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Contracts & Agreements_205-2022 (2)
AGREEMENT NO.21-1002655 BY AND BETWEEN SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY AND CITY OF REDLANDS FOR REDLANDS —DOWNTOWN STATION OPERATIONS AND MAINTENANCE THIS AGREEMENT ("AGREEMENT") is hereby made, entered into and effective on the date the last PARTY signs it, by and between the SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY ("SBCTA") and the CITY OF REDLANDS ("CITY"). SBCTA and CITY are sometimes individually referred to as "PARTY" and are collectively referred to as the "PARTIES." WHEREAS, the CITY and SBCTA previously entered into a Cooperative Agreement, SBCTA Contract No. C97-026, dated October 1, 1996, with regard to the planning, design, construction, operation and maintenance of the Downtown Redlands Station, including a commitment to make available 200 parking spaces within a quarter mile of a future rail terminal; and WHEREAS, SBCTA and CITY are parties to a Memorandum of Understanding, SBCTA Contract No. 15-1001047, dated February 12, 2015, as amended April 24, 2019 and July 16, 2018, defining the roles of SBCTA and CITY in design and construction of the Downtown Redlands Station and incorporating CITY -requested betterments into SBCTA's Redlands Passenger Rail Project ("PROJECT"); and WHEREAS, the PROJECT will now construct both an Arrow Service Platform at the historic Redlands Depot and a Metrolink Platform between Eureka Street and the historic Depot, collectively to be known as Downtown Redlands Station; and WHEREAS, the PARTIES desire to enter into this AGREEMENT to further define the roles and responsibilities of the PARTIES for the maintenance and security of the Downtown Redlands Station; and WHEREAS, the CITY has acquired a Parking Easement for 200 parking spaces within a parking structure being constructed immediately north of and adjacent to the Downtown Redlands Station; and WHEREAS, after this AGREEMENT has been in effect for 18 months, the PARTIES will meet and evaluate the performance and costs of the security services provided under this SBCTA Contract No. 21-1002655 DcalAgreementMSBCTA M&O Agreement FY22-0032.docx-jm AGREEMENT, and will mutually agree upon any revisions needed to the level of effort for security provided under this AGREEMENT; and NOW, THEREFORE, the PARTIES hereby mutually agree as follows: 1.1. Definitions. As used in this AGREEMENT, the following terms, phrases, words and their derivations, shall have the meanings set forth herein. Words used in the present tense include the future tense, words used in the singular shall include the plural, and plural words shall include the singular. Words not specifically defined shall be given their common and ordinary meaning. a. "Non -Operating Property" shall refer to such real property and facilities, excluding Operating Property, on which the Commuter Rail Station is situated, shown as Area "A" on Exhibit "A," Property. Non -Operating Property shall also include the Standard Platform. b. "Operating Property" shall refer to the real property owned by SBCTA that is used for railroad operations, including but not limited to railroad trackage right-of-way, rails, ties and ballast, shown as Area `B" on Exhibit "A," Property. c. "Standard Platform" shall refer to that certain type of rail passenger platform, the size, dimensions, and materials of which are set forth in more particular detail in Exhibit `B," Standard Platform. d. "Station Site" shall refer to SBCTA's real property purchased from the Atchison, Topeka and Santa Fe Railway Company and/or other persons upon which the subject Station is built, as shown in Exhibit "A," Property. e. "Commuter Rail Station" shall refer to the commuter rail passenger terminal and all Operating Property and Non -Operating Property associated therewith. The Commuter Rail Station is shown as Areas "A" and "B" on Exhibit "A," Property. f. "SCRRA" shall refer to the Southern California Regional Rail Authority. g. "Betterments" shall refer to facilities which are not required for the PROJECT nor required by CITY zoning or building regulations, but rather are enhancements to the PROJECT. It. "Parking Lot" shall refer to the parking lot spaces located within the Parking Easement in the parking structure located immediately north of and adjacent to the Commuter Rail Station, which will serve the Commuter Rail Station. The Parking Lot is shown as Area "C" on Exhibit "A," Property. The Parking Easement is attached to this Agreement as Exhibit "C," Parking Easement. i. "Arrow" shall refer to the commuter rail service operated by SCRRA. SBCTA Contract No. 21-1002655 L:1calAgreemenlslSBCTA M&O Agreement FY22-0032.doex-jm II. PURPOSE OF COOPERATIVE AGREEMENT 2.1. Maintenance and Security of the Commuter Rail Station. The purpose of this AGREEMENT shall be to provide for the maintenance and security of the Commuter Rail Station. III. OWNERSHIP OF PROPERTY 3.1. Commuter Rail Station Vesting of Title. The PARTIES agree that title to the Commuter Rail Station shall be held as follows: a. SBCTA shall hold title to the Commuter Rail Station shown as Areas "A" and "B" on Exhibit "A". b. CITY shall hold the easement rights set forth in the Parking Easement, Exhibit "C" IV. TERM OF AGREEMENT 4.1. Tenn. The term of this AGREEMENT is hereby effective on the date the last PARTY signs it, and shall continue thereafter until terminated as provided for in Article XV - Termination of Agreement. V. COMMUTER RAIL STATION 5.1. Maintenance of Commuter Rail Station. CITY shall oversee the maintenance of the Commuter Rail Station Non -Operating Property. The Commuter Rail Station platform maintenance areas are shown as Area "A," Commuter Rail Station Non -Operating Property, on Exhibit "A", Property. a. CITY shall arrange for and provide the maintenance of the Commuter Rail Station platform areas as set forth in Exhibit "D," Maintenance Schedule. b. CITY shall be 100% responsible for all costs required to operate and maintain the Commuter Rail Station Non -Operating Property, including, but not limited to, the costs of liability insurance, maintenance of the Standard Platforms, signage, security, perimeter landscaping, utilities and lighting. 5.2. Commuter Rail Station Security. CITY shall arrange for and provide security to the Commuter Rail Station Non -Operating Property. a. CITY shall be 100% responsible for all costs to provide security to the Commuter Rail Station Non -Operating Property. b. CITY shall arrange for the provision of security for the Commuter Rail Station Non - Operating Property to ensure customer and vehicle safety during commuter periods. Security shall be provided by uniformed guards from 15 minutes before the first train is scheduled to arrive until 30 minutes after the last scheduled train departs. SBCTA Contract No. 21-1002655 LkaWgreements\SBCTA M&O Agreement FY22-0032.docx-jm c. The "Level of Security" to establish minimum security requirements shall be jointly developed by the PARTIES. CITY station security responsibilities shall not extend to security inside the trains. SBCTA is supportive of CITY, or its security contractor, being allowed to enter the trains to follow a person of interest relevant to the provision of security at the station. The PARTIES agree to meet and confer no later than eighteen (18) months after the start of revenue service to jointly re-examine the minimum -security requirements for the Commuter Rail Station Non -Operating Property. 5.3. License. For the term of this AGREEMENT, CITY has license to enter upon the Commuter Rail Station Site expressly for the purpose of carrying out CITY's duties and obligations hereunder, and to operate and maintain the Non -Operating facilities located upon SBCTA's right-of-way, including but not limited to, the Standard Platforms. 5.4. First Two Years' Costs. Notwithstanding the CITY's responsibility for costs in Section 5.1 and 5.2 above, SBCTA shall be responsible for 100% of the CITY's Net Costs described therein for the first two years, commencing with the inauguration of the Arrow Service. "Net Costs" as used herein shall mean the CITY's actual cost for performance under Sections 5.1, 5.2, 7.3 and 7.4, less any revenue generated from Parking Fees, should the CITY impose them, as described in Section 7.2. VI. COMMUTER RAIL STATION BETTERMENTS 6.1. Maintenance of the Commuter Rail Station Betterments. At the time of execution of this AGREEMENT, no Betterments are contemplated or obligated for the Commuter Rail Station. Plans for any Betterments requested shall be submitted to SBCTA for approval, which approval shall not be unreasonably withheld or delayed; CITY shall construct such Betterments at its sole cost, and shall provide, at its sole cost, security and maintenance of said Betterments. VII. PARKING LOT 7.1. Reservation of Parkine. CITY shall perform appropriate planning, zoning, and permit activities to ensure that 200 parking spaces at the Parking Lot is reserved exclusively for patrons or visitors of the Downtown Redlands Station during operating hours. 7.2. Parkine Fees. The CITY may, subject to approval by SBCTA, which approval shall not be unreasonably withheld or delayed, initially set and charge parking fees to provide funding for: 1) maintenance of the Commuter Rail Station platform areas and Parking Lot; and 2) security for commuter rail patrons during operating hours. All such fees collected by the CITY shall be applied toward the CITY's costs for the security and maintenance of the Redlands — Downtown Station. Any remaining balance shall be reserved and applied towards the Parties' collective costs for major maintenance and rehabilitation projects of the Commuter Rail Station platform areas and improvements associated with CITY implemented collection of parking fees, if any. Notwithstanding the provisions of Section 12.2 and Section 16.2, upon termination of this Agreement, the SBCTA Contract No. 21-1002655 BcMftreementslSBCTA M&0 Agreement FY22-0032.docx-Jm CITY shall retain any fund balance of parking fees collected pursuant to this Section. 7.3. Maintenance of the Parking Lot. CITY shall manage and oversee the maintenance of the Parking Lot. The Parking Lot maintenance area is shown as Area "C" on Exhibit "A", Property. a. CITY shall arrange for the maintenance of the Parking Lot as set forth in Exhibit "D," Maintenance Schedule. b. CITY shall be 100% responsible for all costs to maintain the Parking Lot pursuant to the terms of the Parking Easement. 7.4. Security of the Parking Lot. CITY shall manage and oversee the security of the Parking Lot. The Parking Lot security area is shown as Area "C" on Exhibit "A", Property. a. CITY shall be 100% responsible for all costs to provide security to the Parking Lot b. CITY shall arrange for the provision of security for the Parking Lot to ensure customer and vehicle safety during commuter periods. Security shall be provided from 15 minutes before the first scheduled train until 30 minutes after the last scheduled train. c. The "Level of Security" to establish minimum security requirements shall bejointly developed by the Parties to this Agreement and shall be consistent with the "Level of Security" provided by CITY for the Downtown Redlands Station. The Parties agree to meet and confer no later than eighteen (18) months after the start of revenue service to jointly re-examine the minimum security requirements. 7.5. First Two Years Costs. Notwithstanding the CITY's responsibility for costs in Section 7.3 and 7.4 above, SBCTA shall be responsible for 100% of the CITY's Net Costs described therein for the first two years, commencing with the inauguration of the Arrow Service. "Net Costs" as used herein is defined in Section 5.4. VIII. INSURANCE 8.1. SBCTA shall obtain real property insurance for the Standard Platforms which shall include the canopies thereon, the cost of which shall be shared equally between SBCTA and CITY. For example, if the insurance premium attributed to insuring the Standard Platforms at the Commuter Rail Station was determined to be $1,000 one year, then CITY shall reimburse SBCTA $500 for that year's cost of real property insurance for the Standard Platforms. 8.2. CITY shall be responsible for securing and maintaining property insurance or self- insurance which covers Non -Operating Property which is not otherwise insured by SBCTA pursuant to Section 8.1 with coverage types and limits consistent with CITY insurance of similar assets. CITY shall be responsible for 100% of the cost of insurance required under this Section 8.2. City shall add SBCTA as an Additional Insured on all property insurance covering said property. SBCTA Contract No. 21-1002655 L:Ica\Agreements\SBCTA M&0 Agreement FY22-0032.docx-jm IX. FISCAL YEAR 9.1. Fiscal Year. The fiscal year of this AGREEMENT shall begin on the first day of July each year. X. INVOICES AND ACCOUNTING 10.1. Accounting. Each PARTY shall make the relevant portions of its accounting books and records available to the other PARTY at any time during the term of this AGREEMENT upon reasonable prior written notice. XI. DISTRIBUTION OF PROPERTY 11.1. Distribution of Prol2eqy. Upon termination of this AGREEMENT, vesting of title shall remain in SBCTA's name. Any surplus parking fee revenue funds collected as described in Section 7.2 shall be retained by CITY. 11.2. Distribution to Parties. Except as provided in Section 11.1. Distribution of Promo erty, all proceeds that may accrue to the PARTIES under this AGREEMENT shall be distributed to the PARTIES in equal shares. XII. NOTICES 12.1. Notices to PARTIES. All notices, consents, directions, approvals, instructions, requests, and other communications regarding this AGREEMENT shall be in writing, shall be addressed to the persons and addresses set forth below, and shall be (i) deposited in the United States Postal Service mail, first class, certified with return receipt requested and with appropriate postage, or (ii) hand delivered. From time to time each of the PARTIES may designate a new address for purposes of the Article by providing notice to the other signatory as provided in this Section 12.L To CITY: City Clerk City of Redlands 35 Cajon Street, Suite 4 Redlands, CA 92373 With a Copy to: City Attorney City of Redlands 35 Cajon Street, Suite 200 Redlands, CA 92373 SBCTA Contract No. 21-1002655 L:kcakAgreementslSBCTA M&O Agreement FY22-0032.docx-jm To SBCTA: Director of Transit & Rail Programs San Bernardino County Transportation Authority 1170 W. Third Street, 2" d Floor San Bernardino, CA 92410 With a Copy to: General Counsel San Bernardino County Transportation Authority 1170 W. Third Street, 2nd Floor San Bernardino, CA 92410 All notices shall be deemed to have been given: if sent by US certified mail, return receipt requested, three (3) business days following deposit with the United States Postal Service; if by overnight delivery service, courier, or other personal delivery, upon receipt. Notice to a PARTY shall not be effective unless and until each required copy of such notice is given to said PARTY as provided above in this Section 12.1. In the event of inability to deliver a notice because of a changed address of which no notice was given, or any rejection or other refusal to accept any notice, receipt shall be deemed made as of the date which the United State Postal Service endorses the notice as undeliverable and consequently returns the notice to the sender. Any notice to be given by any PARTY may be given by legal counsel for such PARTY. XIII. MISCELLANEOUS 13.1. Consents and Agreements. Any and all consents and agreements provided for or permitted by this AGREEMENT shall be in writing, and a signed copy thereof shall be filed and maintained by each PARTY in its official records together with this AGREEMENT. Whenever consent or approval of any PARTY is required, that PARTY shall not unreasonably withhold or delay such consent or approval. 13.2. Sole and Only Agreement. This AGREEMENT contains the sole and only agreement of the PARTIES as to the subject of this AGREEMENT and correctly sets forth the rights, duties, and obligations of each PARTY to the other as of this date. Any prior agreements, policies, negotiations, and/or representations are expressly set forth in this AGREEMENT. 13.3. Amendments. This AGREEMENT may be amended or modified only by an instrument in writing, signed by the PARTIES. 13.4. Severability. If any one or more provisions contained in this AGREEMENT shall be held invalid or illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein. 13.5. Headings and Subtitles. Headings and subtitles of this instrument have been used for SBCTA Contract No. 21-1002655 L:Ica\AgreementslSBCTA M&0 Agreement FY22-0032.docx-jm convenience only and do not constitute matter to be considered in interpreting this AGREEMENT. 13.6. Indemnity. Each PARTY hereto covenants and agrees to release, indemnify, defend, and hold harmless the other PARTY hereto, its affiliates and their respective members, commissioners, officers, directors, employees, agents, consultants, contractors, permittees, licensees, successors and assigns, to the maximum extent permitted by law, from and against all liability, loss, claims, suits, damages (including consequential damages), costs, judgments and expenses (including, without limitation, any fines, penalties, judgments, litigation expenses, and experts' and attorneys' fees), that arise, directly or indirectly, from, asserted against or incurred by reason of, resulting in any manner from, or relating in any manner to: (a) the acts or omissions of the indemnifying PARTY, its employees, contractors or agents relating to this AGREEMENT and the performance of the duties set forth herein; (b) any claims by third parties arising from or relating to or in connection with the breach or alleged breach of any of the provisions hereof by the indemnifying PARTY; (c) acts or omissions of any firm employed by the indemnifying PARTY to perform any portion of the duties or obligations contained herein; (d) completed operations liability or other personal injury claims which may be asserted arising from respective passenger rail services; except in each case to the extent caused or contributed to by the gross negligence or the intentional or willful misconduct of the indemnified PARTY. Each PARTY shall obtain and maintain during the time this AGREEMENT is in effect adequate insurance or self-insurance to cover its liability, defense and indemnification obligations, including but not limited to Commercial General Liability, Automobile Liability, Worker's Compensation and Property Insurance, in order to protect itself and the other parties. Each PARTY shall list each other PARTY as additionally insured on their respective Commercial General Liability insurance policies. 13.7. Law of the Jurisdiction and Venue. In the event of any litigation arising out of the terms of this AGREEMENT, the law of the State of California shall apply, and the venue of any such action shall be the Superior Court of the State of California for the County of San Bernardino, San Bernardino District. 13.8. Dispute Resolution. In the event any dispute arises between the ,PARTIES under or in connection with this AGREEMENT, the dispute shall be resolved by the Executive Director of SBCTA and the Mayor of the CITY, or their duly authorized representatives, within thirty (30) calendar days after receipt of written notice of said dispute. Said notice shall include a detailed statement of the grounds of the dispute and reasons why the dispute should be resolved in the disputing PARTY's favor. If the PARTIES fail to resolve the dispute in a manner acceptable to the disputing PARTY, then such dispute may be decided by the court as set forth in Section 13.7, however, nothing in this AGREEMENT shall prevent the PARTIES from engaging in any mutually agreed alternative dispute resolution, including, but not limited to, mediation. Pending resolution of the dispute, PARTIES shall proceed with the performance of this AGREEMENT to the extent practicable. 13.9. SCRRA Permitting. This AGREEMENT is not in lieu of SCRRA's Permitting and Right -of -Entry process. The PARTIES and their respective consultants and contractors are required at all times to follow all SCRRA Temporary Right -of -Entry Agreement SBCTA Contract No. 21-1002655 L:\ca\Agreements\SBCTA M&O Agreement FY22-0032.docx-jm ("Form 6") and Rules and Requirements for Construction on Railway Property ("Form 37") requirements for any persons, work or equipment upon the railroad right-of-way and other applicable guidelines and directives. Applicants must submit SCRRA's Form 6 prior to entering or beginning work on railroad right-of-way before SCRRA support services will be scheduled or provided including: Employee -In -Charge (EIC), Flagging, SCRRA cable and signal marking, and SCRRA Safety. SCRRA Form 6 and Form 37 may be found upon the Metrolink website. XIV. DEFAULT AND REMEDIES 14.1. Event of Default. For the purposes of this AGREEMENT, the use of the terms "defaulting PARTY" or "non -defaulting PARTY" are in each case limited to and specific to each Event of Default or Default, independent of any other Event of Default or Default which has or may have occurred. Each of the following shall constitute an "Event of Default": a. A failure by any PARTY to make, or cause to be made, any payment due and payable by said PARTY to the other PARTY on or before the date that any such payment or deposit is due following the expiration of any applicable grace period set forth in the applicable document. b. Failure by any PARTY to perform or observe any of its obligations set forth in this AGREEMENT. 14.2. Opportunity to Cure. Except as provided below, no Event of Default under Section 14.1- Event of Default shall constitute a "Default" until all of the following has occurred and the Event of Default remains uncorrected: a. The non -defaulting PARTY has given written notice to the defaulting PARTY of such Event of Default, specifying the particular facts and circumstances that constitute an Event of Default. However, failure to provide notice of Event of Default in accordance with Section 12.1-Notices to PARTIES shall not be deemed to waive any PARTY's rights under this AGREEMENT or applicable law, and may be cured by subsequently providing notice in the required manner; b. The defaulting PARTY has had thirty (30) calendar days after receipt of such written notice to correct the Event of Default. If the defaulting PARTY cannot correct the Event of Default within thirty (30) calendar days, and the non -defaulting PARTY, in its reasonable judgment, consents, the defaulting PARTY may initiate and diligently pursue necessary corrective treasures approved by the non -defaulting PARTY. However, any Event of Default must be remedied within one hundred eighty (180) calendar days after its initial occurrence. Should the defaulting PARTY fail to cure the Event of Default within thirty (30) calendar days after receipt of a written notice to correct the Event of Default, or fail to initiate and diligently pursue the approved corrective action within thirty (30) calendar days after receipt of a written notice to correct the Event of Default if the non -defaulting PARTY has reasonably consented to a longer period to cure, or otherwise fails to cure the Event of Default within such time period as the non -defaulting PARTY has reasonably consented to allow, then the Event of Default shall constitute a Default. SBCTA Contract No. 21-1002655 L:1cMgreementslSBCTA M&O Agreement FY22-0032.doex-jm 14.3. Remedies. Whenever any Event of Default becomes a Default pursuant to Section 14.2. Opportunity to Cure, the non -defaulting PARTY may initiate any corrective action it deems appropriate and may charge the reasonable costs for said corrective actions back to the defaulting PARTY which must be paid in full by the defaulting PARTY no later than thirty (30) calendar days from receipt of the related invoices; additionally, the non - defaulting PARTY may take whatever action at law of equity that may appear necessary or desirable to make the non -defaulting PARTY whole or compel the defaulting PARTY to perform as required by this AGREEMENT. 14.4. No Remedy Exclusive. No remedy herein conferred upon or reserved to any PARTY is intended to be exclusive of any other available remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy available under this AGREEMENT, at law or in equity. No delay or omission to exercise any right or power accruing upon any Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time -to -time and as often as may be deemed expedient. 14.5. Attorneys' Fees. In addition to any other remedies provided hereunder or available pursuant to law, if any PARTY brings an action or proceeding to enforce, protect or establish any right or remedy hereunder, the prevailing PARTY shall be entitled to recover from the other PARTY or PARTIES, as applicable, its costs of suit and reasonable attorneys' fees. The costs, salary and expenses of the CITY Attorney and SBCTA's General Counsel and members of their offices in enforcing the AGREEMENT shall be considered as "attorneys' fees" for the purposes of this Section. XV. TERMINATION OF AGREEMENT 15.1. Acts Constituting Termination. This AGREEMENT shall commence on the date of its execution and shall continue until: a. Mutual agreement of the PARTIES hereto to terminate this AGREEMENT; b. Passenger rail service to the Commuter Rail Station is permanently discontinued. c. Non -defaulting PARTY provides notice of termination to the defaulting PARTY for the defaulting PARTY's Default which has not been cured in accordance with Section 14.2. Opportunity to Cure. 15.2. Distribution on Termination. Upon termination of this AGREEMENT pursuant to Section 15.1, all affairs undertaken or conducted pursuant to this AGREEMENT shall be wound up, the assets liquidated, the debts paid and the proceeds divided among the PARTIES to this AGREEMENT as provided in Article XI. Distribution of Property. Upon termination of this AGREEMENT pursuant to Section 15.1, all duties, obligations and responsibilities of the PARTIES, or any successors to their interests in this AGREEMENT, shall terminate, except the indemnification obligations of Section 13.6. SBCTA Contract No. 21-1002655 L:1ca\Agreements\SBCTA M&O Agreement FY22-0032.doex-jm XV1. ACCEPTANCE 16.1. Acceptance of Agreement. The PARTIES have approved this AGREEMENT by official actions of their respective governing bodies and accept and agree to the terms set forth as of the date set forth above. ------------------------------SIGNATURES ON FOLLOWING PAGE -------------------------- SBCTA Contract No. 21-1002655 L:1ca\Agreements\SBCTA M&O Agreement FY22-0032.doc -jm SAN BERNARDINO COUNTY TRAPrtBis4hop RTATION AUTHORITY By: Board President Date: H I APPROVED AS TO FORM CITY F RE_ D3`ANDS � J By: Paul Barich Mayor, City of Redlands Date: ATTEST: By: By: lianna K. Tillquist e Donaldson General Counsel - y Clerk Date: '513 SBCTA Contract No. 21-1002655 Date: I/41/22— L:Ica\Agreements\SBCTA M&O Agreement FY22-0032.docx jm Exhibit "A" Property SBCTA Contract No. 21-1002655 L:IcMAgreements\SBCTA M&O Agreement FY22-0032.docx-jm 1S Ln 1 LO 1 N 1 r Q I � 1 co � I � I 1. a--i h—— -—— ————— ^ — — — —— tf } I i t i� 1 �- 1 L--- ----------...,.._--.r71 00 r!o co Q I N 00 r 0CD 1 I L — ^ — — — — — — — — — — — — — — a� C O 3 -) C U � oQ m�° N m LL �o �� C C ro ro r� O O N O J ea ry E Y L � O M m N d Zn �+ Lu V N +� Q Q 0 CL. Exhibit `B" Standard Platform SBCTA Contract No. 21-1002655 L:1calAgreementslSBCTA M&O Agreement FY22-0032.docx-jm ZOILBSO 133HS 33S 3HIlHOA4 a� s o r - uu � ,EE'Y2 Q a o ,f1•bl ------------- ® w J G f m cc ----- — — — — — — — — — — - N � LL C7 Z w�F II -- ----. U -. I j? � CO I H I w = �: e I ------- w�a� -- �xoLLE o -o� W wa-f 4¢` 4'0. 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District and City are sometimes hereinafter referred to individually as a "Party" and, together, as the "Parties." District also includes the successors and assigns of District, and City also includes the successors and assigns of City. This Agreement shall become effective upon "completion" of construction of the Parking Structure as such term is defined below in section 2 hereof ("Effective Date"). RECITALS WHEREAS, District is the owner of fee title to that certain real property situated in the city of Redlands, California, that is more particularly described on Exhibit "A," attached hereto and incorporated herein by this reference (the "Property"). As of the Agreement Date, District proposes to develop a new 3-story parking structure on the Property that will consist of up to approximately 374 parking spaces, restaurant and retail uses, and incidental improvements and facilities (collectively, the "Parking Structure"); and WHEREAS, District desires to convey to City, and City desires to acquire from District, certain irrevocable and permanent easement rights on, in, over, and across portions of the third floor (the "Easement Area") of the Parking Structure which District proposes to construct on the Property, and driveways and pedestrian pathways that provide ingress and egress to and from the adjacent public streets and the Parking Structure for City's provision of public parking of a minimum of two hundred (200) spaces, which Easement Area is more particularly described and depicted in Exhibit "B" attached hereto and incorporated herein by reference; and WHEREAS, District and City acknowledge that the fair market value of the easement rights being conveyed by District to City pursuant to this Agreement is the sum of One Million Eight Hundred Eighty Thousand Dollars ($1,880,000), which represents fair consideration for City's prior conveyance of the Property to District and City's in -kind services contribution as described in Section 3, below; NOW, THEREFORE, based upon the foregoing Recitals, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, District and City agree as follows: AGREEMENT Section 1. Recitals. The foregoing Recitals are true and correct and incorporated herein by this reference. Section 2. Grant of Easement. District hereby grants to City, and City hereby accepts from District, an exclusive easement on, in, over, and across the Easement Area for the purposes 1 C:%Users\nyut5314\AppData\Loul\ Microsoft%Windows\INetCaohelContent.Outlook\82GHK6W9Utedlands Railvwy Disuiet.Parking Easement L: dNl�\l��l�l'1Qi A�iv2PAent FY22-0032.doex-jm 21-1002655 - DT Redlands Station Agreement - Exhibit C and uses identified in Section 4 below, and a non-exclusive floating easement for necessary ingress and egress over, across, in and through the Property to the Easement Area. In accordance with the Recitals hereof, this easement shall be effective upon the date of District's written notice to City that District has completed construction of the Parking Structure. Section 3. In -Kind Services Contribution. In further consideration of District's long term maintenance obligations undertaken for the Parking Structure as described herein, City shall provide a credit to District in the amount of Eighty Thousand Dollars ($80,000), commencing as of the Effective Date of this Agreement, which shall be applied by City towards District's obligation for payment of any fees associated with City's staffs processing of City land use entitlements or permits associated with any District or its affiliated company development project applications submitted to City subsequent to the Effective Date of this Agreement. Section 4. Use of Easement Area. City shall be entitled to utilize the Easement Area for City's provision of public parking of standard passenger vehicles and for any other uses of City's choosing that are reasonably ancillary thereto, excepting the following (collectively, the "Prohibited Uses"): (i) the storage, handling, or transport of explosives; (ii) the storage, handling, or transport of Hazardous Materials (as defined in Section 12); (iii) the storage, handling, or transport of sand, gravel, and similar construction materials; (iv) the storage, handling, or transport of highly flammable or combustible materials, including gasoline or other fuel products; (v) manufacturing uses; and (vi) any uses prohibited by law. District shall not obstruct City's access to or use of the Easement Area consistent with the foregoing except to the extent reasonably necessary to maintain, repair, improve, and replace improvements within the Easement Area as provided herein, and with the understanding that District and City shall mutually and reasonably agree upon the time, place and manner of any entry by District onto the Easement Area for such purposes. Section 5. Easement Area Rights and Obligations, A. Parkins Sp ace Signs/Marking. City shall be responsible for the cost of any signs and markings desired or requested by City to indicate the reserved or designated nature of the parking spaces within the Easement Area. B. Enforcement and Towine. District shall cooperate with City and take reasonable actions to enforce City's rights to reserved use of the designated parking spaces within the Easement Area including, without limitation, providing for the issuance of parking citations and/or towing of unauthorized vehicles. C. Reasonable Care in Exercise of Rilthts. City agrees to use reasonable care in exercising the rights granted by this Agreement and agrees to not unreasonably increase the burden on District's use of the Parking Structure, D. Parking Charges. City shall have the sole right and discretion to determine whether any fees or charges shall be imposed for the use by the public of parking spaces within the Easement Area. Should the City elect to charge the public for parking spaces, any and all obligations and costs associated with collecting said charges shall be borne exclusively by City. 2 C:\Usem\nyut53l4\ApppDalnccal\Miiccrosoft\Windows\INetCaolte\Content.Outlook\82GAK6W9\Redlands Railway DisMeLParking Easement Lql9elbtI ANRA298ffent FY22-0032.docx-jm 21-1002655 - DT Redlands Station Agreement - Exhibit C Section 6, Term. Subject to Sections 19 and 21 herein below, this Agreement and the rights and obligations set forth herein shall continue in effect in perpetuity. Section 7. Insurance. During the entire Term of this Agreement, District shall obtain, maintain in effect, and pay for a policy or policies of insurance against loss or damage to the Parking Structure and the Property resulting from fire, lightning, vandalism, malicious mischief, riot and civil commotion, and such other perils ordinarily included in extended coverage fire insurance policies. Insurance limits shall be not less than one hundred percent (100%) of the full insurable value of the Parking Structure and the improvements on the Property, including without limitation the portion of the Parking Structure in the Easement Area. As used herein, the term "full insurable value" means actual replacement cost, excluding the cost of excavation, foundations, and footings below the lowest floor and without deduction for depreciation, of the improvements on the Property immediately before such casualty or other loss, including the cost of construction., architectural and engineering fees, and inspection and supervision. Such insurance coverage shall be with an insurer with a minhmum Best's Insurance Guide rating of ANII (or equivalent, if such insurance guide is discontinued or not available), such insurance shall be primary and not contributing with any insurance maintained from time to time by City, and the policy shall contain such an endorsement. The insurance policy or the certificate of insurance shall contain a waiver of subrogation for the benefit of the City. District shall provide City with continuous proof that such insurance remains in effect not less than fifteen (15) days prior to the expiration or termination of District's then -existing insurance policy or otherwise as may be reasonably requested by City, with the foam and content of such proof to be reasonably satisfactory to City. In addition to the foregoing, during the entire Term of this Agreement, City shall obtain and maintain in effect commercial general liability, automobile liability, and worker's compensation insurance meeting the minimum requirements set forth in Exhibit "C" attached hereto and City shall at all times comply with the provisions set forth therein. City may request in writing to District that City be permitted to self -insure to cover any risk of loss required to be insured by City hereunder and, in such event, District shall not unreasonably disapprove such request. Section 8. Indemni . Each Party shall defend and indemnify the other Party as follows; A. District shall indemnify, defend, and hold harmless City and City's elected and appointed officials, officers, employees, agents, contractors, representatives, successors, and assigns (collectively, the "City Indemnified Parties") from and against any and all losses, damages, liens, liabilities, statutory fines or penalties, claims, and causes of action which any such City Indemnified Party may suffer or incur as a consequence of District's activities or failure to act pursuant to the scope of duties allotted to District under Sections 9 and 10'of this Agreement, including, without limitation, (i) any such lass, damage, or liability arising due to the lack of availability for an unreasonable time period of the Easement Area for the purposes provided herein; (ii) the failure of District to perform Capital Repair/Replacement Work or any maintenance work within a reasonable time frame that is District's responsibility within or with respect to the Easement Area, including without limitation structural supports; (iii) any personal injury or death or property damage, (iv) any actual or alleged violation by District or any of its permittees of any Hazardous Materials Laws (as that term is defined in Section 12 herein below); (v) any loss, 3 CC.,\Users\nyul531Al2W(lptpg�D�att�at\ULlocali\Miamsoft\Windows\INeiCache\Content,Gutlook\82GH1C6 W 91Redlands Railway Dishict.Parking Easement L:1cga`�IlggreementslSBCTA MX6BAgree°menl FY22-0032.docx-jm 21-1002655 - DT Redlands Station Agreement - Exhibit C damage, or liability arising due to any liens placed upon the Easement Area; and/or (vi) any liability incurred by City based upon District's breach of this Agreement; provided, however, the foregoing indemnification obligations of District shall not apply to any losses, damages, liens, liabilities, statutory fines or penalties, claims, and causes of action to the extent caused by the gross negligence or intentional misconduct of City or any of the City Indemnified Parties. B. City shall indemnify, defend, and hold harmless District and District's partners, members, managers, principals, employees, shareholders, officers, directors, agents, contractors, consultants, lenders, representatives, heirs, successors, and assigns (collectively, the "District Indemnified Parties") from and against any and all losses, damages, liens, liabilities, statutory fines or penalties, claims, and causes of action which any such District Indemnified Party may suffer or incur as a consequence of City's or City's permittees' entry upon, or actions with respect to, this Agreement, the Easement Area, and City's Uses, including, without limitation, (i) any loss, damage, or liability arising due to any liens placed upon the Easement Area and/or the Property (other than liens for real property taxes and assessments, (ii) any personal injury or death or property damage, (iii) any actual or alleged violation by City or any of its permittees of any Hazardous Materials Laws (as that term is defined in Section 13 herein below); and/or (iv) any liability incurred by District based upon City's breach of this Agreement; provided, however, the foregoing indemnification obligations of City shall not apply to any losses, damages, liens, liabilities, statutory fines or penalties, claims, and causes of action to the extent caused by the gross negligence or intentional misconduct of District or any of the District Indemnified Parties. Notwithstanding the foregoing portion ofthis Section 8, the City shall not be responsible to District or to any third parties in any way for (a) any defects in the plans and specifications for the Parking Structure or any Capital Repair/Replacement Work, or (b) any structural or other defects, latent or patent, in any work done according to the approved plans and specifications for the Parking Structure or any Capital Repair/Replacement Work. District shall hold harmless, indemnify and defend the City Indemnified Parties from and against any claims or suits for damages to property or injuries to persons (including death) arising out of or in any way relating to defects, latent or patent, in the plans and specifications or the actual construction work and improvements comprising the Parking Structure or any Capital Repair/Replacement Work, including, without limitation, the violation of any governmental regulations, or arising out of or in any way relating to any defects in any work done and/or improvements completed according to approved plans and specifications therefor. C. This Section 8 shall survive any termination of this Agreement as to City acts or omissions occurring prior to the termination of this Agreement. Section 9. Maintenance of Easement Area. District shall be responsible for and shall pay for all costs for maintenance, repair, and replacement of all improvements, furnishings, fixtures, and equipment, and personal property situated within the Easement Area from time to time, with no contribution by City (except as provided in Section 3 hereof); provided, however, that said responsibility of District shall exclude that portion of the Capital Repair/Replacement Work that is City's responsibility in accordance with Section 10 of this Agreement. In addition, City shall be responsible for and shall pay for all costs for repair and replacement of any of the improvements, furnishings, fixtures, and equipment, and personal property situated from time to time within the Easement Area that result from damages caused by City or any of City's permittees, 4 CCp*. CUsemNnyat53l4\A0pppDlatta\L000all Microsoa\WindowsllNetCaahcAContent.outlook%2GHK6W91Redlands Railway District.Parking Easement L: Efflgreetmnts\58CTA M&6'RWieement FY22-0032.docx-jm 21-1002655 - DT Redlands Station Agreement - Exhibit C Not by way of limitation of the foregoing, City's maintenance, repair, and replacement obligations shall include, but shall not be limited to, the following: (i) maintenance of asphalt parking, and driving surfaces within the Easement Area (except superstructure and concrete surfaces which are the responsibility of District) in a smooth condition evenly covered with the type of surface material originally installed thereon, or such substitute thereof as shall be in all material respects equal thereto in quality and durability; (ii) removal of all oil drippings, papers, debris, filth, and refuse from the Easement Area (other than designated trash receptacles); (iii) cleaning, maintaining, and replacing lighting fixtures within the Easement Area, and re-lamping and re - ballasting the same as needed; (iv) repainting of striping, markers, and directional signs within the Easement Area as needed; and (v) the lighting system as installed by District. The Easement Area shall be maintained in good condition in accordance with any standards imposed by any government authority having jurisdiction over the Easement Area. Notwithstanding the above, District shall be responsible for all costs for repair and replacement of any of the improvements, furniture, fixtures, and equipment and personal property situated from time to time within the Easement Area that result from damages caused by District or any of District's permittees. Section 10. Capital_ Repair/Replacement Work. Subject to City's limited responsibilities in Section 9, District shall be responsible for performing any Capital Repair/Replacement Work that may be required from time to time with respect to the Parking Structure and the Property, and any ingress and egress to and from the Parking Structure and public streets, with no contribution by City. As used herein, the term "Capital Repair/Replacement Work" shall include repair and replacement, as needed, of the foundations, superstructure, walls, exit stairs, access ramps, the concrete flooring and parking surfaces, walls, ceilings, and structural elements of the Parking Structure in and about the Easement Area. District and City must mutually agree with respect to any such Capital Repair/Replaoement Work that either Party believes is or may be required and with respect to the time, place, and manner for performance of such work, subject to their mutual agreement that the Parking Structure shall be maintained in compliance with all applicable laws and regulations promulgated and enforced by governmental agencies with jurisdiction over the Property and in good condition and repair, consistent with District's use of the Property. Section 11. Alterations and Improvements; No Operating Covenant. Subject to compliance with all applicable laws and regulations promulgated and enforced by governmental agencies with jurisdiction over the Property, District shall have the right to expand, contract, or otherwise alter the portion of the Parking Structure outside the Easement Area at its sole cost and expense without City's prior written consent, as long as District's alterations do not obstruct, impair, or diminish City's use of the Easement Area. Section 12. No Liens. City shall not allow to be recorded against the other than with respect to the Easement Area on a basis subordinate to a first trust deed loan which affects the Property any mechanics' or materialmen's, lis pendens, or other lien arising out of its use of the Easement Area or this Agreement. If any such lien other than as permitted pursuant to the foregoing portion of this Section 12 shall at any time be recorded against the Property and City fails, within ten (10) days after the date of City's receipt of notice of the imposition of any such lien, to either pay or discharge the same, then District may pay such claim and the amount so expended by District shall be reimbursed by City within five (5) days after receipt of District's S C:\Users\nyut53l0.NppData\LocaiNicrosoa\windows\tNelCache\Content.Outlook1820HK6W9\Redlands Railway District.Park(ng Easement aa Wg'n,ent S8nNs�9�91:y'Ma�'R2�.dogc L:tc greemen s gee ent FY22-0032.tlocx-jm 21-1002655 - DT Redlands Station Agreement - Exhibit C invoice therefor. If City desires to contest the validity of any such lien or claim in good faith, it shall notify District of its intention to do so within five (5) days after the filing of the lien and, as a condition thereto, City shall at its expense post an appropriate bond for the benefit of District and the Property, in an amount sufficient to protect the District from any loss as a result of the lien or claim. In the event of any such contest, City shall protect and indemnify District against all loss, cost, expense, and damage resulting therefrom. Section 13. Compliance with Laws. City shall, at its sole cost and expense, (i) comply with all federal, state, and local laws, statutes, ordinances, building codes, rules, and regulations applicable to this Agreement and City's occupancy and use of the Easement Area, including, without limitation, all Hazardous Materials Laws. As used herein, the term "Hazardous Material Law" means any federal, state, or local law, ordinance, or regulation, any order, demand, or guidance document of any governmental agency or any licenses or permits relating to any Hazardous Material. As used herein, the term "Hazardous Material" means any substance, material, or waste which is or becomes regulated by the United States government, the State of California, or any local or other governmental authority, including, without limitation, any material, substance, or waste which is (i) defined as a "hazardous waste," "acutely hazardous waste," "restricted hazardous waste," or "extremely hazardous waste" under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code; (ii) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code; W defined as a "hazardous material," "hazardous substance," or "hazardous waste" under Section 25501 of the California Health and Safety Code; (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code; (v) petroleum; (vi) asbestos; (vii) a polychlorinated biphenyl; (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article I I of Title 22 of the California Code of Regulations, Chapter 20; (ix) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act (33 U.S.C. Section 1317); (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act (42 U.S.C. Section 6903); (xi) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601); or (xii) any other substance, whether in the form of a solid, liquid, gas, or any other form whatsoever, which by any governmental requirements either requires special handling in its use, transportation, generation, collection, storage, treatment or disposal, or is defined as "hazardous" or is harmful to the environment or capable of posing a risk of injury to public health and safety. In the event City or any of City's permittees causes a release, spill, or discharge of Hazardous Materials on, in, under, or in the vicinity of the Property City shall promptly remediate such release, spill, or discharge in compliance with all applicable Hazardous Materials Laws and at no expense to District and, not by way of limitation of the foregoing obligation, City's indemnity obligations set forth in Section 6 of this Agreement shall apply. Section 14. Estoppel Certificates. Each Party, upon the written request ofthe other Party (which may not be more frequent than two (2) times during any calendar year), shall issue to the requesting Party, the requesting Party's existing or prospective mortgagee or a potential successor of such requesting Party, within ten (10) business days of receipt of any such request, an estoppel certificate stating (i) whether the responding Party knows of any default under this Agreement by it or the requesting Party and, if there are known defaults, specifying the nature thereof; (ii) that the Agreement has not, to such responding Party's knowledge, been modified or amended in any 6 ACA:\Users%nySSut53r14\Ap�pnData\nL1orcal\M1iomgofilWindows\MetCacliaConlent.Outlook\820HK6W9\Redlsnds Railway MsWet.Parking Easement L:1c�g�eetr0ent§15Bc;Of�&90�gf�r�Sent FY22-0032.docx-jm 21-1002665 - DT Redlands Station Agreement - Exhibit C way, except as may be of record or otherwise disclosed by the responding Party; (iii) that to the responding Party's knowledge, this Agreement is in full force and effect; and (iv) those amounts, if any or applicable, then owed by the requesting Party or the responding Party under this Agreement. Section 15. Amendment. This Agreement shall not be amended orally, and no executory agreement shall be effective to waive, change, modify, or discharge it, in whole or in part, unless such executory agreement is in writing and is signed by the Party against whom enforcement of any waiver, change, modification, or discharge is sought. Section 16. Assignment. District may assign any and all of its rights and obligations with respect to this Agreement without the prior consent of City, to any purchaser of the Property. City may assign any and all of its rights and obligations with respect to this Agreement only to a party that is responsible for operation of City's Uses with respect to the Properly. From and after the date of any assignment that is permitted in accordance with this Agreement, the assignor/transferor automatically shall be released from each and every obligation, responsibility, and liability arising under this Agreement and the other Party's sole recourse hereunder shall be against the assignee/transferee. Any unpermitted assignment shall be null and void unless approved by both Parties in writing, with each Party reserving the right to disapprove such assignment in its sole and absolute discretion. At the time of any permitted assignment the assignor/transferor, assignee/transferee, and the other Party to this Agreement shall enter into an assignment and assumption agreement reasonably satisfactory to all parties consistent with the foregoing. Section 17. Agreement Binding Upon Successors. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the respective Parties. Section 18. Subordination; Mortgagee Protection. This Agreement and City's rights hereunder shall be senior and superior to the rights of the holder of any deed of trust, mortgage, or other security instrument encumbering the Property (collectively, a "Mortgage"). In the event there is an outstanding Mortgage encumbering the Property on the Effective Date of this Agreement, or District is causing a Mortgage to be recorded against the Property concurrently with the recordation of this Agreement, District shall cause the holder of such Mortgage to execute and deliver to City and/or record against the Property an agreement acknowledging the senior and superior status of City's rights hereunder and this Agreement to the rights and security interest of the holder of the Mortgage in and to the Property ("Subordination Agreement"), and the form and content of the Subordination Agreement shall be reasonably acceptable to City's counsel. Subject to the foregoing, no violation or breach of any of the covenants, agreements, and restrictions set forth in this Agreement shall affect or impair the liens and rights of a holder of a Mortgage which is now or hereafter recorded against the Property or any portion thereof, or the rights of any person or entity who acquires the Property based upon the foreclosure of such Mortgage or through a conveyance by deed in lieu of foreclosure, or any successor or assignee of any of them. The Parties shall amend this Agreement to make such commercially reasonable modifications to this Section 17 as may be required by any existing or prospective holder of a Mortgage. C:\Userslnyut57F141�WnpgpD�anta\Loccall\2M)'iicrosoa\W indowa\INelCaelte\Contort.0utlook1820HK6W9\Redlands Railway District.Parking Easement L: 1 rf� Nts1'S'S[;I`K MI atc70Agr2"�i�ent FY22-0032.doex-jm 21-1002655 - DT Redlands Station Agreement - Exhibit C Section 19. Casualty Loss. District shall not be deemed to be in default of this Agreement if the Parking Structure within which a portion of the Easement Area is situated is damaged or destroyed due to a casualty loss. In such event, however, District and City shall consult and cooperate with one another as to appropriate repair and replacement solutions and District shall be responsible to commence and complete the repair and replacement of the damaged or destroyed elements of the Parking Structure (and any other destroyed or damaged improvements within the Easement Area) as promptly as practical with the objective of restoring the same as closely as practical to the condition such improvements were in immediately prior to the casualty loss. Promptly following City's request therefor, District shall provide to City all available plans and specifications, names of design professionals and contractors, and construction contracts for such work. District shall have the right to expand, contract, or otherwise modify the Parking Structure (i) subject to City's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed so long as such change does not have any non-diminimus adverse effect on City's use or enjoyment of the Easement Area upon completion of the work, nor impose any additional expense or charge on City; or (H) as required by applicable law. Section 20. Defaults and Remedies. A. Failure by any Party to perform any action or covenant required by this Agreement within the time periods provided herein, or otherwise, following notice shall constitute a "Default' under this Agreement. A Party claiming a Default shall give written Notice of Default to the other Party specifying the Default complained of Except as otherwise expressly provided in this Agreement, the claimant shall not institute any proceeding against the other Party if such Party within thirty (30) days after the date of such Notice of Default immediately cures, corrects or remedies such failure or delay. B. Except as otherwise specifically provided herein, upon the occurrence of a Default, and the expiration of the applicable cure period pursuant to subsection A above, the non - defaulting Party shall have the right, in addition to any other rights or remedies, to institute any action at law or in equity to cure, correct, prevent or remedy any Default, or to recover damages for any Default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County of San Bernardino, State of California, or in the Federal District Court for the Central District of the State of California. Notwithstanding anything herein to the contrary, a Party's right to recover damages in the event of a Default by the other Party shall be limited to recovery of actual damages and shall exclude consequential damages. C. The rights and remedies of the Parties are cumulative, and the exercise by any Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party, except as otherwise expressly provided herein. D. Any failures or delays by any Party in asserting any of its rights and remedies as to any Default shall not operate as a waiver of any Default or of any such rights or remedies, or deprive such Party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 8 Cp:lUsers\nyut53�14\Ap�pgDattL\Llorcalll2MicrosoR\Windows\tNetCache\Content.Outlook182GHK6W91Redlands Raihvay District.Parking Easement L:1c 'ieemenislSBG`I AOfN&vOHq�Bd�tiS�nt FY22-0032.docx-jm 21-1002655 - DT Redlands Station Agreement - Exhibit C Section 21. Reversion. If City determines that it no longer has need of the Easement Area, as determined in its sole and absolute discretion, City shall notify District in writing of same ("Disposition Notice") no less than sixty (60) days before its intent to discontinue use of the Easement Area. Upon City providing District with the Disposition Notice, this Agreement shall terminate and the Easement Area shall automatically revert back to District exclusively together with all rights and privileges afforded herein Section 22. Non -Dedication. Nothing contained in this Agreement shall be deemed to be a gift or dedication of any portion of the Parking Structure to the general public or for any public use or purpose whatsoever, it being the intention of the Parties and their successors and permitted assigns that nothing in this Agreement, express or implied, shall confer upon any person, other than the Parties and their successors and permitted assigns, any rights or remedies under or by reason of this Agreement. Section 23, Attorne s' Fees. I£ any action is commenced to enforce or interpret any provision of this Agreement, or arising out of this Agreement, the prevailing Party, as determined by a final courtjudgment, shall be entitled to recover from the other Party, in addition to costs and any other relief, such reasonable attorneys' fees incurred in the action as the court may award, including attorneys' fees for a Party's use of in-house counsel. Section 24, Authority. The individuals executing this Agreement represent and warrant that they are duly authorized to execute this Agreement on behalf of their respective principals. Section 25. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of California, without regard to conflicts of law principles. Section 26. Time and Excusable Delays. The time for performance of an obligation, other than the payment of money, shall be extended for the period during which a Party is prevented from performing by the act or omission of another Party to this Agreement, acts of God, government, or other force or event without the fault and beyond the reasonable control of such Party. Section 27. Waiver. No right or remedy under this Agreement shall be deemed to have been waived unless the waiver is in writing and signed by the Party to be charged. One waiver shall not be interpreted as a continuing waiver. Section 28. Exhibits. All Exhibits attached and referred to in this Agreement are hereby incorporated herein as though fully set forth herein and shall be deemed to be a part of this Agreement. Section 29. Entire Agreement. This Agreement, and the exhibits referenced herein or attached hereto, set forth and contain the entire understanding and agreement of the Parties with respect to the subject matter addressed herein, and there are no oral or written representations, understandings, or ancillary covenants, undertakings, or agreements which are not contained or expressly referred to herein and no testimony or evidence of any such representations, 9 Cpp:\Usmr nyut5314r\'Atl1p��ppqD�rrat�al'1Localll\22M,1i,IcrosoftkWindows\INetCaelie\Content.Outlook\82GHK6W9\Redlands Railway District.Parking Easement Ll�agreemenlslSB(,`fAftM&�dORgYe"EQient FY22-0032.docx-jm 21-1002655 - DT Redlands Station Agreement - Exhibit C understandings, or covenants shall be admissible in any proceedings of any kind or nature to interpret or determine the provisions or conditions of this Agreement. 10 Ca:\rUesers\nyut533h14kAp�p9Dlata1\OL�olcga0BNAicrosofl\Windows\1NelCache\Content.0utlook\82GHK6W9VRedlands Railway District.Parking Easement L:1cv�y°°r1efinentalS'13CI AOM&V Kgfee°ment FY22-0032.docx-jm 21-1002655 - DT Redlands Station Agreement - Exhibit C IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date of this Agreement. CITY OF REDLANDS REDLANDS RAILWAY DISTRICT, LLC a California limited liability company BY ITS MANAGER: JUDSON & BROWN, LLC, ff a Nevada limited liability company Paul W. Foster By Mayor Y Y Donald J. Berry, r anager ATTEST: e Donaldson, City Clerk 11 AC:\Userslnyut53 t412AppppDatallLLlocaiplMicrosoft\WindowsllNetCachelContent,Gutlook\82GHK6W91Redlands Railway DistrietTarking Easement L:lc� gn,eementsl{SBC11�M&6OAgreementFY22-0032.dor-X-jm 21-1002655 - DT Redlands Station Agreement - Exhibit C Exhibit "D" Maintenance Schedule SBCTA Contract No. 21-1002655 LAcalAgreements\SBCTA M&O Agreement FY22-0032.docx-jm Maintenance Schedule ITEM Landscape/Irrigation Trash Pickup & Cleanup Platform Washing Graffiti Removal Plumbing/Electrical Vandalism Repairs Storm Drain System (including inlets) FREQUENCY Twice Monthly Daily Weekly As Needed Annually or As Needed As Needed As Needed Facilities owned or operated by SCRRA located on Non -Operating Property which are outside the scope of this Maintenance Schedule include: • CCTV Security Cameras • Commuter Information System (CIS) signs • Ticket Vending Devices (TVD) SBCTA Contract No. 21-1002655 L XcMAgreemenWSBCTA M&O Agreement FY22-0032.doex-jm