Common use of IT IS MUTUALLY AGREED Clause in Contracts

IT IS MUTUALLY AGREED. 1. To abide by all applicable Federal, State and Local laws and regulations pertaining to the PROJECT WORK, including policies in the applicable program in the Measure I 2010- 2040 Strategic Plan, as amended, as of the Effective Date of this AGREEMENT. 2. The final PROJECT WORK cost may ultimately exceed current estimates of PROJECT WORK cost. Any additional eligible costs resulting from unforeseen conditions over the estimated total of the PROJECT WORK cost shall be borne by CITY unless prior authorization has been approved by the SBCTA Board of Directors pursuant to Section III, Paragraph 3 of this AGREEMENT. 3. In the event CITY determines PROJECT WORK costs may exceed the not to exceed amount identified in Section I, Paragraph 1, CITY shall inform SBCTA of this determination and thereafter the Parties shall work together in an attempt to agree upon an amendment to the PROJECT WORK amounts identified in this AGREEMENT. In no event, however, shall SBCTA be responsible for PROJECT WORK costs in excess of the amounts identified herein absent a written amendment to this AGREEMENT that is approved and signed by both Parties. 4. Eligible PROJECT WORK reimbursements shall include only those costs incurred by CITY for PROJECT WORK-specific work activities that are described in this AGREEMENT and shall not include escalation or interest. 5. Neither SBCTA nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction delegated to CITY under this AGREEMENT. It is understood and agreed that, pursuant to Government Code Section 895.4, CITY shall fully defend, indemnify and save harmless SBCTA, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction delegated to CITY under this AGREEMENT. CITY’s indemnification obligation applies to SBCTA’s “active” as well as “passive” negligence but does not apply to SBCTA’s “sole negligence” or “willful misconduct” within the meaning of Civil Code Section 2782. 6. Neither CITY nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by SBCTA under or in connection with any work, authority or jurisdiction delegated to SBCTA under this AGREEMENT. It is understood and agreed that, pursuant to Government Code Section 895.4, SBCTA shall fully defend, indemnify and save harmless CITY, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by SBCTA under or in connection with any work, authority or jurisdiction delegated to SBCTA under this AGREEMENT. SBCTA’s indemnification obligation applies to CITY’s “active” as well as “passive” negligence but does not apply to CITY’s “sole negligence” or “willful misconduct” within the meaning of Civil Code Section 2782. 7. In the event CITY and/or SBCTA is found to be comparatively at fault for any claim, action, loss or damage which results from their respective obligations under this AGREEMENT, CITY and/or SBCTA shall indemnify the other to the extent of its comparative fault. 8. This AGREEMENT will be considered terminated upon reimbursement of all eligible costs by SBCTA or June 30, 2029, whichever is sooner, provided that the provisions of Paragraphs 6, 7, 8, 9, and 10 of Section II, and Paragraphs 5, 6 and 7 of Section III, shall survive the termination of this AGREEMENT. The AGREEMENT may also be terminated by SBCTA, in its sole discretion, in the event the PROJECT WORK described in Attachment A has not been initiated by CITY within twelve (12) months of the Effective Date of this AGREEMENT. 9. SBCTA may terminate this Agreement if CITY fails to perform according to the terms of this AGREEMENT and if this failure jeopardizes the delivery of the PROJECT WORK according to the terms herein. 10. The Recitals to this AGREEMENT are true and correct and are incorporated into this AGREEMENT. 11. Attachment A (Description of Project and Milestones) and Attachment B (Summary of Estimated Costs) are attached to and incorporated into this AGREEMENT. 12. The AGREEMENT may be signed in counterparts, each of which shall constitute an original. 13. This AGREEMENT is effective and shall be dated on the date executed by SBCTA (“Effective Date”).

IT IS MUTUALLY AGREED. 1. To abide by all applicable Federal, State and Local laws and regulations pertaining to the PROJECT WORKPROJECT, including policies in the applicable program in the Measure I 2010- 2040 Strategic Plan, as amended, as of the Effective Date of this AGREEMENTAgreement. 2. The final PROJECT WORK cost may ultimately exceed current estimates of PROJECT WORK cost. Any additional eligible costs resulting from unforeseen conditions over the estimated total of the PROJECT WORK cost cost, shall be borne by CITY JPA unless prior authorization has been approved by the SBCTA Board of Directors pursuant to Section III, Paragraph 3 of this AGREEMENT.Agreement; 3. In the event CITY JPA determines PROJECT WORK costs work may exceed the not to exceed amount identified in Section I, Paragraph 1, CITY JPA shall inform SBCTA of this determination and thereafter the Parties shall work together in an attempt to agree upon an amendment to the PROJECT WORK amounts identified in this AGREEMENTAgreement. In no event, however, shall SBCTA be responsible for PROJECT WORK costs in excess of the PROJECT amounts identified herein absent a written amendment to this AGREEMENT Agreement that is approved and signed by both the Parties. 4. Eligible PROJECT WORK reimbursements shall include only those costs incurred by CITY JPA for PROJECT WORKPROJECT-specific work activities that are described in this AGREEMENT Agreement and shall not include escalation or interest. 5. Neither SBCTA nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by CITY JPA under or in connection with any work, authority or jurisdiction delegated to CITY JPA under this AGREEMENTAgreement. It is understood and agreed that, pursuant to Government Code Section 895.4, CITY JPA shall fully defend, indemnify and save harmless SBCTA, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by CITY JPA under or in connection with any work, authority or jurisdiction delegated to CITY JPA under this AGREEMENTAgreement. CITYJPA’s indemnification obligation applies to SBCTA’s “active” as well as “passive” negligence but does not apply to SBCTA’s “sole negligence” or “willful misconduct” within the meaning of Civil Code Section 2782. 6. Neither CITY JPA nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by SBCTA under or in connection with any work, authority or jurisdiction delegated to SBCTA under this AGREEMENTAgreement. It is understood and agreed that, pursuant to Government Code Section 895.4, SBCTA shall fully defend, indemnify and save harmless CITYJPA, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by SBCTA under or in connection with any work, authority or jurisdiction delegated to SBCTA under this AGREEMENTAgreement. SBCTA’s indemnification obligation applies to CITYJPA’s “active” as well as “passive” negligence but does not apply to CITYJPA’s “sole negligence” or “willful misconduct” within the meaning of Civil Code Section 2782. 7. In the event CITY and/or SBCTA is found to be comparatively at fault for any claim, action, loss or damage which results from their respective obligations under this AGREEMENT, CITY and/or SBCTA shall indemnify the other to the extent of its comparative fault. 8. This AGREEMENT Agreement will be considered terminated upon reimbursement of all eligible costs by SBCTA or June 30, 20292022, whichever is sooner, provided that the provisions of Paragraphs 5, 6, 7, 8, 9, and 10 9 of Section II, and Paragraphs 5, 5 and 6 and 7 of Section III, shall survive the termination of this AGREEMENTAgreement. The AGREEMENT Agreement may also be terminated by SBCTA, in its sole discretion, in the event the PROJECT WORK work described in Attachment A has not been initiated by CITY JPA within twelve (12) months of the Effective Date of this AGREEMENTAgreement. 98. SBCTA may terminate this Agreement if CITY JPA fails to perform according to the terms of this AGREEMENT Agreement and if this failure jeopardizes the delivery of the PROJECT WORK according to the terms herein. 109. The Recitals to this AGREEMENT Agreement are true and correct and are incorporated into this AGREEMENTAgreement. 1110. Attachment A A, The High Desert Corridor Project (Description of Project and Milestones) ), and Attachment B B, High Desert Corridor Project (Summary of Estimated Costs) ), are attached to and incorporated into this AGREEMENTAgreement. 1211. The AGREEMENT This Agreement may be signed in counterparts, each of which shall constitute an original. 1312. This AGREEMENT Agreement is effective and shall be dated on the date executed by SBCTA. In witness whereof, the Parties have executed this Agreement by their authorized signatories below. SAN BERNARDINO COUNTY HIGH DESERT CORRIDOR TRANSPORTATION AUTHORITY JOINT POWERS AUTHORITY By: By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, JPA Chairman Board of Directors Date: Date: APPROVED AS TO FORM APPROVED AS TO FORM: By: By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ SBCTA (“Effective General Counsel Supervising Deputy County Counsel Date”).: By: ▇▇▇▇▇▇▇ ▇▇▇▇ Procurement Manager Date:

IT IS MUTUALLY AGREED. 1. The Recitals stated above are true and correct, and are fully incorporated by this reference. 2. To abide by all applicable Federalfederal, State state, and Local local laws and regulations pertaining to the PROJECT WORKPROJECT, including policies in the applicable program in the Measure I 2010- 2040 Strategic Plan, as amended, as of the Effective Date date of execution of this AGREEMENT. 2. The final PROJECT WORK cost may ultimately exceed current estimates of PROJECT WORK cost. Any additional eligible costs resulting from unforeseen conditions over the estimated total of the PROJECT WORK cost shall be borne by CITY unless prior authorization has been approved by the SBCTA Board of Directors pursuant to Section III, Paragraph 3 of this AGREEMENTAgreement. 3. In the event CITY determines PROJECT WORK costs may SANBAG’s financial responsibility shall not exceed the not to exceed amount identified 19.7% of eligible expenditures as listed in Section I, Paragraph 1, CITY shall inform SBCTA of this determination and thereafter the Parties shall work together in an attempt to agree upon Attachment A. Absent an amendment to this Agreement, reimbursement or credit for the PROJECT WORK amounts identified in this AGREEMENT. In no eventshall be limited to $393,015, however, shall SBCTA be responsible for PROJECT WORK costs in excess the public share of the amounts identified herein absent a written amendment estimated cost of the PROJECT for which funds have been allocated by the SANBAG Board of Directors, or to this AGREEMENT that the actual cost, whichever is approved and signed by both Partiesless. The Agreement shall be amended, if applicable, to incorporate the project cost information included in the most current SANBAG Board-adopted version of the Nexus Study. 4. Eligible PROJECT WORK reimbursements reimbursement shall include only those costs incurred by CITY CALTRANS and COUNTY for PROJECT WORKPROJECT-specific work activities that are described in this AGREEMENT Agreement and shall not include escalation or interest. 5. Neither SBCTA ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by CITY COUNTY under or in connection with any work, authority or jurisdiction delegated to CITY COUNTY under this AGREEMENTAgreement. It is understood and agreed that, pursuant to Government Code Section 895.4, CITY COUNTY shall fully defend, indemnify and save harmless SBCTASANBAG, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by CITY COUNTY under or in connection with any work, authority or jurisdiction delegated to CITY COUNTY under this AGREEMENTAgreement. CITY’s indemnification obligation applies COUNTY is an authorized self-insured public entity for purposes of Professional Liability, General Liability, Automobile Liability and Workers’ Compensation and warrants that through its program of self insurance, it has adequate coverage or resources to SBCTA’s “active” as well as “passive” negligence but does not apply to SBCTA’s “sole negligence” protect against liabilities arising out of the performance of the terms, conditions or “willful misconduct” within the meaning obligations of Civil Code Section 2782this agreement. 6. Neither CITY COUNTY nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by SBCTA SANBAG under or in connection with any work, authority or jurisdiction delegated to SBCTA SANBAG under this AGREEMENTAgreement. It is understood and agreed that, pursuant to Government Code Section 895.4, SBCTA SANBAG shall fully defend, indemnify and save harmless CITYCOUNTY, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by SBCTA SANBAG under or in connection with any work, authority or jurisdiction delegated to SBCTA SANBAG under this AGREEMENTAgreement. SBCTA’s indemnification obligation applies SANBAG has and maintains policies of insurance for Professional Liability, General Liability, Automobile Liability and Workers’ Compensation and warrants that it has adequate coverage or resources to CITY’s “active” as well as “passive” negligence but does not apply to CITY’s “sole negligence” protect against liabilities arising out of the performance of the terms, conditions or “willful misconduct” within the meaning obligations of Civil Code Section 2782this Agreement. 7. In the event CITY and/or SBCTA This Agreement is found expressly subordinated to any bonds, notes, certificates or other evidences of indebtedness involved in bond financings as are now outstanding or as may hereafter be comparatively at fault for any claim, action, loss or damage which results from their respective obligations under this AGREEMENT, CITY and/or SBCTA shall indemnify the other to the extent of its comparative faultissued by SANBAG. 8. This AGREEMENT Agreement will be considered terminated upon reimbursement of all eligible costs by SBCTA or June 30, 2029, whichever is sooner, provided that the provisions of Paragraphs 6, 7, 8, 9, and 10 of Section II, and Paragraphs 5, 6 and 7 of Section III, shall survive the termination of this AGREEMENTSANBAG. The AGREEMENT Agreement may also be terminated by SBCTASANBAG, in its sole discretion, in the event the PROJECT WORK work described in Attachment A has not been initiated by CITY or let within twelve twenty-four (1224) months of the Effective Date date of execution of this AGREEMENTAgreement. 9. SBCTA The terms of this Agreement represent the consent of the COUNTY to provide the full development share for the PROJECT required by the SANBAG Nexus Study and that failure to contribute the development share according to the terms of this Agreement does not obligate SANBAG to provide supplemental funds or otherwise remedy that failure. SANBAG may terminate this Agreement if CITY the COUNTY fails to perform according to the terms of this AGREEMENT Agreement and if this failure jeopardizes the delivery of the PROJECT WORK according to the terms herein. 10. The Recitals to Effective Date of this AGREEMENT are true and correct and are incorporated into this AGREEMENT. 11. Attachment A (Description of Project and Milestones) and Attachment B (Summary of Estimated Costs) are attached to and incorporated into this AGREEMENT. 12. The AGREEMENT may be signed in counterparts, each of which shall constitute an original. 13. This AGREEMENT Agreement is effective and shall be dated on the date executed by SBCTA (“Effective that SANBAG executes this Agreement. San Bernardino County County of San Bernardino Transportation Authority By: By: W. E. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ President, SANBAG Board of Chair, Board of Supervisors Directors Date”): Date: APPROVED AS TO FORM APPROVED AS TO FORM AND PROCEDURE: By: By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ SANBAG General Counsel Deputy County Counsel Date: Date: Construct interim improvements to the Interstate 15/Sierra Avenue Interchange, which consist of signalizing and widening northbound and southbound ramp intersections at Sierra Avenue, widening Sierra Avenue from Riverside Avenue to north of southbound Interstate 15 off-ramp, and drainage improvements.

IT IS MUTUALLY AGREED. 1. To abide by all applicable Federal, State The term of this Agreement shall be from the date first written above through and Local laws and regulations pertaining including two years from date above. This Agreement shall be automatically renewed for an additional two-year period on the last day of each two-year term unless a PARTY notifies the other PARTY in writing within thirty (30) calendar days prior to the PROJECT WORK, including policies in automatic renewal of this Agreement of its intention that this Agreement expire at the applicable program in the Measure I 2010- 2040 Strategic Plan, as amended, as completion of the Effective Date of this AGREEMENTtwo-year term then in effect. 2. The final PROJECT WORK cost may ultimately exceed current estimates of PROJECT WORK cost. Any additional eligible costs resulting from unforeseen conditions over the estimated total This Agreement shall not become effective until and unless approved by appropriate official action of the PROJECT WORK cost shall be borne by CITY unless prior authorization has been approved by the SBCTA Board governing body of Directors pursuant to Section III, Paragraph 3 of this AGREEMENTeach PARTY. 3. In The DEPARTMENT retains ownership of all SIGNAL SYSTEMS that govern traffic movements along the event CITY determines PROJECT WORK costs DEPARTMENT’s State Maintained Highways/Routes within the DEPARTMENT’s right-of-way. Portions of these SIGNAL SYSTEMS may exceed be located within the not to exceed amount identified in Section I, Paragraph 1, CITY AGENCY’s jurisdictional boundaries or may be included entirely by virtue of prior maintenance responsibilities. 4. A listing of SIGNAL SYSTEMS shall inform SBCTA of this determination and thereafter the Parties shall work together in an attempt to agree be mutually agreed upon an amendment to the PROJECT WORK amounts identified in this AGREEMENT. In no event, however, shall SBCTA be responsible for PROJECT WORK costs in excess of the amounts identified herein absent a written amendment to this AGREEMENT that is approved and signed by both Parties. 4PARTIES upon execution of this Agreement. Eligible PROJECT WORK reimbursements shall include only those costs incurred As SIGNAL SYSTEMS are added and subtracted from the listing due to new construction, relinquishment of roadways or other occurrences, the DEPARTEMENT District Engineer and the AGENCY City Engineer will agree upon any revisions and sign and date an updated listing. The updated list will replace each succeeded list and be available in each PARTY’s records office with a copy sent by CITY for PROJECT WORK-specific work activities that are described the DEPARTMENT District Engineer to the Signals, Lighting and ITS Manager 1 in this AGREEMENT and shall not include escalation or interestthe DEPARTMENT’s Traffic Operations Division. 5. Neither SBCTA nor any officer or employee thereof The AGENCY is responsible exempt from being required to obtain a formal permit from the DEPARTMENT for any injuryroutine maintenance work on the SIGNAL SYSTEMS. The required coordination with the Department Permit Office is set forth in Article I, damage or liability occurring or arising by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction delegated to CITY under this AGREEMENT. It is understood and agreed that, pursuant to Government Code Section 895.4, CITY shall fully defend, indemnify and save harmless SBCTA, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction delegated to CITY under this AGREEMENT. CITY’s indemnification obligation applies to SBCTA’s “active” as well as “passive” negligence but does not apply to SBCTA’s “sole negligence” or “willful misconduct” within the meaning of Civil Code Section 2782Paragraph 8. 6. Neither CITY nor If the AGENCY annexes areas with SIGNAL SYSTEMS within DEPARTMENT rights-of-way, then this Agreement shall supersede any officer or employee thereof is responsible previous agreements for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by SBCTA under or in connection with any work, authority or jurisdiction delegated to SBCTA under this AGREEMENT. It is understood and agreed that, pursuant to Government Code Section 895.4, SBCTA shall fully defend, indemnify and save harmless CITY, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by SBCTA under or in connection with any work, authority or jurisdiction delegated to SBCTA under this AGREEMENT. SBCTA’s indemnification obligation applies to CITY’s “active” as well as “passive” negligence but does not apply to CITY’s “sole negligence” or “willful misconduct” within the meaning of Civil Code Section 2782these devices. 7. In This Agreement may be terminated by either PARTY prior to the event CITY and/or SBCTA is found to date set forth above, provided that a termination shall not be comparatively at fault effective until thirty (30) calendar days after a PARTY has served written notice upon the other PARTY. This Agreement may be terminated by mutual consent of both PARTIES or unilaterally by either PARTY without cause. The PARTIES expressly agree that this Agreement shall be terminated immediately if for any claimreason federal and/or State Legislature funding ability to satisfy this Agreement is withdrawn, actionlimited, loss or damage which results from their respective obligations under this AGREEMENT, CITY and/or SBCTA shall indemnify the other to the extent of its comparative faultimpaired. 8. This AGREEMENT will All notices or other communications required or permitted to be considered terminated upon reimbursement of all eligible costs given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally in hand, by SBCTA telephonic facsimile with simultaneous regular mail, or June 30mailed certified mail, 2029return receipt requested, whichever is sooner, provided that postage prepaid on the provisions of Paragraphs 6, 7, 8, 9date posted, and 10 addressed to the other PARTY at the address set forth below: FOR DEPARTMENT: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, P.E., Director Attn.: ▇▇▇▇▇ ▇▇▇▇▇▇▇, P.E., SLI Manager Nevada Department of Section IITransportation Division: Traffic Operations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Carson City, and Paragraphs 5NV 89712 Phone: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇▇@▇▇▇.▇▇.▇▇▇ FOR AGENCY: ▇▇▇▇▇ ▇▇▇▇▇▇▇, 6 and 7 P.E., City Engineer City of Section IIIFernley ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇, shall survive the termination of this AGREEMENT. The AGREEMENT may also be terminated by SBCTA, in its sole discretion, in the event the PROJECT WORK described in Attachment A has not been initiated by CITY within twelve ▇▇ ▇▇▇▇▇ Phone: (12▇▇▇) months of the Effective Date of this AGREEMENT▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ 9. SBCTA may terminate Failure of either PARTY to perform any obligation of this Agreement if CITY fails to perform according to shall be deemed a breach. Except as otherwise provided for by law or this Agreement, the terms of this AGREEMENT rights and if this failure jeopardizes the delivery remedies of the PROJECT WORK according PARTIES shall not be exclusive and are in addition to the terms hereinany other rights and remedies provided by law or equity, including but not limited to actual damages, and to a prevailing PARTY’s reasonable attorney’s fees and costs. 10. The Recitals PARTIES do not waive and intend to assert available NRS Chapter 41 liability limitations in all cases. Agreement liability of both PARTIES shall not be subject to punitive damages. Actual damages for any Department breach shall never exceed the amount of funds which have been appropriated for payment under this AGREEMENT are true and correct and are incorporated into this AGREEMENTAgreement, but not yet paid, for the fiscal year budget in existence at the time of the breach. 11. Attachment A (Description Neither PARTY shall be deemed to be in violation of Project this Agreement if it is prevented from performing any of its obligations hereunder due to strikes, failure of public transportation, civil or military authority, act of public enemy, accidents, fires, explosions, or acts of God, including without limitations, earthquakes, floods, winds, or storms. In such an event the intervening cause must not be through the fault of the PARTY asserting such an excuse, and Milestones) and Attachment B (Summary the excused PARTY is obligated to promptly perform in accordance with the terms of Estimated Costs) are attached to and incorporated into this AGREEMENTthe Agreement after the intervening cause ceases. 12. The AGREEMENT may be signed in counterpartsTo the fullest extent of NRS Chapter 41 liability limitations, each PARTY shall indemnify, hold harmless and defend, not excluding the other’s right to participate, the other from and against all liability, claims, actions, damages, losses, and expenses, including but not limited to reasonable attorney’s fees and costs, arising out of any alleged negligent or willful acts or omissions of the PARTY, its officers, employees and agents. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity, which would otherwise exist as to any PARTY or person, described herein. This indemnification obligation is conditioned upon service of written notice to the other PARTY within thirty (30) days of the indemnified PARTY’s notice of actual or pending claim or cause of action. The indemnifying PARTY shall constitute an originalnot be liable for reimbursement of any attorney’s fees and costs incurred by the indemnified PARTY due to said PARTY exercising its right to participate with legal counsel. 13. This AGREEMENT The PARTIES are associated with each other only for the purposes and to the extent set forth in this Agreement. Each PARTY is effective and shall be dated a public agency separate and distinct from the other PARTY and shall have the right to supervise, manage, operate, control, and direct performance of the details incident to its duties under this Agreement. Nothing contained in this Agreement shall be deemed or construed to create a partnership or joint venture, to create relationships of an employer-employee or principal-agent, or to otherwise create any liability for one agency whatsoever with respect to the indebtedness, liabilities, and obligations of the other agency or any other PARTY. 14. Failure to declare a breach or the actual waiver of any particular breach of the Agreement or its material or nonmaterial terms by either PARTY shall not operate as a waiver by such PARTY of any of its rights or remedies as to any other breach. 15. The illegality or invalidity of any provision or portion of this Agreement shall not affect the validity of the remainder of the Agreement and this Agreement shall be construed as if such provision did not exist. The unenforceability of such provision or provisions shall not be held to render any other provision or provisions of this Agreement unenforceable. 16. Neither PARTY shall assign, transfer, or delegate any rights, obligations, or duties under this Agreement without the prior written consent of the other PARTY. 17. Except as otherwise provided by this Agreement, all or any property presently owned by either PARTY shall remain in such ownership upon termination of this Agreement, and there shall be no transfer of property between the PARTIES during the course of this Agreement. 18. Pursuant to NRS 239.010, information or documents may be open to public inspection and copying. The PARTIES will have the duty to disclose unless a particular record is confidential by law or a common law balancing of interests. 19. Each PARTY shall keep confidential all information, in whatever form, produced, prepared, observed, or received by that PARTY to the extent that such information is confidential by law or otherwise required by this Agreement. 20. The PARTIES hereto represent and warrant that the person executing this Agreement on behalf of each PARTY has full power and authority to enter into this Agreement, and that the date executed PARTIES are authorized by SBCTA (“Effective Date”)law to perform the services set forth herein. 21. This Agreement and the rights and obligations of the PARTIES hereto shall be governed by, and construed according to, the laws of the State of Nevada. The PARTIES consent to the exclusive jurisdiction of the Nevada district courts for enforcement of this Agreement. 22. It is specifically agreed between the PARTIES executing this Agreement that it is not intended by any of the provisions of any part of this Agreement to create in the public or any member thereof a third PARTY beneficiary status hereunder, or to authorize anyone not a PARTY to this Agreement to maintain a suit for personal injuries or property damage pursuant to the terms or provisions of this Agreement. 23. This Agreement constitutes the entire agreement of the PARTIES and such is intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter hereof. Unless an integrated attachment to this Agreement specifically displays a mutual intent to amend a particular part of this Agreement, general conflicts in language between any such attachment and this Agreement shall be construed consistent with the terms of this Agreement. Unless otherwise expressly authorized by the terms of this Agreement, no modification or amendment to this Agreement shall be binding upon the PARTIES unless the same is in writing and signed by the respective PARTIES hereto and approved by the Attorney General.

IT IS MUTUALLY AGREED. 1. To abide by all applicable Federal, State and Local laws and regulations pertaining to the PROJECT WORKPROJECT, including policies in the applicable program in the Measure I 2010- 2010-2040 Strategic Plan, as amended, as of the Effective Date of this AGREEMENTAgreement. 2. The final PROJECT WORK cost may ultimately exceed current estimates of PROJECT WORK cost. Any additional eligible costs resulting from unforeseen conditions over the estimated total of the PROJECT WORK cost shall be borne by CITY unless prior authorization has been approved by the SBCTA Board of Directors pursuant to Section III, Paragraph 3 of this AGREEMENT. 3. In the event CITY determines PROJECT WORK costs may exceed the not to exceed amount identified in Section I, Paragraph 1, CITY shall inform SBCTA of this determination and thereafter the Parties shall work together in an attempt to agree upon an amendment to the PROJECT WORK amounts identified in this AGREEMENT. In no event, however, shall SBCTA be responsible for PROJECT WORK costs in excess of the amounts identified herein absent a written amendment to this AGREEMENT that is approved and signed by both Parties. 4. Eligible PROJECT WORK reimbursements shall include only those costs incurred by CITY COUNTY for PROJECT WORKPROJECT-specific work activities that are described in this AGREEMENT Agreement and shall not include escalation or interest. 53. Neither SBCTA AUTHORITY nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by CITY COUNTY under or in connection with any work, authority or jurisdiction delegated to CITY COUNTY under this AGREEMENTAgreement. It is understood and agreed that, pursuant to Government Code Section 895.4, CITY COUNTY shall fully defend, indemnify and save harmless SBCTAAUTHORITY, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by CITY COUNTY under or in connection with any work, authority or jurisdiction delegated to CITY COUNTY under this AGREEMENTAgreement. CITYCOUNTY’s indemnification obligation applies to SBCTAAUTHORITY’s “active” as well as “passive” negligence but does not apply to SBCTAAUTHORITY’s “sole negligence” or “willful misconduct” within the meaning of Civil Code Section 2782. 64. Neither CITY COUNTY nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by SBCTA AUTHORITY under or in connection with any work, authority or jurisdiction delegated to SBCTA AUTHORITY under this AGREEMENTAgreement. It is understood and agreed that, pursuant to Government Code Section 895.4, SBCTA AUTHORITY shall fully defend, indemnify and save harmless CITYCOUNTY, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by SBCTA AUTHORITY under or in connection with any work, authority or jurisdiction delegated to SBCTA AUTHORITY under this AGREEMENTAgreement. SBCTAAUTHORITY’s indemnification obligation applies to CITYCOUNTY’s “active” as well as “passive” negligence but does not apply to CITYCOUNTY’s “sole negligence” or “willful misconduct” within the meaning of Civil Code Section 2782. 7. In the event CITY and/or SBCTA is found to be comparatively at fault for any claim, action, loss or damage which results from their respective obligations under this AGREEMENT, CITY and/or SBCTA shall indemnify the other to the extent of its comparative fault. 85. This AGREEMENT Agreement will be considered terminated upon reimbursement of all eligible costs by SBCTA AUTHORITY or June 30July 1, 20292017, whichever is sooner, provided that the provisions of Paragraphs 6, 7, 8, 9, 9 and 10 of Section II, and Paragraphs 5, 6 3 and 7 4 of Section III, shall survive the termination of this AGREEMENTAgreement. The AGREEMENT Agreement may also be terminated by SBCTAAUTHORITY, in its sole discretion, in the event the PROJECT WORK work described in Attachment A has not been initiated or let by CITY COUNTY within twelve (12) months of the Effective Date of this AGREEMENTAgreement. 9. SBCTA may terminate this Agreement if CITY fails to perform according to the terms of this AGREEMENT and if this failure jeopardizes the delivery of the PROJECT WORK according to the terms herein. 10. The Recitals to this AGREEMENT are true and correct and are incorporated into this AGREEMENT. 11. Attachment A (Description of Project and Milestones) and Attachment B (Summary of Estimated Costs) are attached to and incorporated into this AGREEMENT. 12. The AGREEMENT may be signed in counterparts, each of which shall constitute an original. 13. This AGREEMENT is effective and shall be dated on the date executed by SBCTA (“Effective Date”).

IT IS MUTUALLY AGREED. 1. To abide by all applicable Federal, State and Local laws and regulations pertaining to the PROJECT WORKPROJECT, including policies in the applicable program in the Measure I 2010- 2040 Strategic Plan, as amended, as of the Effective Date of this AGREEMENTAgreement. 2. The final PROJECT WORK cost may ultimately exceed current estimates of PROJECT WORK cost. Any additional eligible costs resulting from unforeseen conditions over the estimated total of the PROJECT WORK cost shall be borne by CITY COUNTY unless prior authorization has been approved by the SBCTA Board of Directors pursuant to Section III, Paragraph 3 of this AGREEMENT.Agreement; 3. In the event CITY COUNTY determines PROJECT WORK costs may exceed the not to exceed amount identified in Section I, Paragraph 1, CITY COUNTY shall inform SBCTA of this determination and thereafter the Parties shall work together in an attempt to agree upon an amendment to the PROJECT WORK amounts identified in this AGREEMENTAgreement. In no event, however, shall SBCTA be responsible for PROJECT WORK costs in excess of the amounts identified herein absent a written amendment to this AGREEMENT Agreement that is approved and signed by both the Parties. 4. Eligible PROJECT WORK reimbursements shall include only those costs incurred by CITY COUNTY for PROJECT WORKPROJECT-specific work activities that are described in this AGREEMENT Agreement and shall not include escalation or interest. 5. Neither SBCTA nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by CITY COUNTY under or in connection with any work, authority or jurisdiction delegated to CITY COUNTY under this AGREEMENTAgreement. It is understood and agreed that, pursuant to Government Code Section 895.4, CITY COUNTY shall fully defend, indemnify and save harmless SBCTA, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by CITY COUNTY under or in connection with any work, authority or jurisdiction delegated to CITY COUNTY under this AGREEMENTAgreement. CITYCOUNTY’s indemnification obligation applies to SBCTA’s “active” as well as “passive” negligence but does not apply to SBCTA’s “sole negligence” or “willful misconduct” within the meaning of Civil Code Section 2782. 6. Neither CITY COUNTY nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by SBCTA under or in connection with any work, authority or jurisdiction delegated to SBCTA under this AGREEMENTAgreement. It is understood and agreed that, pursuant to Government Code Section 895.4, SBCTA shall fully defend, indemnify and save harmless CITYCOUNTY, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by SBCTA under or in connection with any work, authority or jurisdiction delegated to SBCTA under this AGREEMENTAgreement. SBCTA’s indemnification obligation applies to CITYCOUNTY’s “active” as well as “passive” negligence but does not apply to CITYCOUNTY’s “sole negligence” or “willful misconduct” within the meaning of Civil Code Section 2782. 7. In the event CITY COUNTY and/or SBCTA is found to be comparatively at fault for any claim, action, loss or damage which results from their respective obligations under this AGREEMENTAgreement, CITY COUNTY and/or SBCTA shall indemnify the other to the extent of its comparative fault. 8. This AGREEMENT Agreement will be considered terminated upon reimbursement of all eligible costs by SBCTA or June 30December 31, 20292024, whichever is sooner, provided that the provisions of Paragraphs 6, 7, 8, 9, 10, and 10 11 of Section II, and Paragraphs 5, 5 and 6 and 7 of Section III, shall survive the termination of this AGREEMENTAgreement. The AGREEMENT Agreement may also be terminated by SBCTA, in its sole discretion, in the event the PROJECT WORK described in Attachment A has not been initiated by CITY COUNTY within twelve (12) months of the Effective Date of this AGREEMENTAgreement. 9. SBCTA may terminate this Agreement if CITY COUNTY fails to perform according to the terms of this AGREEMENT Agreement and if this failure jeopardizes the delivery of the PROJECT WORK according to the terms herein. 10. The Recitals to this AGREEMENT Agreement are true and correct and are incorporated into this AGREEMENTAgreement. 11. Attachment A (A, Description of Project and Milestones) , and Attachment B (B, Summary of Estimated Costs) Costs for PROJECT, are attached to and incorporated into this AGREEMENTAgreement. 12. The AGREEMENT This Agreement may be signed in counterparts, each of which shall constitute an original. 13. This AGREEMENT Agreement is effective and shall be dated on the date executed by SBCTA (“Effective Date”)SBCTA.

IT IS MUTUALLY AGREED. 1. To abide That the Monthly Cost Reports shall include monthly totals and project totals. The numbers set forth therein shall be deemed accepted by all applicable Federal, State and Local laws and regulations pertaining to ▇▇▇▇▇▇▇ unless a detailed written objection is made thereto within ten (10) calendar days. Any written objection made in accordance with the PROJECT WORK, including policies in the applicable program in the Measure I 2010- 2040 Strategic Plan, as amended, as of the Effective Date of this AGREEMENTforegoing shall include ▇▇▇▇▇▇▇’s basis for such objection. 2. The final PROJECT WORK cost may ultimately exceed current estimates That if a dispute arises regarding any provision of PROJECT WORK cost. Any additional eligible costs resulting from unforeseen conditions over this Design Agreement, the estimated total Parties shall exercise commercially reasonable efforts to agree to a mutually acceptable solution within ten (10) calendar days of any Party’s issuance to the other Party of written notice of the PROJECT WORK cost dispute; and during the pendency of dispute resolution, CNLV shall continue to carry out its duties under Article I and ▇▇▇▇▇▇▇ shall continue to carry out its duties under Article II. If the Parties are unable to amicably resolve the dispute within the ten (10) calendar day period, the Parties shall consult with the engineer for the Faraday Project and consider the recommendations of the engineer in the Parties’ good faith efforts to reach a mutually acceptable solution. If, after consulting with the engineer, the Parties do not reach a mutually acceptable solution within ten (10) calendar days, then such dispute shall be borne resolved through binding arbitration using an arbitrator from the JAMS panel of neutrals, which arbitration shall be conducted in Clark County, Nevada and administered by CITY unless prior authorization has been approved and in accordance with JAMS’ Comprehensive Arbitration Rules and Mediation Procedures. The dispute, and the arbitration thereof, shall be governed by the SBCTA Board laws of Directors pursuant to Section III, Paragraph 3 the State of this AGREEMENTNevada. 3. In That by the event CITY determines PROJECT WORK costs may exceed the not to exceed amount identified in Section I, Paragraph 1, CITY shall inform SBCTA signing of this determination Agreement, ▇▇▇▇▇▇▇ and thereafter the Parties shall work together in an attempt CNLV affirmatively agree to agree upon an amendment to the PROJECT WORK amounts identified in this AGREEMENT. In no eventsettle all disputes, howeverclaims, shall SBCTA be responsible for PROJECT WORK costs in excess of the amounts identified herein absent a written amendment to this AGREEMENT that is approved and signed or questions by both Partiesbinding arbitration. 4. Eligible PROJECT WORK reimbursements shall include only those costs incurred by CITY for PROJECT WORK-specific work activities that are described in That this AGREEMENT Design Agreement is not, and shall not include escalation be construed as or interestdeemed to be, an agreement for the benefit of any third party or parties, and no third party or parties shall have a right of action hereunder for any cause whatsoever. 5. Neither SBCTA nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason That this Design Agreement and attached Exhibits represent the entire understanding of anything done or omitted the Parties hereto as to be done by CITY under or in connection with any work, authority or jurisdiction delegated to CITY under this AGREEMENT. It is understood and agreed that, pursuant to Government Code Section 895.4, CITY shall fully defend, indemnify and save harmless SBCTA, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction delegated to CITY under this AGREEMENT. CITY’s indemnification obligation applies to SBCTA’s “active” as well as “passive” negligence but does not apply to SBCTA’s “sole negligence” or “willful misconduct” within the meaning of Civil Code Section 2782obligations hereunder. 6. Neither CITY nor That should any officer part of this Design Agreement be rendered void, invalid or employee thereof is responsible unenforceable, by a non-appealable determination of court of competent jurisdiction, for any injuryreason, damage such determination shall not render void, invalid or liability occurring or arising by reason unenforceable the remainder of anything done or omitted to be done by SBCTA under or in connection with any work, authority or jurisdiction delegated to SBCTA under this AGREEMENT. It is understood and agreed that, pursuant to Government Code Section 895.4, SBCTA shall fully defend, indemnify and save harmless CITY, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by SBCTA under or in connection with any work, authority or jurisdiction delegated to SBCTA under this AGREEMENT. SBCTA’s indemnification obligation applies to CITY’s “active” as well as “passive” negligence but does not apply to CITY’s “sole negligence” or “willful misconduct” within the meaning of Civil Code Section 2782Design Agreement. 7. In the event CITY and/or SBCTA is found That each Party warrants to be comparatively at fault for any claim, action, loss or damage which results from their respective obligations under this AGREEMENT, CITY and/or SBCTA shall indemnify the other that it, and its signatory hereunder, is duly authorized and empowered to execute this Design Agreement and to bind said Party to the extent of its comparative faultterms hereof. 8. This AGREEMENT will That all of the terms, conditions and provisions hereof shall inure to the benefit of and be considered terminated binding upon reimbursement of all eligible costs by SBCTA or June 30, 2029, whichever is sooner, provided that the provisions of Paragraphs 6, 7, 8, 9Parties hereto, and 10 of Section IItheir respective successors and assigns; provided, and Paragraphs 5however, 6 and 7 of Section III, shall survive the termination that no assignment of this AGREEMENT. The AGREEMENT may also Design Agreement shall be terminated by SBCTA, in its sole discretion, in the event the PROJECT WORK described in Attachment A has not been initiated by CITY within twelve (12) months made without written consent of the Effective Date of Parties to this AGREEMENTDesign Agreement. 9. SBCTA That this Design Agreement, or parts hereof shall be subject to amendment as may terminate be proposed by ▇▇▇▇▇▇▇ or CNLV, and that all such amendments to this Design Agreement if CITY fails to perform according to must be in writing and must be executed by the terms proper officers of this AGREEMENT and if this failure jeopardizes the delivery each of the PROJECT WORK according Parties to the terms hereinthis Design Agreement. 10. The Recitals That this Design Agreement may be executed in any number of counterparts and when so executed each such counterpart shall be deemed to this AGREEMENT are true and correct and are incorporated into this AGREEMENTbe an original hereof. 11. Attachment A (Description That the Preliminary Wastewater System Design and Final Wastewater System Design shall be and remain the exclusive property of Project and Milestones) and Attachment B (Summary of Estimated Costs) are attached to and incorporated into this AGREEMENTCNLV. 12. The AGREEMENT may That the construction, validity and effect of this Design Agreement shall be signed in counterpartsgoverned by the laws of the State of Nevada, each without reference to its choice of which shall constitute an originallaw provisions. 13. This AGREEMENT is effective That failure by any Party to enforce any provision of this Design Agreement shall not constitute a waiver by that Party, and shall be dated on that the date executed by SBCTA (“Effective Date”)Party may choose to enforce any breach of this Design Agreement at any time.

IT IS MUTUALLY AGREED. 1. To abide This Agreement shall commence on the date it is executed by all applicable Federal, State PARTIES and Local laws and regulations pertaining to shall remain in effect until the PROJECT WORKdesign, including policies installation, testing, and implementation is complete, and Caltrans has issued a toll system implementation encroachment permit for BAIFA and the TSI. PARTIES agree to negotiate in the applicable program good faith and execute an amendment to this Agreement to add in the Measure I 2010- 2040 Strategic PlanTOLL SYSTEM installation, as amendedtesting, as of the Effective Date of this AGREEMENTand implementation tasks before Caltrans issues said encroachment permit. 2. The final PROJECT WORK cost may ultimately exceed current estimates Any PARTY shall have the right to terminate this Agreement at any time for convenience upon sixty (60) days advance written notice to the other PARTIES. All outstanding items of PROJECT WORK cost. Any additional eligible costs resulting from unforeseen conditions over the estimated total performance relating to this Agreement shall be settled and transitioned within one year of the PROJECT WORK cost shall be borne by CITY unless prior authorization has been approved by the SBCTA Board effective date of Directors pursuant to Section III, Paragraph 3 of this AGREEMENTtermination. 3. In the event CITY determines PROJECT WORK costs may exceed the not to exceed amount identified in Section I, Paragraph 1, CITY BAIFA shall inform SBCTA of this determination and thereafter the Parties shall work together in an attempt to agree upon an amendment to the PROJECT WORK amounts identified in this AGREEMENT. In no event, however, shall SBCTA be responsible for the TOLL SYSTEM’s design and PROJECT WORK costs start-up for a maximum allotment of $3,000,000 as shown in Appendix B, Table 1A of this Agreement, attached hereto and incorporated herein by reference. Any design line item funds deemed by BAIFA to be in excess of the amounts identified herein absent a written amendment necessary funds to fulfill the obligations of the Agreement shall be transferred to Toll System Contingency / Risk Reserve established by the inclusion of Appendix B, Table 1A to this AGREEMENT that is approved and signed by both PartiesAgreement. 4. Eligible PROJECT WORK reimbursements BAIFA shall include only those costs incurred be responsible for the TOLL SYSTEM’s installation, testing, and implementation for a maximum allotment of $38,840,000 as shown in Appendix B, Table 1A to this Agreement. Any line item funds deemed by CITY for PROJECT WORK-specific work activities that are described BAIFA to be in excess of the necessary funds to fulfill the obligations of the Agreement shall be transferred to Toll System Contingency / Risk Reserve established by the inclusion of Appendix B, Table 1A to this AGREEMENT and shall not include escalation or interestAgreement. 5. Neither SBCTA Funds from the Toll System Contingency/Risk Reserve shall not be used towards cost overruns on other line items in Appendix B, Table 1A until actions consistent with the Change Management Board have been undertaken as specified elsewhere in this Agreement. 6. SMCTA shall perform those tasks identified in Appendix B, Table 1B in cooperation with BAIFA and invoice BAIFA monthly, in mutually agreed upon format, for reimbursement of the related expenditures. 7. BAIFA shall reimburse SMCTA for the performance of tasks with a maximum allotment of $3,160,000 as shown in Appendix B, Table 1B. 8. The tasks identified in Appendix B, Table 1C shall be funded up to a maximum allotment of $1,813,508 with local funds provided through the SMCTA to whichever PARTY to this Agreement incurs the cost to perform them. Upon initial execution of this Agreement, the responsible agency for these tasks shall be the SMCTA. 9. The maximum allotment of funding provided for the PROJECT under this Agreement is 10. Each PARTY shall ensure the coordination between their respective contractors to facilitate successful installation, testing, and implementation of the TOLL SYSTEM by providing all necessary documentation that impacts the express lane infrastructure, including but not limited to shop drawings, redlines, as-builts, change orders, etc.; and all necessary owner insurance requirements. BAIFA shall require the TSI to be responsible for providing its own lane closures, and coordinate with the civil contractor when possible to maximize the value of the lane closures. Each PARTY agrees to complete checklists for site readiness before turning over each PROJECT site to another party, and each PARTY agrees to document and coordinate requests and responses for information during construction in a timely manner. 11. If there are excess funds, as shown in Appendix B , Tables 1A and 1B, remaining upon completion of the PROJECT, the PARTIES may negotiate on spending excess funds on other related San Mateo US ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ tasks, including but not limited to those shown in Appendix B, Table 1C, capitalized operations and maintenance expenses, or relief of debt related to the San Mateo US ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. 12. All PARTIES agree to establish a Project Management Team (PMT) comprised of the Deputy Director, Project and Program Management of Caltrans District 4, the C/CAG Executive Director, the Chief Officer of SMCTA and the MTC Director, Field Operations and Asset Management. The PMT will convene as required to monitor progress and address the issue(s) at hand. The role of the PMT will be to coordinate technical, policy, and funding aspects of the project. The PMT will serve as an intermediary between the implementation staff and the already established Executive Steering Committee (ESC) for the 101 Corridor. PMT responsibilities will include: • Review scope, cost, schedule, and risk changes as requested by the implementation staff and the Project Managers and to present changes to the ESC as appropriate. • Ensure adherence to the defined scope, schedule and budget. • Identify budget overruns early to secure funding, if needed, so as to not adversely impact schedule. • Negotiate and determine new funding sources for cost overruns. • Approve the PROJECT’s baseline schedule and toll commencement dates. • Approve changes to the scope (including DESIGN CHANGES), budget and schedule. • Ensure the Project Managers are appropriately resourced and that resources are properly utilized. • Reallocate funds between Tables 1A and 1B, as shown in Appendix B to this Agreement, based on revised responsibilities for scope, including but not limited to customer education. 13. All PARTIES agree to establish a Change Management Board (CMB) with at least one representative from each PARTY to fulfill the responsibilities as established by the PMT. The CMB shall meet no less frequently than once per month to monitor progress, report on changes, and ensure changes are being resolved at the lowest level. The CMB shall manage the reallocation of the contingency fund to and from the Toll System Contingency / Risk Reserve line item (Appendix B, Table 1A), and such changes will be reported to the PMT. 14. All PARTIES acknowledge that certain changes may be elevated by the CMB to the PMT when matters of the baseline scope, schedule, and cost are at risk, including DESIGN CHANGES and changes to toll commencement dates, supplements to line item budgets and Toll System Contingency/Risk Reserve, or any change to public facing policies. 15. All PARTIES agree to cooperate with one another to accomplish the purposes of this Agreement, and to confer in advance on policy matters and proposed changes in PROJECT scope, cost and schedule as it relates to this Agreement. 16. Each PARTY agrees to respond timely to all reasonable requests from another PARTY for any rights, material, and information as may be required by the requesting PARTY to successfully perform its obligations under this Agreement. Each PARTY further agrees to promptly provide documentation, reports, and information pursuant to such reasonable requests. Notwithstanding this commitment, the PARTIES may withhold material and information subject to any claims of privilege or limitations any PARTY may have as a result of agreements with other persons or entities. 17. Any substantive material changes in the activities to be performed under this Agreement, or in the terms thereof, shall be incorporated in written amendments, which shall specify the changes in work performed and any adjustments in compensation and schedule. All amendments shall be executed by each PARTY's Executive Director/Executive Officer, or a designated representative. 18. No PARTY nor any officer board member, commissioner, officer, agent or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by CITY the other PARTIES and/or their agents under or in connection with any work, authority authority, or jurisdiction delegated to CITY conferred upon the PARTIES under this AGREEMENTAgreement. 19. It is understood and agreed that, pursuant to Government Code Section 895.4, CITY shall that each PARTY will fully defend, indemnify indemnify, and save harmless SBCTAthe other PARTIES and all of their board members, its officers commissioners, officers, agents, and employees from all claims, suits suits, or actions of every name, kind kind, and description brought for forth under, but not limited to, tortious, contractual, inverse condemnation, or on account other theories or assertions of injury (as defined by Government Code Section 810.8) liability occurring by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction delegated to CITY the indemnifying PARTY and/or its agents under this AGREEMENTAgreement. 20. CITYExcept as specifically provided herein, nothing in the provisions of this Agreement is intended to create duties or obligations to or rights in third parties not parties to this Agreement. 21. No PARTY shall assign this Agreement, or any part thereof without the other PARTIES’ prior written consent; any attempts to assign this Agreement without the other PARTIES’ prior written consent shall be void and unenforceable. 22. All notices or other communications to any PARTY(IES) by another shall be deemed given when made in writing and either physically delivered, mailed, or e-mailed as an attachment to such PARTY(IES) at their respective addresses as follows. Formal notice may not be provided by email alone. Any PARTY may revise or update its addressee information provided in this Section by providing notice pursuant to this Section. To BAIFA: Attention: ▇▇▇ ▇▇▇▇▇▇ Bay Area Infrastructure Financing Authority ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Suite 800 San Francisco, CA 94105 Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ To SMCTA: Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇ San Mateo County Transportation Authority ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇. San Carlos, CA 94070 Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ To C/CAG: Attention: Van ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ City/County Association of Governments of San Mateo County ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ To SMCELJPA: Attention: SMCELJPA Policy Program Manager San Mateo County Express Lanes Joint Powers Authority ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ San Mateo County Express Lanes Joint Powers Authority ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ Phone: ▇▇▇▇▇ ▇▇▇▇: (▇▇▇) ▇▇▇-▇▇▇▇ 23. The PARTIES may amend this Agreement for future phases of PROJECT. 24. Any PARTY’s indemnification obligation applies failure to SBCTAexercise or delay in exercising any right or remedy under this Agreement shall not constitute a waiver of such right or remedy or any other right or remedy set forth herein. Any PARTY’s “active” as well as “passive” negligence but waiver of any right or remedy under this Agreement shall not be effective unless made in a writing duly executed by an authorized officer of the PARTY, and such waiver shall be limited to the specific instance so written and shall not constitute a waiver of such right or remedy in the future or of any other right or remedy under this Agreement. 25. In case of a dispute over the meaning or performance of this Agreement, the PARTIES will first attempt to resolve such dispute at the PROJECT team level. If they cannot resolve the dispute themselves, the Executive Director / Executive Officer of each of the PARTIES will attempt to negotiate a resolution. If the PARTIES do not reach a resolution, the PARTIES’ legal counsel will initiate mediation. The PARTIES agree to participate in mediation in good faith and will share equally in its costs. Neither the dispute nor the mediation process relieves PARTIES from full and timely performance of the Agreement’s scope in accordance with its terms. However, if any PARTY stops fulfilling its obligations, any other PARTY may seek equitable relief to ensure that the work continues. Except for equitable relief, no PARTY may file a civil complaint until after mediation, or forty-five (45) calendar days after filing the written mediation request, whichever occurs first. The PARTIES maintain the ability to pursue alternative or additional dispute remedies if a previously selected remedy does not apply to SBCTA’s “sole negligence” or “willful misconduct” within the meaning of Civil Code Section 2782achieve resolution. 626. Neither CITY nor This Agreement, including all attachments, constitutes the complete agreement between the PARTIES and supersedes any officer prior written or employee thereof is responsible for oral communications. The PARTIES represent that in entering into the Agreement they have not relied on any injuryprevious representations, damage inducements, or liability occurring understandings of any kind or arising nature. This Agreement may be modified or amended only by reason written instrument signed by all of anything done or omitted to be done by SBCTA under or in connection with any work, authority or jurisdiction delegated to SBCTA under this AGREEMENT. It is understood and agreed that, pursuant to Government Code Section 895.4, SBCTA shall fully defend, indemnify and save harmless CITY, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by SBCTA under or in connection with any work, authority or jurisdiction delegated to SBCTA under this AGREEMENT. SBCTA’s indemnification obligation applies to CITY’s “active” as well as “passive” negligence but does not apply to CITY’s “sole negligence” or “willful misconduct” within the meaning of Civil Code Section 2782. 7PARTIES. In the event CITY and/or SBCTA is found to be comparatively at fault for any claim, action, loss or damage which results from their respective obligations under this AGREEMENT, CITY and/or SBCTA shall indemnify of a conflict between the other to the extent of its comparative fault. 8. This AGREEMENT will be considered terminated upon reimbursement of all eligible costs by SBCTA or June 30, 2029, whichever is sooner, provided that the provisions of Paragraphs 6, 7, 8, 9, terms and 10 of Section II, and Paragraphs 5, 6 and 7 of Section III, shall survive the termination conditions of this AGREEMENT. The AGREEMENT may also be terminated by SBCTAAgreement and the attachments, in its sole discretion, in the event the PROJECT WORK described in Attachment A has not been initiated by CITY within twelve (12) months of the Effective Date of this AGREEMENT. 9. SBCTA may terminate this Agreement if CITY fails to perform according to the terms of this AGREEMENT Agreement will prevail. 27. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall not be affected, but shall remain binding and if this failure jeopardizes effective as against the delivery PARTIES. 28. This Agreement shall be governed by the laws of the PROJECT WORK according to the terms hereinState of California. 1029. The Recitals Each individual executing this Agreement on behalf of a PARTY represents and warrants that he or she is duly authorized to execute this AGREEMENT are true Agreement on behalf of said PARTY and correct and are incorporated into that this AGREEMENT. 11. Attachment A (Description of Project and Milestones) and Attachment B (Summary of Estimated Costs) are attached to and incorporated into this AGREEMENT. 12. The AGREEMENT may be signed Agreement is binding upon the PARTY in counterparts, each of which shall constitute an original. 13accordance with its terms. This AGREEMENT is effective Agreement constitutes the entire agreement of the PARTIES and shall there are no other oral or extrinsic understandings of any kind. This Agreement may not be dated on the date altered, amended or modified in any manner except by a subsequent written instrument duly executed by SBCTA (“Effective Date”)all of the PARTIES.