covenants, terms, conditions or
provisions of this Agreement may recover from the other party its
reasonable costs" and attorneys’ fees expended in connection with
such action as may be awarded by a court of competent jurisdiction.
13. ~XHIBITS. Al! e_w_hibits referred to in this Agreement
or in any duly executed amendment to this Agreement are by such
reference incorporated in this Agreement and made a part hereof.
14. SEVERABILITY. If a court of competent jurisdiction
finds or rules that any provision of this Agreement is void or
unenforceable, the other provisions of this Agreement shall remain
in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in Palo Alto, County of Santa Clara as of
the date first above written.
CITY OF PALO ALTO
City Manager Ci~ Manaser
APPROVED AS TO FORM:
Senior Asst. City Attorney
APPROVED:
Deputy City Manager
Administrative Services
City Attorney
Director of ~u~!ic Works
Director of Public Works
960408 syn 0070935