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HomeMy WebLinkAboutMINUTES - 02091993 - TC.1 • zContra TO: BOARD OF SUPERVISORS / Costa FROM: Transportation Committee County N DATE: February 9, 1993 SUBJECT: Approve Joint Exercise of Powers Agreement for the Greater East Bay Rail Opportunities Coalition (GEBROC) SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS Approve in substantially the form presented, the Joint Exercise of Powers Agreement for the Greater East Bay Rail Opportunities Coalition, and authorize is signature by the Chair. FISCAL IMPACT None. BACKGROUND/REASONS FOR RECOMMENDATIONS Over the past several months, Contra Costa County has joined with Alameda and Solano counties and their respective Congestion Management Agencies (CMA's) to form a coalition, referred to as the Greater East ' Bay Rail Opportunities Coalition, to develop a regional rail transit plan for the three" East Bay counties. CONTINUED ON ATTACHMENT: X YES SIGNATURE RECOMMENDATION OF COUNTY ADMINISTRATOR X RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE(S) : Gayle Bishop Tom Powers ACTION OF BOARD ON February 9, 1993 APPROVED AS RECOMMENDED X OTHER 1 VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A _g UNANIMOUS (ABSENT TRUE AND CORRECT COPY OF AN AYES: NOES: ACTION TAKEN AND ENTERED ON THE ABSENT: ABSTAIN: MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. Orig: P. Roche, CDD (646-2131) ATTESTED February 9, 1993 cc: GEBROC (Via CDDO ' PHIL BATCHELOR, CLERK OF County Counsel THE BOARD OF SUPERVISORS AND COU Y ADMINISTRATOR BY , DEPUTY t 1 � • February 9, 1993 Page Two - GEBROC JEPA The Greater East Bay Rail Opportunities Coalition (GEBROC) met on January 28, 1993 to review and approve a final draft Joint Exercise of Powers Agreement (JEPA) . The agreement establishes a thirteen member Board of Directors, initially comprised of two representatives from the Board of Supervisors of Alameda, Contra Costa, and Solano counties and two representatives from their respective CMAs. The Metropolitan Transportation Commission would appoint one voting member to GEBROC and both BART and Caltrans would appoint representatives to serve as ex officio members. Unless otherwise extended the GEBROC JEPA would terminate on June 30, 1995. County Counsel has reviewed and commented on a previous draft version of the agreement, and their recommended revisions have been incorporated in the agreement now under consideration. (see EXHIBIT A) The Transportation Committee recommends the Board of Supervisors approve the attached GEBROC JEPA, in substantially the form presented, and authorize the Chair to sign the agreement. GEBROC has scheduled March 1, 1993 as its first meeting as an official body. i i note - this draft (w:\DATA\WP51\TEU1%1EPA.)mX) shows the changes made between Versions VII (2/5/93) and Version VI (2/1/93). Changes include ability to appeal decision to add new ex- officio and/or upgrade membership, comments from BART legal counsel. (BART as ex B M 6 8) Gwaft FebFuaFy 1. 1993 JOINT EXERCISE OF POWERS AGREEMENT CREATING "GREATER EAST BAY RAIL OPPORTUNITIES COALITION" INTRODUCTION in the State ofi AGREEMENT is made and entered into California by and among the following public agencies that are parties to this AGREEMENT- Alameda County Contra Costa County Solano County Alameda County Congestion Management Agency Contra Costa County Congestion Management Agency Solano Transportation Authority RECITALS WHEREAS, the Contra Costa Rail Opportunity Study, consigned by Contra Costa County, identified opportunities for development of rail transit facilities in Contra Costa - along the 1- 680 and 1-80 corridors. Both corridors linking developing residential areas in Solano County with job centers in Alameda and Contra Costa counties, and; WHEREAS, Alameda and Contra Costa Counties cooperated in a Rail Consolidation Study with the Port of Oakland that found sufficient reserve rail capacity(on the Southern Pacific facility) along the 1-80 corridor for both goods and people movement, and; WHEREAS, reconstruction of the Cypress project(on a new alignment) requires reconstruction of the mainline tracks and rail yards in West Oakland. The newly aligned mainline will significantly improve the capacity of the system to handle passenger rail traffic, and; I I WHEREAS, new inter-regional rail service, as a result of ACR 132, has been instituted between San Jose and Sacramento, and; WHEREAS,Alameda, Contra Costa and Solano counties are well served by an extensive network of railroad lines, which have contributed significantly to the economic growth and stability to the East Bay region, and; WHEREAS, both Contra Costa and Alameda counties own abandoned rail rights of way that could be utilized for transit purposes, and; WHEREAS, preservation of a regional rail network for purposes of both freight and passenger movement should be a high priority for the three Congestion Management Agencies, three Counties, and the Metropolitan Transportation Commission, and; WHEREAS, MTC Resolution 1876, the New Rail Starts Program, is project specific(BART, MUNI, CALTRAIN, and Santa Clara projects) the next logical step is the development of a comprehensive plan to guide the planning and programming of rail facilities in the Bay Area beyond Resolution 1876, and; WHEREAS, San Joaquin County has initiated a study of opportunities for development of rail through the Altamont Pass area to connect the rapidly developing residential areas along the 1-5 corridor in San Joaquin County with the job centers in the Tri-Valley (and to BART), and; WHEREAS, Caltrans is proposing to construct a second Benicia-Martinez bridge crossing as well as a replacement for the existing Carquinez Bridge. Provisions for future rail transit crossings should be incorporated into the design to avoid the need to construct separate (and very expensive) transit crossings in the future, and; WHEREAS, the "Intermodal Surface Transportation Efficiency Act of 1991" establishes new programs and provides increased flexibility for the development of new or expanded mass transportation facilities, as well as opportunities for development of new rail facilities in the East Bay, and; WHEREAS, many areas of the State and Nation have positioned themselves for new rail transit projects through development of multi-agency cooperative ventures, and; WHEREAS, new Air Quality Regulations (Federal and State) require improvements in air quality. New or expanded mass transit facilities will help in the attainment of these goals, and; WHEREAS, energy conservation is an important consideration in planning. Mass transit is a logical approach to dealing with the issue in the transportation arena, and; . WHEREAS, long range Countywide Transportation Plans and Congestion Management Plans are under preparation in Alameda, Contra Costa and Solano counties and coordinated mass transit components are needed, and; WHEREAS, preparation of comprehensive transportation plans, including Action Plans, are underway by the Tri-Valley Transportation Council and Regional Transportation Planning Committees to the Contra Costa Transportation Authority, which should be integrated with a regional rail plan, and; WHEREAS, the Caltrans Rail Task Force (San Joaquin Line) is looking for ways of improving rail access to the Bay Area (through the Altamont area and/or,through Martinez). WHEREAS, without long range plans in place, costs for development of mass transit facilities in the future could escalate beyond reasonable levels, and; WHEREAS, the protection of rail corridors, especially in developing areas, is critical, and; WHEREAS, the Metropolitan Transportation Commission's Regional Transportation Plan sets forth a concept wherein the Carquinez Bridge, the Benicia Martinez Bridge, the 1-80/1-580 interchange, the Bay Bridge distribution structure and, the Altamont Pass are defined as gateways where added capacity needed, to serve increased demand through the gateways, is to be provided by HOV/transit lanes or transit service and facilities. WHEREAS, continued economic vitality of the East Bay is contingent upon the availability of adequate transportation facilities. WHEREAS, planning for rail projects in the Bay Area requires coordination among multiple Counties and Transportation agencies; NOW THEREFORE BE IT RESOLVED, in consideration of the above recitals, the parties hereto agree execute a joint exercise of powers agreement as follows: 1. Authority. This joint exercise of powers agreement is entered into in accordance with and subject to the provisions of California Government Code Section 6500 et seq. 11. Parties and Date. . Sid bn........................T This £1r;rE'F1£-if---- -,Fed iAte this by and b,.«....een nA..... eda r,........ a . 3 i Ill. Method. The Parties Age+Wies, individually and in common, have the power to study, discuss, plan, recommend and implement policies and programs pertaining to transportation. The tta s Ageneies propose to jointly exercise some or all of the foregoing powers through the Authority. N: Creation of Authority. There is hereby created pursuant to Section 6500 et seq. of the California Government Code, a separate joint powers agency to carry out the purposes hereof, which Authority shall be known as the Greater East Bay Rail Opportunities Coalition (GEBROC). The Authority shall be a public entity separate and distinct from the Agencies. The Authority shall come into being on the effective date of this Agreement and shall be dissolved only upon termination of this Agreement as herein provided. Within 30 days after the effective date of this Agreement or any amendment, hereto, Contra Costa County staff, acting as Authority staff, shall prepare and file a notice of the Agreement with the office of the Secretary of State in the manner set forth in Section 6503.5 and 53051 of the California Government Code. V. Definitions. A. Unless the context otherwise requires, the following terms used in this Agreement shall have the meanings respectively ascribed thereto: 1. "Agreement" means this joint exercise of powers agreement. 2. "Alternate Director" means the director representing the Party in the absence of a Director as described in Section VII A.3. 3. "Authority" means the agency created by this joint Exercise of Powers Agreement, to be known as the Greater East Bay Rail Opportunities Coalition (GEBROC), a separate entity created by this Agreement. 4. "Board" or 'Board of Directors" means the governing body of the Authority. 5. "Director"means an individual representing a Party as described in Section Vil A.2. 6. "Effective Date" means the date hereof which is the date of execution of this Agreement by the last of the Parties hereto or such other date following such last. executed date selected by the Parties for convenience. 4 7. "Member"or"Party"means each of the entities which become a signatory to this Agreement, piing the Fght and „Nigatiens e f the e,.tt.,. ity h,,_,...nde , including a public entity executing any addendum or amendment to the original Agreement as hereinafter provided. VI. Membership. The members of the Authority shall each be a public entity which has executed or hereafter executes this Agreement 0r iRelwdifig any addenda or amendment thereto. VII. Governing Board of the Authority. A. . The business of the Authority shall be conducted by a Board of Directors, the members of which shall be selected and serve as follows: 1. Directors shall be designated and appointed by each Parry within thirty (30) days after the Effective Date hereof. 2. Each Party shall appoint two (2) Directors who have demonstrated an interest in, or have experience with transportation planning, programming and financing. Directors shall be elected officials. At least one (1) Director from each Party shall be a member of the governing body of the Party which they represent. 3. Each Party may appoint one(1)Alternate Director. The Alternate Director shall be authorized to act only in the absence of the Party's respective Director, shall vote in the same number of votes as a Director, and shall have the same authority and exercise the same powers on such occasions as such Director. The Alternate Director shall have demonstrated an interest in,or have experience with transportation planning, programming and financing. Alternate Directors shall be elected officials. 4. The Authority shall consider and appoint one (1) Director and one (1) Alternate Director as nominated by the Metropolitan Transportation Commission. Said individuals nominated by the Metropolitan Transportation Commission shall be Commissioners who are currently serving on the Metropolitan Transportation Commission and must represent a County that is a party to this Agreement. -SM' WWI*'61ais cannot also be � DtreCtor ��r�sent-»��nixxher liar.+ Ire this A�r�emertt 5. The Directors shall exercise all powers of a Director contained herein or authorized by law. 6. Each Director shall have a single vote on matters coming before the Board. 5 1 I II 7. Directors and Alternate Directors shall serve thirty month terms but,will continue until their replacement is named - so long as they continue to hold public office. A Party shall have the right to reconfirm their Directors or Alternate Directors in the event said Directors or Alternate Directors should become an elected official of another public entity. ..................................... ...... .. ..... .......... . 8. If for any reason a Director s"n longer�cr` s seh sir is no longer an elected official, the Alternate Director shall serve in his or her place until a successor is named mid qkiaiifltna}:eaa[er<> as if no qualified Alternate Director was appointed, such Director shall continue to serve until the earlier of(1) the appointment of his or her successor, (2) the end of the 60th day following the date such Director ceases to be an elected official. 9. The Board of Directors shall elect a chair and vice-chair at their first meeting. The Board shall have the power to appoint such additional officers as it deems necessary. Tile Board shall designate the terms of office with the first election. 10. Within 60 days of the effective date of this agreement, the Board of Directors shall develop and adopt criteria, qualifications and procedures for upgrading ex-officio members of the Authority to full voting status. The criteria and qualifications shall consider all factors including the agency's jurisdiction, size, qualifications, experience and relevance to issues of concern to the Authority. «x ; <ti agreement'..,.,] sliall have rhe right to appe ! a decfsioh of the B©ard upgrade rhe sratns f ex officio members to fult voting status as long as such appeal is filedvithln 4S days of the effect�ve;;date..b such action The erir�rta and procedures estabLs#�ed by the. Boacd for upgrading the status of membership shall tnclude an apeai p#'pcess ......:: . ..... . ........ . . ............. . .: 11. Members of the Board of Directors shall not receive any compensation or reimbursement of expenses for serving as such. B. Ex-Officio Members of the Board: In addition to voting members, the Authority shall have a category of non-voting "ex-officio" membership. Public agencies, who because of a demonstrated interest, experience or other unique qualifications,in the opinion of the Board of Directors, should participate in the activities of the Authority shall be designated as "ex- officio" members: 1. The San Francisco Bay Area Rapid Transit District(BARTD) shall be an ex- officio member of the Authority. The Board of Directors of BARTD shall appoint a representative to the Board. Said appointment shall be a BARTD Director. dR �arertoc shall represent a County than�s a Party ro th;�Agree�e�t 2. The California Department of Transportation (CALTRANS) shall be an ex- officio member of the AuthorityThe 17irectar of 1=AC1 ttANS Dtt€�ct shah ap}oint a 6 tepresentative .to the $oar. ; :Pie—appeiRtme„rs , 14 be CA 4. 3. Additional ex-officio members: Within 60 days of the effective date of this agreement, the Board of Directors shall develop and adopt criteria, qualifications and procedures for the addition of other ex-officio members to the Authority. The criteria and qualifications shall consider all relevant factors including the agency's jurisdiction, size, qualifications, experience and relevance to issues of concern to the Authority.: i�art�es to this agreemen A it ttav� fife �tght to appA. a dectstt3rt �f xhe $pard to add additional ex-officio members as ]o as such appeal is fried wttf'�n 45 days of rhe effective date of'such acuott. The crtterta at d procedures stabltst ed by the Board for:the addrtJon pf other ex-oica membersha) r�etude an appeal pmce5s Vlll. Board Operations. A. Regular meetings: The Board shall establish a regular meeting schedule and shall specify, by resolution, the date and hour thereof, and the place at which regular meetings shall be held. B. Call, Notice and Conduct of Meetings: All meetings of the Board, including without limitation, regular, adjourned regular, and special meetings, shall be called, noticed, held and conducted in accordance with the provisions of Chapter 9 (commencing with Section 54950), Part 1, Division 2, of Title 5 of the California Government Code (the "Ralph M. Brown Act"). C. Minutes: The Chair of the Board shall cause minutes of all meetings to be kept and shall cause copies of the minutes to be provided to each Director and Party. D. Quorum: A majority of the total votes of the Board shall constitute a quorum, except that less than a quorum may adjourn from time to time. Each County or its Congestion Management Agency must be represented to constitute a quorum. E. Rules: The Board may adopt from time to time such rules and regulations for the conduct of its affairs as may be required. F. Vote or Assent of Board: A majority vote of a quorum of the Board shall be required to approve the business of the Authority, except that any vote approving policy or recommendations to the Parties shall require a majority vote of the e> rc Board. Any majority -re ............... ......... - vote must comprise of at least one affirmative vote by each County or it's Congestion Management Agency. A Director or the designated Alternate Director must be present in order to vote. The Board shall establish guidelines to distinguish between policy and business matters. 7 G. Administration: Contra Costa County shall act as staff to the Authority and provide initial administrative and staff support and administer consultant contracts. The Authority may pursue other external sources of funds for staff support. H. Program Costs: Initial expenses shall be covered by a Petroleum Violation Escrow Account (PEVA) grant secured by Contra Costa County. The Authority may Seekp�sae other funding, including grants or funds from any member agency, for which the Authority would be the recipient, to augment funding from Contra Costa's PEVA grant to cover other administrative or consultant costs. Staff provided by Contra Costa:Cflunty�pursuant to Section V. .... V1114 or Section XI! B X!, or any other party, shall be at no cost to the other Parties or the Authority. 1. Principal Office: The principal office of the Authority shall be the offices of the Contra Costa County Community Development Department unless some other place is fixed by action of the Board of Directors. IX. General Powers. The Authority shall have the power to do the following in its own name: A. To provide oversight and direction to planning studies. B. To develop and advocate policy. C. To exercise any power delegated by the Parties and to advise the Parties in the exercise of individual powers possessed by said Parties,provided that said powers are exercised in furtherance of the purposes of this Agreement by mutual consent and agreement of the constituent Parties to this Agreement. X. S12ecific Powers. A. The Authority is hereby empowered to develop, adopt and implement a Work Plan to: 1. Identify; evaluate and prioritize opportunities for the development of rail and/or mass transit facilities serving the Greater East Bay. 2. Develop a comprehensive plan for the development of new or expanded rail and/or mass transit facilities for the East Bay counties. 3. Develop funding strategies of rail facilities for the development of new or expanded rail and/or mass transit facilities in the East Bay. 8 B. Develop,adopt and recommend a strategy oriented at implementing the findings derived from the Work Plan. C. Establish such by-laws and rules and regulations as'may be necessary for its operation and for the conduct of the Authority's business. D. Receive, accept and utilize the services of personnel offered by any of the Members, or their representatives or agents; receive, accept and utilize property, real or personal, from any of the Members or their agents or representatives. E. Add other parties and ex officio representatives to the Authority under specified circumstances as outlined in Section XV and Section VIIB. F. Appoint a Commissioner from the Metropolitan Transportation Commission to the Board of Directors as outlined in Section VII A.4. G. Strive to ensure that the development of Authority policies and recommendations represent the Parties' best interests relative to other local governments, Congestion Management Plans, regional, State, and Federal planning policies. H. Apply for and be the recipient of public and/or private grants which are consistent with the powers of this Agreement. I. Execute and administer contracts at such time 4S the Authority becomes a recipient of grant funding. J. Adopt policies,rules of procedure and other operational matters of the Authority. Xl. Restrictions Upon Exercise of Power of Authority. A. The powers of the Authority shall be expressly limited to the specific powers outlined in Section X. Each Party is participating as a DartyFnembe to this Agreement with the intent of furthering cooperative multi-county, multi-modal planning. While each Party agrees to consider the recommendations or actions of the Authority, nothing in this Agreement shall in any way bind any Party to any course of action with respect to the issues under discussion by the Authority. Each Party specifically reserves the right and ebligat to independently prioritize projects, make policy recommendations, and take whatever actions it deems appropriate with respect to matters under discussion by the Authority. B. The Authority is subject to the statutory restrictions upon the manner of exercising its powers as are imposed upon Contra Costa County in the exercise of similar powers, as provided in Section 6509 of the California Government Code. G. &Eh Pa FP' . e the e Fight tO illde .+d_efldy Fatifir 89aFd a6tin_s_e_t9 desig a" O 9 i ex efgeie .+.-he-.- r.. F JIetiRb status. XII. Committees. A. The Board may establish sub-committees of the Board as it may deem appropriate. B. Technical Advisory Committee: The Board shall appoint a Technical Advisory Committee (TAC) within 60 days of the effective date of this agreement. The TAC shall be comprised of staff from the parties signatory to this Agreement as well as other interested agencies and individuals, including but not necessarily limited to, transit operators, City/local agency staff, Caltrans, Regional Transportation Planning Committees and/or Technical Advisory Committees to the Congestion Management Agencies,Transportation Management Associations, and private sector interests. The Board will receive technical support from the '}1>r T..1'Cchnic-al Advisery C. Advisory Committees: The Board may establish other advisory committees as it deems appropriate to advise the Authority on matters relating to implementation of any component of the approved Work Plan. Such committees shall be composed of such persons as the Board shall determine; provided, however, that such membership shall not necessarily be limited to persons representing, or associated with, the Parties. The purpose and the function of any such committee or committees shall be specified by the Board. XIII. Financial Provisions. A. Funds and Expenditures: As long as the Authority's Program Costs are covered by the Petroleum Violation Escrow Account (PVEA) grant secured by Contra Costa County and staff support is provided by Contra Costa County at no cost to the other Parties, Contra Costa County shall keep and maintain financial records pursuant to the requirements of the PVEA grant. If and when the Authority becomes the recipient of grant funding, the Authority activate the accounting and reporting policies and procedures, as required by California Government Code. B. Depositary;Auditor: The Treasurer of Contra Costa County is hereby designated as the Treasurer of the Authority. Subject to the applicable provisions of any indenture or resolution providing for a trustee or other fiscal agent, the treasurer is designated as the depositary of the Authority to have custody of all the money of the Authority, from whatever source, and as such, shall have the powers, duties and responsibilities specified in Section 6505.5 of the California Government Code. The Auditor-Controller of Contra Costa County is hereby designated as controller of the Authority, and, as such, shall have the powers, duties and responsibilities specified in Section 6505.5 of the California Government Code. He or she shall draw checks to pay demands against the Authority when the demands have been approved by the Authority. The Contra Costa County Board of Supervisors shall determine the charges to be made against the Authority for the services of the treasurer and controller, 10 provided that such charges shall not exceed the actual costs for such services. C. Bonds: The treasurer and controller of the Authority are designated as the public officers or persons who have charge of, handle, or have access to any property of the Authority, and each such officer shall file an official bond in the amount of required by Section 6501.1 of the California Government Code. D. Audit: The Authority shall provide for the accountability of all its funds and shall provide for an annual independent audit pursuant of Section 6505 of the California Government Code. XIV. Amendments. This Agreement may,be amended at any time, or from time to time, by one or more supplemental agreements executed by all of the Parties who are then Parties hereto, either as required in order to carry out any of the provisions of this Agreement, or for any Project, or for any other purpose, in pursuance of the purposes of this Agreement. XV. Addition of Parties. A County, its Congestion Management Agency, or another Public Entity may be added to the Authority, upon request, evidenced by submission of a certified copy of a resolution adopted its governing board. Such request must be approved by a majority of the Etre Board .............. ............... ................ of Directors. The addition shall not become effective until the new Party and all existing Parties have executed a written amendment to this Agreement, by the terms of which the new Party agrees to comply with and be bound by all provisions of this Agreement, including any addenda or amendments thereto. Each Party to this Agreement hereby authorizes its Directors, Alternate Directors or their designees to sign amendments adding new Parties to the Authority. XVI. Termination of Party's Participation in the Authority. Notice of intention to withdraw from this Agreement shall be given, to the Authority, by resolution of the governing body of the Party intending to withdraw. Such resolution shall be approved by a vote of not less than two thirds (2/3rds) of the entire membership of the governing body intending to withdraw from this Agreement. The Parry intending to withdraw shall give written notice of its intent to do so to the Board of Directors and to the other Parties. The Board of Directors and other Parties shall be given at least a 60 day notice. The withdrawal of such Party becomes final upon-receipt of a certified copy of said resolution by the Authority, and upon termination of said minimum 60 day notification period. XVII. Term and Termination. ] 1 This Agreement shall continue until terminated as specified in this paragraph. This Agreement shall terminate upon June 30, 1995 unless extended by mutual agreement of the atis �a�r�i-{�a�tts. XVIII. Disposition of Assets Upon Termination by All Parties. Upon termination of this Agreement by mutual consent of all Parties, all assets of the Authority shall be returned to the Parties in proportion to the contributions determined as of the time of termination. Such assets shall be distributed after the payment of all liabilities and expenses validly incurred under this Agreement. XIX. Liability. A. The debts. liabilities, and obligations of the Authority shall not be the debts, liabilities and obligations of the Parties. B. It is mutually understood and agreed, relative to the reciprocal indemnification of Authority and Parties: 1. That neither Authority, nor a Party, nor any officer or employee thereof, shall be responsible for, and the indemnifying Party shall fully indemnify and hold harmless Authority and the other Parties against any damage or liability occurring by reason of anything done or omitted to be done by such indemnifying Party under or in connection with any work, authority or jurisdiction delegated to Parry under this Agreement. It is also understood and agreed that pursuant to Government Code Section 895.4, such Party shall frilly indemnify and hold the Authority and the other Parties harmless from any liability imposed for injury as defined by Government Code Section 810.8 occurring by reason of anything done or omitted to be done by the indemnifying Party under this Agreement of in connection with any work, authority, or jurisdiction delegated to such Party under this Agreement. 2. That neither Parties, nor any officer or employee thereof, shall be responsible for, and Authority shall fully indemnify and hold harmless Parties against any damage or liability occurring by reason of anything done or.omitted to be done by Authority under or in connection with any work, authority or jurisdiction delegated to Authority under the Agreement. It is also understood and agreed that, pursuant to Government Code Section 895.4, Authority shall fully indemnify and hold the Parties harmless from any liability imposed for injury as defined by Government Code Section 810.8 occurring by reason of anything done or omitted to be done by the Authority under this Agreement or in connection with any work, authority, or jurisdiction delegated to Authority under this Agreement. XX. Successors: Assignment. 12 This Agreement shall be binding upon and inure to the benefit of the successors or assigns of the Parties. No Party may assign any right or obligation herein without the written consent of each of the other Parties. XXI. Notices. Any notice authorized or required to be given pursuant to this Agreement shall be in writing and shall be deemed to be given when mailed, postage prepaid, or delivered during working hours to the following addresses, or to such changed addresses as are communicated to the Authority and the Parties in writing: Authority: c/o County Administrator County of Contra Costa 651 Pine Street Martinez, CA 13 i � I Alameda County: c/o County Administrator 1221 Oak Street, Rm. 555 County of Alameda Oakland, CA 94612 Contra Costa County: c/o County Administrator County of Contra Costa 651 Pine Street Martinez, CA 94553 Solano County: c/o County Administrator County of Solano 580 Texas Street Fairfield, CA 94533 Alameda County Congestion Management Agency: c/o Executive Director 24301 South Drive, Ste. 200 Hayward, CA 94545-1541 Contra Costa County Congestion Management Agency: c/o Executive Director Contra Costa Congestion Management Agency 1340 Treat Boulevard, Ste. 150 Walnut Creek, CA 94596 Solano Transportation Authority: c/o Executive Director Solano Transportation Authority 1961 Walters Court, Suite K Fairfield, CA 94533 San Francisco Bay Area Rapid Transit District: c/o General Manager San Francisco Bay Area Rapid Transit District 800 Madison Street P.O. Box 12688 Oakland, CA 94604-2688 California Department of Transportation: c/o District Director Oakland, CA 14 XXII. Governiniz Law. This Agreement is made in the State of California under the laws and Constitution thereof, and is to be so construed. XXIII. Severability. Should any portion, term, condition or provision of this Agreement be decided by a court of competent jurisdiction to be illegal or in conflict with any law, or otherwise rendered unenforceable or ineffectual, the validity of the remaining portions, terms, conditions or provisions shall not be affected thereby. XXIV. Counterparts. This Agreement and any supplement or amendment hereto may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. XXV. Agreement Complete. This AGREEMENT constitutes the full and complete agreement of the parties. IN WITNESS WHEREOF, the parties hereto executed this AGREEMENT by authorized officials on the dates indicated below: 15 i i ALAMEDA COUNTY CONGESTION MANAGEMENT AGENCY By. William Withrow Chair ATTEST: By: Dennis R. Fay Executive Director By: Authority Legal Counsel bare: CONTRA COSTA CONGESTION MANAGEMENT AGENCY By: Evelyn M. Munn Chair ATTEST: By: Robert K. McCleary Executive Director By: Authority Legal Counsel - . . i - � I SOLANO TRANSPORTATION AUTHORITY CONGESTION MANAGEMENT AGENCY By. Chair ATTEST: By: John Gray Executive Director By: Thomas H. Gordinier Authority Legal Counsel t3ate CONTRA COSTA COUNTY By. Tom Torlakson, Chairperson Board of Supervisors ATTEST: Phil Batchelor, Clerk of the Board of Supervisors and County Administrator By: Deputy RECOMMENDED FOR APPROVAL By: Val Alexeeff, Director FORM APPROVED: Victor J. Westman, County Counsel By: '< <<Deputy �3ate; I i ALAMEDA COUNTY By: Edward R. Campbell, Chairperson Board of Supervisors ATTEST: William Merliwein, Clerk of the Board of Supervisors BY: Deputy RECOMMENDED FOR APPROVAL By: Donald J. La Belle Director of Public Works FORM APPROVED: Kelvin Booty,Jr., County Counsel By: 'taegoty attic.. SOLANO COUNTY By: Sam Caddie, Chairperson Board of Supervisors ATTEST: Linda L. Terra, Clerk of the Board of Supervisors By: Deputy RECOMMENDED FOR APPROVAL By: John Gray Transportation Director, Public Works FORM APPROVED: Thomas Gordinier, County Counsel By: Deputy <> I i i Vp EXHIBIT A e G.Q, (BART as ex officio) w��� .February 1, 1993 JOINT EXERCISE OF POWERS AGREEMENT CREATING "GREATER EAST BAY RAIL OPPORTUNITIES COALITION" INTRODUCTION This AGREEMENT is made and entered into in the State of California by and among the following public agencies that are parties to this AGREEMENT: Alameda County Contra Costa County Solano County Alameda County Congestion Management Agency Contra Costa County Congestion Management Agency Solano Transportation Authority Bay Area Rapid Transit District (BART) California Department of Transportation (Caltrans) RECITALS WHEREAS, the Contra Costa Rail Opportunity Study, consigned by Contra Costa County, identified opportunities for development of rail transit facilities in Contra Costa - along the I- 680 and 1- 80 corridors. Both corridors linking developing residential areas in Solano County with job centers in Alameda and Contra Costa counties, and; WHEREAS, Alameda and Contra Costa Counties cooperated in a Rail Consolidation Study with the Port of Oakland that found sufficient reserve rail capacity(on the Southern Pacific facility) along the 1-80 corridor for both goods and people movement, and; WHEREAS, reconstruction of the Cypress project(on a new alignment) requires reconstruction of the mainline tracks and rail yards in West Oakland. The newly aligned mainline will significantly improve the capacity of the system to handle passenger rail traffic, and; WHEREAS, new inter-regional rail service, as a result of ACR 132, has been instituted between San Jose and Sacramento, and; WHEREAS,Alameda, Contra Costa and Solano counties are well served by an extensive network of railroad lines, which have contributed significantly to the economic growth and stability to the East Bay region, and; - i' a WHEREAS, both Contra Costa and Alameda counties own abandoned rail rights of way that could be utilized for transit purposes, and; WHEREAS, preservation of a regional rail network for purposes of both freight and passenger movement should be a high priority for the three Congestion Management Agencies, three Counties, and the Metropolitan Transportation Commission, and; WHEREAS, MTC Resolution 1876,the New Rail Starts Program, is project specific(BART, MUNI, CALTRAIN, and Santa Clara projects) the next logical step is the development of a comprehensive plan to guide the planning and programming of rail facilities in the Bay Area beyond Resolution 1876, and; WHEREAS, San Joaquin County has initiated a study of opportunities for development of rail through the Altamont Pass area to connect the rapidly developing residential areas along the 1-5 corridor in San Joaquin County with the job centers in the Tri-Valley (and to BART), and; WHEREAS, Caltrans is proposing to construct a second Benicia-Martinez bridge crossing as well as a replacement for the existing Carquinez Bridge. Provisions for future rail transit crossings should be incorporated into the design to avoid the need to construct separate (and very expensive) transit crossings in the future, and; WHEREAS, the "Intermodal Surface Transportation Efficiency Act of 1991" establishes new programs and provides increased flexibility for the development of new or expanded mass transportation facilities, as well as opportunities for development of new rail facilities in the East Bay, and; WHEREAS, many areas of the State and Nation have positioned themselves for new rail transit projects through development of multi-agency cooperative ventures, and; WHEREAS, new Air Quality Regulations(Federal and State) require improvements in air quality. New or expanded mass transit facilities will help in the attainment of these goals, and; WHEREAS, energy conservation is an important consideration in planning. Mass transit is a logical approach to dealing with the issue in the transportation arena, and; WHEREAS, long range Countywide Transportation Plans and Congestion Management Plans are under preparation in Alameda, Contra Costa and Solano counties and coordinated mass transit components are needed, and; WHEREAS, preparation of comprehensive transportation plans, including Action Plans, are underway by the Tri-Valley Transportation Council and Regional Transportation Planning Committees to the Contra Costa Transportation Authority, which should be integrated with a regional rail plan, and; 2 Ab WHEREAS, the Caltrans Rail Task Force (San Joaquin Line) is looking for ways of improving rail access to the Bay Area (through the Altamont area and/or through Martinez). WHEREAS, without long range plans in place, costs for development of mass transit facilities in the future could escalate beyond reasonable levels, and; WHEREAS, the protection of rail corridors, especially in developing areas, is critical, and; WHEREAS, the Metropolitan Transportation Commission's Regional Transportation Plan sets forth a concept wherein the Carquinez Bridge, the Benicia Martinez Bridge, the 1-80/1-580 interchange, the Bay Bridge distribution structure and the Altamont Pass are defined as gateways where added capacity needed, to serve increased demand through the gateways, is to be provided by HOV/transit lanes or transit service and facilities. WHEREAS, continued economic vitality of the East Bay is contingent upon the availability of adequate transportation facilities. WHEREAS, planning for rail projects in the Bay Area requires coordination among multiple Counties and Transportation agencies; NOW THEREFORE BE IT RESOLVED, in consideration of the above recitals, the parties hereto agree execute a joint exercise of powers agreement as follows: 1. Authority. This joint exercise of powers agreement is entered into in accordance with and subject to the provisions of California Government Code Section 6500 et seq. If. Parties and Date. This Agreement is entered into this (date) by and between Alameda County, Contra Costa County,Solano County,the Alameda County Congestion Management Agency,the Contra Costa County Congestion Management Agency, and the Solano County Transportation Authority which are public agencies of the State of California as individual public entities which mutually promise and agree as set forth. III. Method. The Agencies, individually and in common, have the power to study, discuss, plan. recommend and implement policies and programs pertaining to transportation. The Agencies propose to jointly exercise some or all of the foregoing powers through the Authority. 3 i i N. Creation of Authority. There is hereby created pursuant to Section 6500 et seq. of the California Government Code, a separate joint powers agency to carry out the purposes hereof, which Authority shall be known as the Greater East Bay Rail Opportunities Coalition (CEBROC). The Authority shall be a public entity separate and distinct from the Agencies. The Authority shall come into being on the effective date of this Agreement and shall be dissolved only upon termination of this Agreement as herein provided. Within 30 days after the effective date'of this Agreement or any amendment, hereto, Contra Costa County staff, acting as Authority staff, shall prepare and file a notice of the Agreement with the office of the Secretary of State in.the manner set forth in Section 6503.5 and 53051 of the California Government Code. V. Definitions. A. Unless the context otherwise requires, the following terms used in this Agreement shall have the meanings respectively ascribed thereto: 1. "Agreement" means this joint exercise of powers .agreement. 2. "Alternate Director" means the director representing the Party in the absence of a Director as described in Section VII A.3. 3. "Authority" means the agency created by this joint Exercise of Powers Agreement, to be known as the Greater East Bay Rail Opportunities Coalition (GEBROC), a separate entity created by this Agreement. 4. "Board" or "Board of Directors" means the governing body of the Authority. 5. "Director" means the individual representing a Party as described in Section VII A.2. 6. "Effective Date" means the date hereof which is the date of execution of this Agreement by the last of the Parties hereto or such other date following such last- executed date selected by the Parties for convenience. 7. "Member"or"Party' means each of the parties which become a signatory to this Agreement, accepting the rights and obligations of the Authority hereunder, including a public entity executing any addendum to the original Agreement as hereinafter provided. 4 VI. Membershia. The members of the Authority shall each be a public entity which has executed or hereafter executes this Agreement, including any addenda or amendment thereto. VII. Governing Board of the Authority. A. Voting Members of the Board: The business of the Authority shall be conducted by a Board of Directors, the members of which shall be selected and serve as follows: 1. Directors shall be designated and appointed by each Party within thirty (30) days after the Effective Date hereof. 2. Each Party shall appoint two (2) Directors who have demonstrated an interest in, or have experience with transportation planning, programming and financing. Directors shall be elected officials. At least one (1) Director from each Party shall be a member of the governing body of the Party which they represent. 3. Each Party may appoint one(1)Alternate Director. The Alternate Director shall be authorized to act only in the absence of the Party's respective Director, shall vote in the same number of votes as a Director, and shall have the same authority and exercise the same powers on such occasions as such Director. The Alternate Director shall have demonstrated an interest in,or have experience with transportation planning, programming and financing. Alternate Directors shall be elected officials. 4. The Authority shall consider and appoint one (1) Director and one (1) Alternate Director as nominated by the Metropolitan Transportation Commission. Said individuals nominated by the Metropolitan Transportation Commission shall be Commissioners who are currently serving on the Metropolitan Transportation Commission and must represent a County that is party to this Agreement. 5. The Directors shall exercise all powers of a Director contained herein or authorized by law. 6. Each Director shall have a single vote on matters coming before the Board. 7. Directors and Alternate Directors shall serve thirty month terms but,will continue until their replacement is named - so as long as they continue to hold public office. Party shall have the right to reconfirm their Directors or Alternate Directors in the event said Directors or Alternate Directors should become an elected official of another public entity. 5 i I Alb 8. If for any reason a Director is no longer an elected official, the Alternate Director shall serve in his or her place until a successor is named and qualified. if no qualified Alternate Director was appointed, such Director shall continue to serve until the earlier of(1) the appointment of his or her successor. (2) the end of the 60th day following the date such Director ceases to be an elected official. 9. The Board of Directors shall elect a chair and vice-chair at their first meeting. The Board shall have the power to appoint such additional officers as it deems necessary. The Board shall designate the terms of office with the first election. 10. Within 60 days of the effective date of this agreement, the Board of Directors shall develop and adopt criteria, qualifications and procedures for upgrading ex-officio members of the Authority to full voting status. The criteria and qualifications shall consider all factors including the agency's jurisdiction, size, qualifications, experience and relevance to issues of concern to the Authority. 11. Members of the Board of Directors shall not receive any compensation or reimbursement of expenses for serving as such. B. Ex-Officio Members of the Board: In addition to voting members, the Authority shall have a category of non-voting "ex-officio" membership. Public agencies, who because of a demonstrated interest, experience or other unique qualifications, in the opinion of the Board of Directors, should participate in the activities of the Authority shall be designated as "ex- officio" members: 1. The San Francisco Bay Area Rapid Transit District(BARTD) shall be an ex- officio member of the Authority. The Board of Directors of BARTD shall appoint a representative to the Board. Said appointment shall be a BARTD Director. 2. The California Department of Transportation (CALTRANS) shall be an ex- officio member of the Authority. The appointment shall be made by the Director of CALTRANS District 4. 3. Additional ex-officio members: Within 60 days of the effective date of this agreement, the Board of Directors shall develop and adopt criteria, qualifications and procedures for the addition of other ex-officio members to the Authority. The criteria and qualifications shall consider all relevant factors including the agency's jurisdiction, size, qualifications, experience and relevance to issues of concern to the Authority. Vlll. Board Operations. A. r Regular meetings: The Board shall establish a regular meeting schedule and shall 6 specify, by resolution, the date and hour thereof, and the place at which regular meetings shall be held. B. Call, Notice and Conduct of Meetings: All meetings of the Board, including without limitation, regular, adjourned regular, and special meetings, shall be called, noticed, held and conducted in accordance with the provisions of Chapter 9 (commencing with Section 54950), Part 1, Division 2, of Title 5 of the California Government Code (the 'Ralph M. Brown Act"). C. Minutes: The Chair of the Board shall cause minutes of all meetings to be kept and shall cause copies of the minutes to be provided to each Director and Party. D. Quorum: A majority of the total votes of the Board shall constitute a quorum, except that less than a quorum may adjourn from time to time. Each County or its Congestion Management Agency must be represented to constitute a quorum. E. Rules: The Board may adopt from time to time such rules and regulations for the conduct of its affairs as may be required. F. Vote or Assent of Board: A majority vote of a quorum of the Board shall be required to approve the business of the Authority, except that any vote approving policy or recommendations to the Parties shall require a majority vote of the Board. Any majority vote must comprise of at least one affirmative vote by each County or it's Congestion Management Agency. Director or the designated Alternate Director must be present in order to vote. The Board shall establish guidelines to distinguish between policy and business matters. G. Administration: Contra Costa County shall act as staff to the Authority and provide initial administrative and staff support and administer consultant contracts. The Authority may pursue other external sources of funds for staff support. H. Program Costs: Initial expenses shall be covered by a Petroleum Violation Escrow Account (PEVA) grant secured by Contra Costa County. The Authority may pursue other funding, including grants or funds from any member agency,for which the Authority would be the recipient,to augment funding from Contra Costa's PEVA grant to cover other administrative or consultant costs. Staff provided by any Party pursuant to Section V111.G. or Section X11.A. shall be at no cost to the other Parties or the Authority. I. Principal Office: The principal office of the Authority shall be the offices of the Contra Costa County Community Development Department unless some other place is fixed by action of the Board of Directors. 7 i f IX. General Powers. The Authority shall have the power to do the following in its own name: A. To provide oversight and direction to planning studies. B. To develop and advocate policy. C. To exercise any power delegated by the Parties and to advise the Parties in the exercise of individual powers possessed by said Parties,provided that said powers are exercised in furtherance of the purposes of this Agreement by mutual consent and agreement of the constituent Parties to this Agreement. X. Specific Powers. A. The Authority is hereby empowered to develop, adopt and implement a Work Plan to: 1. Identify, evaluate and prioritize opportunities for the development of rail and/or mass transit facilities serving the Greater East Bay. 2. Develop a comprehensive plan for the development of new or expanded rail and/or mass transit facilities for the East Bay counties. 3. Develop funding strategies of rail facilities for the development of new or expanded rail and/or mass transit facilities in the East Bay. B. Develop,adopt and recommend a strategy oriented at implementing the findings derived from the Work Plan. C. Establish such by-laws and rules and regulations as may be necessary for its operation and for the conduct of the Authority's business. D. Receive, accept and utilize the services of personnel offered by any of the Members, or their representatives or agents; receive, accept and utilize property, real or personal, from any of the Members or their agents or representatives. E. Add other parties and ex officio representatives to the Authority under specified circumstances as outlined in Section XV and Section —. F. Appoint a Commissioner from the Metropolitan Transportation Commission to the Board of Directors as outlined in Section VII A.4. G. Strive to ensure that the development ofAuthority policies and recommendations represent the Parties' best interests relative to other local governments, Congestion 8 Management Plans, regional, State, and Federal planning policies. H. Apply for and be the recipient of public and/or private grants which are consistent with the powers of this Agreement. 1. Execute and administer contracts at such time the Authority becomes a recipient of grant funding. J. Adopt policies,rules of procedure and other operational matters of the Authority. XI. Restrictions Uvon Exercise of Power of Authority. A. The powers of the Authority shall be expressly limited to the specific powers outlined in Section X. Each Party is participating as a member to this Agreement with the intent of furthering cooperative multi-county, multi-modal planning. While each Party agrees to consider the recommendations or actions of the Authority, nothing in this Agreement shall in any way bind any Party to any course of action with respect to the issues under discussion by the Authority. Each Party specifically reserves the right and obligation to independently prioritize projects, make policy recommendations, and take whatever actions it deems appropriate with respect to matters under discussion by the Authority. B. The Authority is subject to the statutory restrictions upof; "the manner of exercising its powers as are imposed upon Contra Costa County in the exercise of similar powers, as provided in Section 6509 of the California Government Code. C. Each Party reserves the right to independently ratify Board actions to designate additional ex-officio representatives to the Authority and/or actions of the Board to upgrade ex-officio members to full voting status. X11. Committees. A. The Board may establish sub-committees of the Board as it may deem appropriate. B. Technical Advisory Committee: The Board shall appoint a Technical Advisory Committee (TAC) within 60 days of the effective date of this agreement. The TAC shall be comprised of staff from the parties signatory to this Agreement as well as other interested agencies and individuals, including but not necessarily limited to, transit operators, City/local agency staff,Caltrans, Regional Transportation Planning Committees and/or Technical Advisory Committees to the Congestion Management Agencies,Transportation Management Associations, and private sector interests. The Board will receive technical support from the Technical Advisory Committee. 9 i i i C. Advisory Committees: The Board may establish other advisory committees as it deems appropriate to advise the Authority on matters relating to implementation of any component of the approved Work Plan. Such committees shall be composed of such persons as the Board shall determine; provided, however, that such membership shall not necessarily be limited to persons representing, or associated with, the Parties. The purpose and the function of any such committee or committees shall be specified by the Board. XIII. Financial Provisions. A. Funds and Expenditures: As long as the Authority's Program Costs are covered by the Petroleum Violation Escrow Account(PVEA) grant secured by Contra Costa County and staff support is provided by Contra Costa County-at no cost to the other Parties, Contra Costa County shall keep and maintain financial records pursuant to the requirements of the PVEA grant. If and when the Authority becomes the recipient of grant funding, the Authority activate the accounting and reporting policies and procedures, as required by California Government Code. B. Depositary;Auditor: The Treasurer of Contra Costa County is hereby designated as the Treasurer of the Authority. Subject to the applicable provisions of any indenture or resolution providing for a trustee or other fiscal agent, the treasurer is designated as the depositary of the Authority to have custody of all the money of the Authority, from whatever source, and as such, shall have the powers, duties and responsibilities specified in Section 6505.5 of the California Government Code. The Auditor-Controller of Contra Costa County is hereby designated as controller of the Authority, and, as such, shall have the powers, duties and responsibilities specified in Section 6505.5 of the California Government Code. He or she shall draw checks to pay demands against the Authority when the demands have been approved by the Authority. The Contra Costa County Board of Supervisors shall determine the charges to be made against the Authority for the services of the treasurer and controller, provided that such charges shall not exceed the actual costs for such services. C. Bonds: The treasurer and controller of the Authority are designated as the public officers or persons who have charge of, handle, or have access to any property of the Authority, and each such officer shall file an official bond in the amount of required by Section 6501.1 of the California Government Code. D. Audit: The Authority shall provide for the accountability of all its funds and shall provide for an annual independent audit pursuant of Section 6505 of the California Government Code. XIV. Amendments. This Agreement may be amended at any time, or from time to time, by one or more supplemental agreements executed by all of the Parties who are then Parties hereto, either as required in order to carry out any of the provisions of this Agreement, or for any Project, or for any other purpose, in pursuance of the purposes of this Agreement. 10 Ab XV. Addition of Parties. A County, its Congestion Management Agency, or another Public Entity may be added to the Authority, upon request, evidenced by submission of a certified copy of a resolution adopted its governing board. Such request must be approved by a majority of the Board of Directors. The addition shall not become effective until the new Party and all existing Parties have executed a written amendment to this Agreement, by the terms of which the new Party agrees to comply with and be bound by all provisions of this Agreement,including any addenda or amendments thereto. Each Party to this Agreement hereby authorizes its Directors, Alternate Directors or their designees to sign amendments adding new Parties to the Authority. XVI. Termination of Party's Participation in the Authority. Notice of intention to withdraw from this Agreement shall be given, to the Authority, by resolution of the governing body of the Party intending to withdraw. Such resolution shall be approved by a vote of not less than two thirds (2l3rds) of the entire membership of the governing body intending to withdraw from this Agreement. The Party intending to withdraw shall give written notice of its intent to do so to the Board of Directors and to the other Parties. The Board of Directors and other Parties shall be given at least a 60 day notice. The withdrawal of such Party becomes final upon receipt of a certified copy of said resolution by the Authority, and upon termination of said minimum 60 day notification period. XVII. Term and Termination. This Agreement shall continue until terminated as specified in this paragraph. This Agreement shall terminate upon June 30, 1995 unless extended by mutual agreement of the participants. XVIII. Disposition of Assets Upon Termination by All Parties. Upon termination of this Agreement by mutual consent of all Parties, all assets of the Authority shall be returned to the Parties in proportion.to the contributions determined as of the time of termination. Such assets shall be distributed after the payment of all liabilities and expenses validly incurred under this Agreement. XIX. Liability. I i A. The debts, liabilities, and obligations of the Authority shall not be the debts, ! liabilities and obligations of the Parties. B. It is mutually understood and agreed, relative to the reciprocal indemnification of Authority and Parties: 11 i 1. That neither Authority, nor Parry, nor any officer or employee thereof, shall be responsible for, and the indemnifying Party shall fully indemnify and hold harmless Authority and the other Parties against any damage or liability occurring by reason of anything done or omitted to be done by such Party under or in connection with any work, authority or jurisdiction delegated to Party under this Agreement. It is also understood and agreed that pursuant to Government Code Section 895.4, such Party shall fully indemnify and hold the Authority and the other Parties harmless from any liability imposed for injury as defined by Government Code Section 810.8 occurring by reason of anything done or omitted to be done by the indemnifying Parry under this Agreement of in connection with any work, authority, or jurisdiction delegated to such Party under this Agreement. 2. That neither Parties, nor any officer or employee thereof, shall be responsible for,and Authority shall fully indemnify and hold harmless Parties against any damage or liability occurring by reason of anything done or omitted to be done by Authority under or in connection with any work, authority or jurisdiction delegated to Authority under the Agreement. It is also understood and agreed that, pursuant to Government Code Section 895.4, Authority shall fully indemnify and hold the Parties harmless from any liability imposed for injury as defined by Government Code Section 810.8 occurring by reason of anything done or omitted to be done by the Authority under this Agreement or in connection with any work, authority, or jurisdiction delegated to Authority under this Agreement.. XX. Successors: Assignment. This Agreement shall be binding upon and inure to the benefit of the successors or assigns of the Parties. No Party may assign any right or obligation herein without the written consent of each of the other Parties. XXI. Notices. Any notice authorized or required to be given pursuant to this Agreement shall be in writing and shall be deemed to be given when mailed, postage prepaid, or delivered during working hours to the following addresses, or to such changed addresses as are communicated to the Authority and the Parties in writing: Authority: c% County Administrator ' County of Contra Costa 651 Pine Street Martinez, CA 12 Alameda County: cto County Administrator 1221 Oak Street, Rm. 555 County of Alameda Oakland, CA 94612 Contra Costa County: do County Administrator County of Contra Costa 651 Pine Street Martinez, CA 94553 Solano County: do County Administrator County of Solano 580 Texas Street Fairfield, CA 94533 Alameda County Congestion Management Agency: do Executive Director 24301 South Drive, Ste 200 Hayward, CA 94545-1541 Contra Costa County Congestion Management Agency: do Executive Director Contra Costa Congestion Management Agency 1340 Treat Boulevard, Ste. 150 Walnut Creek, CA 94596 Solano Transportation Authority: c/o Executive Director Solano Transportation Authority 1961 Walters Court, Suite K Fairfield, CA 94533 Bay Area Rapid Transit District: do General Manager BARTD Oakland, CA California Dept of Transportation: District Director Oakland, CA 13 i XXII. Governing Law. This Agreement is made in the State of California under the laws and Constitution thereof, and is to be so construed. XXIIi. Severability. Should any portion, term, condition or provision of this Agreement be decided by a court of competent jurisdiction to be illegal or in conflict with any law, or otherwise rendered unenforceable or ineffectual, the validity of the remaining portions, terms, conditions or provisions shall not be affected thereby. XXIV. Countervarts. This Agreement and any supplement or amendment hereto may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. XXV. Agreement Comvlete. This AGREEMENT constitutes the full and complete agreement of the parties. IN WITNESS WHEREOF, the parties hereto executed this AGREEMENT by authorized officials on the dates indicated below: 14 r ALAMEDA COUNTY CONGESTION MANAGEMENT AGENCY By: William Wthrow Chair ATTEST: By: Dennis R. Fay Executive Director By: Authority Legal Counsel I I1 I CONTRA COSTA CONCESTION MANAGEMENT AGENCY BY: Evelyn M. Munn Chair ATTEST: By: Robert K. McCleary Executive Director By: Authority Legal Counsel SOLANO TRANSPORTATION AUTHORITY CONGESTION MANAGEMENT AGENCY By: Chair ATTEST: By: John Gray Executive Director By: Thomas H. Gordinier Authority Legal Counsel CONTRA COSTA COUNTY By: Tom Torlakson. Chairperson Board of Supervisors ATTEST: Phil Batchelor, Clerk of the Board of Supervisors and County Administrator By: Deputy RECOMMENDED FOR APPROVAL• By: Val Alexeeff, Director FORM APPROVED: Victor J. Westman, County Counsel By: Deputy AIAMEDA COUNTY By: Edward R. Campbell, Chairperson • Board of Supervisors ATTEST: William Merhwein, Clerk of the Board of Supervisors By: Deputy RECOMMENDED FOR APPROVAL By: Donald J. La Belle Director of Public Works FORM APPROVED: Kelvin Booty,Jr., County Counsel By: Deputy i f I i i SOLANO COUNTY By: Sam Caddle, Chairperson ' Board of Supervisors ATTEST: linda L. Terra, Clerk of the Board of Supervisors By: Deputy RECOMMENDED FOR APPROVAL: By: John Cray Transportation Director, Public Works FORM APPROVED: Thomas Gordinier, County Counsel By: Deputy