Common use of IT IS MUTUALLY AGREED Clause in Contracts

IT IS MUTUALLY AGREED. 1. The Recitals stated above are true and correct, and are fully incorporated by this reference. 2. To abide by all applicable federal, state, and local laws and regulations pertaining to the PROJECT, including policies in the applicable program in the Measure I 2010- 2040 Strategic Plan, as amended, as of the date of execution of this Agreement. 3. SANBAG’s financial responsibility shall not exceed 19.7% of eligible expenditures as listed in Attachment A. Absent an amendment to this Agreement, reimbursement or credit for the PROJECT shall be limited to $393,015, the public share of the estimated cost of the PROJECT for which funds have been allocated by the SANBAG Board of Directors, or to the actual cost, whichever is less. The Agreement shall be amended, if applicable, to incorporate the project cost information included in the most current SANBAG Board-adopted version of the Nexus Study. 4. Eligible PROJECT reimbursement shall include only those costs incurred by CALTRANS and COUNTY for PROJECT-specific work activities that are described in this Agreement and shall not include escalation or interest. 5. Xxxxxxx XXXXXX nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by COUNTY under or in connection with any work, authority or jurisdiction delegated to COUNTY under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, COUNTY shall fully defend, indemnify and save harmless SANBAG, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by COUNTY under or in connection with any work, authority or jurisdiction delegated to COUNTY under this Agreement. COUNTY is an authorized self-insured public entity for purposes of Professional Liability, General Liability, Automobile Liability and Workers’ Compensation and warrants that through its program of self insurance, it has adequate coverage or resources to protect against liabilities arising out of the performance of the terms, conditions or obligations of this agreement. 6. Neither COUNTY nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by SANBAG under or in connection with any work, authority or jurisdiction delegated to SANBAG under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, SANBAG shall fully defend, indemnify and save harmless COUNTY, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by SANBAG under or in connection with any work, authority or jurisdiction delegated to SANBAG under this Agreement. SANBAG has and maintains policies of insurance for Professional Liability, General Liability, Automobile Liability and Workers’ Compensation and warrants that it has adequate coverage or resources to protect against liabilities arising out of the performance of the terms, conditions or obligations of this Agreement. 7. This Agreement is expressly subordinated to any bonds, notes, certificates or other evidences of indebtedness involved in bond financings as are now outstanding or as may hereafter be issued by SANBAG. 8. This Agreement will be considered terminated upon reimbursement of eligible costs by SANBAG. The Agreement may also be terminated by SANBAG, in its sole discretion, in the event the PROJECT work described in Attachment A has not been initiated or let within twenty-four (24) months of the date of execution of this Agreement. 9. The terms of this Agreement represent the consent of the COUNTY to provide the full development share for the PROJECT required by the SANBAG Nexus Study and that failure to contribute the development share according to the terms of this Agreement does not obligate SANBAG to provide supplemental funds or otherwise remedy that failure. SANBAG may terminate this Agreement if the COUNTY fails to perform according to the terms of this Agreement and if this failure jeopardizes the delivery of the PROJECT according to the terms herein. 10. The Effective Date of this Agreement is the date that SANBAG executes this Agreement. San Bernardino County County of San Bernardino Transportation Authority By: By: W. E. Xxxx Xxxxxx Xxxxxxxxxx President, SANBAG Board of Chair, Board of Supervisors Directors Date: Date: APPROVED AS TO FORM APPROVED AS TO FORM AND PROCEDURE: By: By: Xxxxxx Xxxxxxxx Xxxxxxxx Xxxxx Xxxxxx SANBAG General Counsel Deputy County Counsel Date: Date: Construct interim improvements to the Interstate 15/Sierra Avenue Interchange, which consist of signalizing and widening northbound and southbound ramp intersections at Sierra Avenue, widening Sierra Avenue from Riverside Avenue to north of southbound Interstate 15 off-ramp, and drainage improvements.

IT IS MUTUALLY AGREED. 1. The Recitals stated above are true This Agreement shall commence on the date it is executed by all PARTIES and correct, and are fully incorporated by this referenceshall remain in effect until the TOLL SYSTEM is complete to the satisfaction of all PARTIES. 2. To abide by all applicable federal, state, and local laws and regulations pertaining Any PARTY shall have the right to terminate this Agreement at any time for convenience upon sixty (60) days advance written notice to the PROJECT, including policies in the applicable program in the Measure I 2010- 2040 Strategic Plan, as amended, as other PARTIES. All outstanding items of performance relating to this Agreement shall be settled and transitioned within one year of the effective date of execution of this Agreementtermination. 3. SANBAGBAIFA shall perform the TOLL SYSTEM’s financial responsibility design and start-up costs for an initial allotment of $3M. Unless PROJECT assumptions change, the total costs for design and implementation of the TOLL SYSTEM shall not exceed 19.7% of eligible expenditures as listed the total budget amount in Attachment A. Absent an amendment Xxxxxxxx X, Xxxxx 0, Xxx Xxxxx Xxxxxx 000 Xxxxxxx Xxxx Toll System Delivery Estimated Budget, attached hereto and incorporated herein by this reference. The budget includes BAIFA and consultant staff, including costs for FY 2019 to this Agreement, reimbursement or credit for the PROJECT shall be limited to $393,015, the public share paid out of the estimated cost of the PROJECT $3M start-up budget, for which funds have been allocated by the SANBAG Board of Directorssystem management, or to the actual costbackhaul design, whichever is less. The Agreement shall be amendedamendment/contract development, if applicable, to incorporate the project cost information included in the most current SANBAG Board-adopted version of the Nexus Studytoll system design. 4. Eligible The PROJECT reimbursement shall include only those costs incurred by CALTRANS design and COUNTY for PROJECT-specific any other work activities that are described in conducted under this Agreement and shall not include escalation or interestwill be the joint property of each of the PARTIES. 5. Xxxxxxx XXXXXX The PARTIES shall confer in advance on policy matters and proposed changes in PROJECT scope, cost and schedule as it relates to this Agreement. The PARTIES shall provide one another promptly with all documentation, reports, and information which another PARTY may reasonably request in order to fulfill its obligations under this Agreement, subject to any claims of privilege or limitations any PARTY may have as a result of agreements with other persons or entities. 6. Any substantive material changes in the activities to be performed under this Agreement, or in the terms thereof, shall be incorporated in written amendments, which shall specify the changes in work performed and any adjustments in compensation and schedule. All amendments shall be executed by each PARTY's Executive Director/Executive Officer, or a designated representative. 7. No PARTY nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by COUNTY the other PARTIES and/or their agents under or in connection with any work, authority authority, or jurisdiction delegated to COUNTY conferred upon the PARTIES under this Agreementagreement. 8. It is understood and agreed that, pursuant to Government Code Section 895.4, COUNTY shall that each PARTY and/or its agents will fully defend, indemnify indemnify, and save harmless SANBAG, its the other PARTIES and all of their officers and employees from all claims, suits suits, or actions of every name, kind kind, and description brought for forth under, but not limited to, tortious, contractual, inverse condemnation, or on account other theories or assertions of injury (as defined by Government Code Section 810.8) liability occurring by reason of anything done or omitted to be done by COUNTY the indemnifying PARTY and/or its agents under or in connection with any work, authority or jurisdiction delegated to COUNTY under this Agreement. COUNTY is an authorized self-insured public entity for purposes of Professional Liability, General Liability, Automobile Liability and Workers’ Compensation and warrants that through its program of self insurance, it has adequate coverage or resources to protect against liabilities arising out of the performance of the terms, conditions or obligations of this agreement. 6. Neither COUNTY nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by SANBAG under or in connection with any work, authority or jurisdiction delegated to SANBAG under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, SANBAG shall fully defend, indemnify and save harmless COUNTY, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by SANBAG under or in connection with any work, authority or jurisdiction delegated to SANBAG under this Agreement. SANBAG has and maintains policies of insurance for Professional Liability, General Liability, Automobile Liability and Workers’ Compensation and warrants that it has adequate coverage or resources to protect against liabilities arising out of the performance of the terms, conditions or obligations of this Agreement. 7. This Agreement is expressly subordinated to any bonds, notes, certificates or other evidences of indebtedness involved in bond financings as are now outstanding or as may hereafter be issued by SANBAG. 8. This Agreement will be considered terminated upon reimbursement of eligible costs by SANBAG. The Agreement may also be terminated by SANBAG, in its sole discretion, in the event the PROJECT work described in Attachment A has not been initiated or let within twenty-four (24) months of the date of execution of this Agreement. 9. The terms Except as specifically provided herein, nothing in the provisions of this Agreement represent is intended to create duties or obligations to or rights in third parties not parties to this Agreement. 10. No PARTY shall assign this Agreement, or any part thereof without the other PARTIES’ prior written consent; any attempts to assign this Agreement without the other PARTIES’ prior written consent shall be void and unenforceable. 11. All notices or other communications to any PARTY(IES) by another shall be deemed given when made in writing and delivered or mailed to such PARTY(IES) at their respective addresses as follows: To BAIFA: Attention: Xxx Xxxxxx Bay Area Infrastructure Financing Authority 000 Xxxxx Xxxxxx, Suite 800 San Francisco, CA 94105 Email: Phone: To SMCJPA: Attention: SMCJPA PM San Mateo County Express Lanes Joint Powers Authority Address City, State Zip Email: Phone: To SMCTA: Attention: Xxxxxx Xxxxxx San Mateo County Transportation Authority 0000 Xxx Xxxxxx Xxx. San Carlos, CA 94070 Email: Phone: To C/CAG: Attention: Xxxx Xxxxxx City/County Association of Governments of San Mateo County 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx Xxxx, XX 00000 Email: Phone: 12. The PARTIES may amend this Agreement for future phases of PROJECT. 13. Any PARTY’s failure to exercise or delay in exercising any right or remedy under this Agreement shall not constitute a waiver of such right or remedy or any other right or remedy set forth herein. Any PARTY’s waiver of any right or remedy under this Agreement shall not be effective unless made in a writing duly executed by an authorized officer of the COUNTY PARTY, and such waiver shall be limited to provide the full development share for specific instance so written and shall not constitute a waiver of such right or remedy in the future or of any other right or remedy under this Agreement. 14. In case of a dispute over the meaning or performance of this Agreement, the PARTIES will first attempt to resolve such dispute at the PROJECT required team level. If they cannot resolve the dispute themselves, the Executive Director / Executive Officer of each of the PARTIES will attempt to negotiate a resolution. If the PARTIES do not reach a resolution, the PARTIES’ legal counsel will initiate mediation. The PARTIES agree to participate in mediation in good faith and will share equally in its costs. Neither the dispute nor the mediation process relieves PARTIES from full and timely performance of the Agreement’s scope in accordance with its terms. However, if any PARTY stops fulfilling its obligations, any other PARTY may seek equitable relief to ensure that the work continues. Except for equitable relief, no PARTY may file a civil complaint until after mediation, or forty-five (45) calendar days after filing the written mediation request, whichever occurs first. The PARTIES maintain the ability to pursue alternative or additional dispute remedies if a previously selected remedy does not achieve resolution. 15. This Agreement, including all attachments, constitutes the complete agreement between the parties and supersedes any prior written or oral communications. The PARTIES represent that in entering into the Agreement they have not relied on any previous representations, inducements, or understandings of any kind or nature. This Agreement may be modified or amended only by written instrument signed by all of the SANBAG Nexus Study PARTIES. In the event of a conflict between the terms and that failure to contribute conditions of this Agreement and the development share according to attachments, the terms of this Agreement does not obligate SANBAG to provide supplemental funds or otherwise remedy that failure. SANBAG may terminate this Agreement if the COUNTY fails to perform according to the terms of this Agreement and if this failure jeopardizes the delivery of the PROJECT according to the terms hereinwill prevail. 1016. The Effective Date If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the date remainder of this Agreement shall not be affected, but shall remain binding and effective as against the PARTIES. 17. This Agreement shall be governed by the laws of the State of California. 18. Each individual executing this Agreement on behalf of a Party represents and warrants that SANBAG executes he or she is duly authorized to execute this AgreementAgreement on behalf of said Party and that this Agreement is binding upon the Party in accordance with its terms. San Bernardino County County This Agreement constitutes the entire agreement of San Bernardino Transportation Authority By: By: W. E. Xxxx Xxxxxx Xxxxxxxxxx Presidentthe PARTIES and there are no other oral or extrinsic understandings of any kind. This Agreement may not be altered, SANBAG Board amended or modified in any manner except by a subsequent written instrument duly executed by all of Chair, Board of Supervisors Directors Date: Date: APPROVED AS TO FORM APPROVED AS TO FORM AND PROCEDURE: By: By: Xxxxxx Xxxxxxxx Xxxxxxxx Xxxxx Xxxxxx SANBAG General Counsel Deputy County Counsel Date: Date: Construct interim improvements to the Interstate 15/Sierra Avenue Interchange, which consist of signalizing and widening northbound and southbound ramp intersections at Sierra Avenue, widening Sierra Avenue from Riverside Avenue to north of southbound Interstate 15 off-ramp, and drainage improvementsPARTIES.

IT IS MUTUALLY AGREED. 1. The Recitals stated above are true and correct, and are fully incorporated by this reference. 2. To abide by all applicable federalFederal, state, State and local Local laws and regulations pertaining to the PROJECT, including policies in the applicable program in the Measure I 2010- 2040 Strategic Plan, as amended, as of the date of execution Effective Date of this Agreement. 2. The final PROJECT cost may ultimately exceed current estimates of PROJECT cost. Any additional eligible costs resulting from unforeseen conditions over the estimated total of the PROJECT cost shall be borne by COUNTY unless prior authorization has been approved by the SBCTA Board of Directors pursuant to Section III, Paragraph 3 of this Agreement; 3. SANBAG’s financial responsibility In the event COUNTY determines PROJECT costs may exceed the not to exceed amount identified in Section I, Paragraph 1, COUNTY shall not exceed 19.7% inform SBCTA of eligible expenditures as listed this determination and thereafter the Parties shall work together in Attachment A. Absent an attempt to agree upon an amendment to the PROJECT amounts identified in this Agreement. In no event, reimbursement or credit however, shall SBCTA be responsible for the PROJECT shall be limited to $393,015, the public share costs in excess of the estimated cost of the PROJECT for which funds have been allocated amounts identified herein absent a written amendment to this Agreement that is approved and signed by the SANBAG Board of Directors, or to the actual cost, whichever is less. The Agreement shall be amended, if applicable, to incorporate the project cost information included in the most current SANBAG Board-adopted version of the Nexus StudyParties. 4. Eligible PROJECT reimbursement reimbursements shall include only those costs incurred by CALTRANS and COUNTY for PROJECT-specific work activities that are described in this Agreement and shall not include escalation or interest. 5. Xxxxxxx XXXXXX Neither SBCTA nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by COUNTY under or in connection with any work, authority or jurisdiction delegated to COUNTY under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, COUNTY shall fully defend, indemnify and save harmless SANBAGSBCTA, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by COUNTY under or in connection with any work, authority or jurisdiction delegated to COUNTY under this Agreement. COUNTY is an authorized self-insured public entity for purposes COUNTY’s indemnification obligation applies to SBCTA’s “active” as well as “passive” negligence but does not apply to SBCTA’s “sole negligence” or “willful misconduct” within the meaning of Professional Liability, General Liability, Automobile Liability and Workers’ Compensation and warrants that through its program of self insurance, it has adequate coverage or resources to protect against liabilities arising out of the performance of the terms, conditions or obligations of this agreementCivil Code Section 2782. 6. Neither COUNTY nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by SANBAG SBCTA under or in connection with any work, authority or jurisdiction delegated to SANBAG SBCTA under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, SANBAG SBCTA shall fully defend, indemnify and save harmless COUNTY, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by SANBAG SBCTA under or in connection with any work, authority or jurisdiction delegated to SANBAG SBCTA under this Agreement. SANBAG has and maintains policies SBCTA’s indemnification obligation applies to COUNTY’s “active” as well as “passive” negligence but does not apply to COUNTY’s “sole negligence” or “willful misconduct” within the meaning of insurance for Professional Liability, General Liability, Automobile Liability and Workers’ Compensation and warrants that it has adequate coverage or resources to protect against liabilities arising out of the performance of the terms, conditions or obligations of this AgreementCivil Code Section 2782. 7. This Agreement In the event COUNTY and/or SBCTA is expressly subordinated found to be comparatively at fault for any bondsclaim, notesaction, certificates loss or damage which results from their respective obligations under this Agreement, COUNTY and/or SBCTA shall indemnify the other evidences to the extent of indebtedness involved in bond financings as are now outstanding or as may hereafter be issued by SANBAGits comparative fault. 8. This Agreement will be considered terminated upon reimbursement of eligible costs by SANBAGSBCTA or December 31, 2024, whichever is sooner, provided that the provisions of Paragraphs 7, 8, 9, 10, and 11 of Section II, and Paragraphs 5 and 6 of Section III, shall survive the termination of this Agreement. The Agreement may also be terminated by SANBAGSBCTA, in its sole discretion, in the event the PROJECT work described in Attachment A has not been initiated or let by COUNTY within twenty-four twelve (2412) months of the date of execution Effective Date of this Agreement. 9. The terms of this Agreement represent the consent of the COUNTY to provide the full development share for the PROJECT required by the SANBAG Nexus Study and that failure to contribute the development share according to the terms of this Agreement does not obligate SANBAG to provide supplemental funds or otherwise remedy that failure. SANBAG SBCTA may terminate this Agreement if the COUNTY fails to perform according to the terms of this Agreement and if this failure jeopardizes the delivery of the PROJECT according to the terms herein. 10. The Effective Date of Recitals to this Agreement are true and correct and are incorporated into this Agreement. 11. Attachment A, Description of Project and Milestones, and Attachment B, Summary of Estimated Costs for PROJECT, are attached to and incorporated into this Agreement. 12. This Agreement may be signed in counterparts, each of which shall constitute an original. 13. This Agreement is effective and shall be dated on the date that SANBAG executes this Agreement. San Bernardino County County of San Bernardino Transportation Authority By: By: W. E. Xxxx Xxxxxx Xxxxxxxxxx President, SANBAG Board of Chair, Board of Supervisors Directors Date: Date: APPROVED AS TO FORM APPROVED AS TO FORM AND PROCEDURE: By: By: Xxxxxx Xxxxxxxx Xxxxxxxx Xxxxx Xxxxxx SANBAG General Counsel Deputy County Counsel Date: Date: Construct interim improvements to the Interstate 15/Sierra Avenue Interchange, which consist of signalizing and widening northbound and southbound ramp intersections at Sierra Avenue, widening Sierra Avenue from Riverside Avenue to north of southbound Interstate 15 off-ramp, and drainage improvementsexecuted by SBCTA.

IT IS MUTUALLY AGREED. 1. 5.1 The Recitals stated above are true parties hereto acknowledge and correctagree that Agent is an independent contractor, and are fully incorporated by this referencenot an employee of Owner. 2. To abide by all applicable federal5.2 Nothing contained in this Agreement shall be construed to make the Owner and Agent partners or joint ventures or to render either of said parties liable for the debts or obligations of the other, state, and local laws and regulations pertaining except as outlined in this Agreement expressly provided. 5.3 The Owner expressly withholds from the Agent any power or authority to the PROJECT, including policies make any structural changes in the applicable program building or to make any other major alterations or additions in the Measure I 2010- 2040 Strategic Plan, as amended, as of the date of execution of this Agreement. 3. SANBAG’s financial responsibility shall not exceed 19.7% of eligible expenditures as listed in Attachment A. Absent an amendment or to this Agreement, reimbursement any such building or credit for the PROJECT shall be limited to $393,015, the public share of the estimated cost of the PROJECT for which funds have been allocated by the SANBAG Board of Directorsequipment therein, or to incur any expense chargeable to the actual Owner other than expenses related to exercising the expressed powers above vested in the Agent without the prior written direction of the following person: except such emergency repairs as may be required because of danger to life or property or which are immediately necessary for the preservation and safety of the Premises or the safety of the tenants and occupants thereof or are required to avoid the suspension of any necessary service to the Premises. Also, that the person so named above shall also have the authority to make any other decision regarding the Premises, but that Agent shall have no liability therefore. 5.4 The Agent does not assume and is given no responsibility for compliance of any building on the Premises or any equipment therein with the requirements of any statute, ordinance, law or regulation of any government body or of any public authority or official thereof having jurisdiction, except to notify the Owner promptly or forward to the Owner promptly any complaints, warnings, notices or summonses received by it relating to such matters. The Owner represents that to the best of its knowledge the Premises and such equipment comply with all such requirements and authorizes the Agent to disclose the ownership of the Premises to any such officials and agrees to indemnify and hold harmless the Agent, its representatives, servants, and employees, of and from all loss, cost, whichever is less. The Agreement shall expense, and liability whatsoever which may be amended, if applicable, to incorporate the project cost information included in the most current SANBAG Board-adopted version imposed on them or any of the Nexus Study. 4. Eligible PROJECT reimbursement shall include only those costs incurred by CALTRANS and COUNTY for PROJECT-specific work activities that are described in this Agreement and shall not include escalation or interest. 5. Xxxxxxx XXXXXX nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising them by reason of anything done any present or omitted future violation of alleged violation of such laws, ordinances, statutes, or regulations. 5.5 In the event it is alleged or charged that any building on the Premises or any equipment therein or any act of failure to be done act by COUNTY under the Owner with respect to the Premises or the sale, rental, or other disposition thereof fails to comply with, or is in connection with violation of, any workof the requirements of any constitutional provision, statute, ordinance, law, or regulation or any governmental body or any order or ruling of any public authority or official thereof having or claiming to have jurisdiction delegated to COUNTY under this Agreement. It is understood there over, and agreed that, pursuant to Government Code Section 895.4, COUNTY shall fully defend, indemnify and save harmless SANBAG, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by COUNTY under or in connection with any work, authority or jurisdiction delegated to COUNTY under this Agreement. COUNTY is an authorized self-insured public entity for purposes of Professional Liability, General Liability, Automobile Liability and Workers’ Compensation and warrants that through its program of self insurance, it has adequate coverage or resources to protect against liabilities arising out of the performance of the terms, conditions or obligations of this agreement. 6. Neither COUNTY nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by SANBAG under or in connection with any work, authority or jurisdiction delegated to SANBAG under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, SANBAG shall fully defend, indemnify and save harmless COUNTY, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by SANBAG under or in connection with any work, authority or jurisdiction delegated to SANBAG under this Agreement. SANBAG has and maintains policies of insurance for Professional Liability, General Liability, Automobile Liability and Workers’ Compensation and warrants that it has adequate coverage or resources to protect against liabilities arising out of the performance of the terms, conditions or obligations of this Agreement. 7. This Agreement is expressly subordinated to any bonds, notes, certificates or other evidences of indebtedness involved in bond financings as are now outstanding or as may hereafter be issued by SANBAG. 8. This Agreement will be considered terminated upon reimbursement of eligible costs by SANBAG. The Agreement may also be terminated by SANBAGAgent, in its sole and absolute discretion, considers that the action or position of the Owner or registered managing agent with respect thereto may result in damage or liability to the Agent, the Agent shall have the right to cancel this Agreement at any time by such written notices to the Owner of its election so to do, which cancellation shall be effective upon the service of such notice. Such notice may be served personally or by registered mail, on or to the persons named to receive the Agent's monthly statement at the address designated for such person, and if served by mail shall be deemed to have been served when deposited in the event mail. Such cancellation shall not release the PROJECT work described in Attachment A has not been initiated or let within twenty-four (24) months indemnities of the date Owner, and shall not terminate any liability or obligation of execution the Owner to the Agent for any payment, reimbursement, or other sum of money then due and payable to the Agent hereunder. 5.6 The Owner shall pay or reimburse the Agent for any sums of money due it under this Agreement for services or actions prior to termination, notwithstanding any termination of this Agreement. 9. The terms All provisions of this Agreement represent that require the consent Owner to have insured to defend, reimburse, or indemnify the Agent shall survive any termination and, if Agent is or becomes involved in any proceeding or litigation by reason of having been the Owner's Agent, such provision shall apply as if this Agreement were still in effect. The parties understand and agree that the Agent may withhold funds for thirty (30) days after the end of the COUNTY to provide the full development share for the PROJECT required by the SANBAG Nexus Study and that failure to contribute the development share according to the terms of this Agreement does not obligate SANBAG to provide supplemental funds or otherwise remedy that failure. SANBAG may terminate this Agreement if the COUNTY fails to perform according to the terms of this Agreement and if this failure jeopardizes the delivery of the PROJECT according to the terms herein. 10. The Effective Date of month in which this Agreement is the date that SANBAG executes this Agreement. San Bernardino County County of San Bernardino Transportation Authority By: By: W. E. Xxxx Xxxxxx Xxxxxxxxxx Presidentterminated to pay bills previously incurred, SANBAG Board of Chair, Board of Supervisors Directors Date: Date: APPROVED AS TO FORM APPROVED AS TO FORM AND PROCEDURE: By: By: Xxxxxx Xxxxxxxx Xxxxxxxx Xxxxx Xxxxxx SANBAG General Counsel Deputy County Counsel Date: Date: Construct interim improvements but not yet invoiced and to the Interstate 15/Sierra Avenue Interchange, which consist of signalizing and widening northbound and southbound ramp intersections at Sierra Avenue, widening Sierra Avenue from Riverside Avenue to north of southbound Interstate 15 off-ramp, and drainage improvementsclose accounts.

IT IS MUTUALLY AGREED. 1. The Recitals stated above are true That this Agreement applies to all phases and correctscope of work for the PROJECT, and are fully incorporated by this reference.as described in Attachment “A.” 2. To abide by all applicable federal, state, and local laws and regulations pertaining to the PROJECT, including policies in the applicable program in the Measure I 2010- 2040 Strategic Plan, as amended, as of the date of execution of this Agreement. 3. SANBAG’s financial responsibility shall not exceed 19.7% of That eligible PROJECT expenditures as listed in Attachment A. Absent an amendment to this Agreement, reimbursement or credit for the PROJECT shall be limited to $393,015, the public share of the estimated cost of the PROJECT for which funds have been allocated by the SANBAG Board of Directors, or to the actual cost, whichever is less. The Agreement shall be amended, if applicable, to incorporate the project cost information included in the most current SANBAG Board-adopted version of the Nexus Study. 4. Eligible PROJECT reimbursement shall include only those costs incurred by CALTRANS and COUNTY for PROJECT-specific work activities that are described in Attachment “A” to this Agreement and shall not include escalation escalation, interest, or interestother fees. 53. Xxxxxxx XXXXXX nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by COUNTY under or in connection with any work, authority or jurisdiction delegated to COUNTY under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, COUNTY Each PARTY shall fully defend, indemnify and save hold harmless SANBAGthe other PARTY from and against any claim of liability, its officers damages, costs or loss, including costs and employees attorneys’ fees, from all claimspersonal injury or death to persons, suits or actions of every name, kind and description brought for property damage (collectively “Claims”) resulting from or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by COUNTY under or in connection with any work, authority or jurisdiction delegated to COUNTY under this Agreement. COUNTY is an authorized self-insured public entity for purposes of Professional Liability, General Liability, Automobile Liability and Workers’ Compensation and warrants that through its program of self insurance, it has adequate coverage or resources to protect against liabilities arising out of the performance negligence or willful misconduct of either PARTY, or its elected officials, employees, contractors or agents, except to the extent such Claims may be caused by or result from the negligence or willful misconduct of the termsother PARTY, conditions or obligations of this agreement. 6its elected officials, employees, contractors or agents. Neither COUNTY nor any officer or employee thereof is responsible for any injuryFurther, damage or liability occurring or arising by reason of anything done or omitted HIGHLAND shall require its contractors to be done by SANBAG under or in connection with any work, authority or jurisdiction delegated to SANBAG under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, SANBAG shall fully defend, indemnify and save harmless COUNTYhold harmeless REDLANDS and its elected officials, its officers employees and employees agents from and against any and all claims, suits losses or actions liability, including costs and attorneys’ fees, arising from injury or death to persons or damage to property occasioned by or resulting from any negligent act, omission or failure to act, or willful misconduct by any contractor or its officers, employees and agents in constructing the PROJECT. 4. That this Agreement shall commence on its Effective Date and shall terminate upon HIGHLAND’s provision of every name, kind and description brought for or on account a written notice of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by SANBAG under or in connection with any work, authority or jurisdiction delegated to SANBAG under this Agreement. SANBAG has and maintains policies of insurance for Professional Liability, General Liability, Automobile Liability and Workers’ Compensation and warrants that it has adequate coverage or resources to protect against liabilities arising out completion of the performance PROJECT to REDLANDS, unless any PROJECT accounting remains unsettled between the PARTIES, or between the PARTIES and either of the termsgrant agencies. Upon settlement of any such accounting issues, conditions or obligations HIGHLAND shall then issue a written notice of completion of the PROJECT and this Agreement. 7Agreement shall be deemed terminated as of such date. This Agreement is expressly subordinated to any bonds, notes, certificates may be extended or other evidences of indebtedness involved in bond financings as are now outstanding or as may hereafter be issued by SANBAG. 8. This Agreement will be considered terminated upon reimbursement of eligible costs by SANBAG. The Agreement may also be terminated by SANBAG, in its sole discretion, in the event the PROJECT work described in Attachment A has not been initiated or let within twenty-four (24) months of the date of execution of this Agreement. 9. The terms of this Agreement represent the mutual written consent of the COUNTY to provide the full development share for the PROJECT required by the SANBAG Nexus Study and that failure to contribute the development share according to the terms PARTIES. City of this Agreement does not obligate SANBAG to provide supplemental funds or otherwise remedy that failure. SANBAG may terminate this Agreement if the COUNTY fails to perform according to the terms Highland City of this Agreement and if this failure jeopardizes the delivery of the PROJECT according to the terms herein. 10. The Effective Date of this Agreement is the date that SANBAG executes this Agreement. San Bernardino County County of San Bernardino Transportation Authority Redlands By: By: W. E. Xxxx Xxxxxx Xxxxxxxxxx President, SANBAG Board of Chair, Board of Supervisors Directors XXXXX XXXXXXX XXXX X. XXXXXX Mayor Mayor Date: Date: APPROVED AS TO FORM AND APPROVED AS TO FORM AND PROCEDURE: PROCEDURE: By: By: Xxxxxx Xxxxxxxx Xxxxxxxx Xxxxx Xxxxxx SANBAG General Counsel Deputy County Counsel XXXXX XXXXXX XXXXXX X. XxXXXX City Attorney City Attorney Date: Date: Construct interim This Project, entitled Highland/Redlands Regional Connector, will construct new active transportation improvements to the Interstate 15/Sierra Avenue Interchangeincluding Class I, which consist of signalizing and widening northbound and southbound ramp intersections at Sierra Avenue, widening Sierra Avenue from Riverside Avenue to north of southbound Interstate 15 off-rampII, and drainage improvementsIV Bicycle/Pedestrian paths, a bicycle/pedestrian bridge, bike signals & detection systems, pedestrian count-down heads, pavement sharrows, safety beacons, wayfinding signs, pedestrian lighting, and speed feedback signs. The Project is located along 1.75 miles of Orange Street, and 2.95 miles of seven other streets or easements in the cities of Highland and Redlands. The Project also includes implementation of Safe Routes to School (SRTS) program activities at Xxxxxx Verde and Highland Grove Elementary Schools, and Xxxxxxx Middle School.

IT IS MUTUALLY AGREED. 1. The Recitals stated above are true and correctPursuant to this Agreement, and are fully incorporated by Consumer Reports provided hereunder will contain only credit reporting information. Subscriber will continue to receive all other Consumer Report information from the supplier through whom this referenceAgreement was initiated (“Reseller”) or other supplier(s), as applicable. 2. To abide by all applicable federalUpon submission of this Agreement to AISS, stateAISS will order or perform an onsite inspection of Subscriber’s business premises for purposes of credit reporting compliance; Subscriber will pay to AISS a non-refundable $75 fee for this inspection. Passing inspection is required for Subscriber to receive the Consumer Reports, and local laws and regulations pertaining to the PROJECT, including policies in the applicable program in the Measure I 2010- 2040 Strategic Plan, as amended, as failure of the date of execution inspection will result in AISS’ immediate termination or cancelation of this Agreement. 3. SANBAG’s financial responsibility Upon mutual execution of this Agreement, AISS will request the necessary credit reporting order codes from TransUnion on behalf of Subscriber. AISS will provide the TransUnion- supplied codes to Subscriber who must then provide the codes to Reseller. Subscriber acknowledges and agrees that once the codes have been delivered by AISS to Subscriber, Subscriber is solely responsible for the disbursement and use of the codes. 4. AISS shall use good faith in attempting to obtain information from sources deemed reliable but does not exceed 19.7% guarantee the accuracy or completeness of eligible expenditures the information provided, and in no event shall AISS be held liable in any manner whatsoever for any loss or injury to Subscriber resulting from the obtaining or furnishing of such information, and further that Subscriber agrees to hold AISS harmless and indemnify it from any and all claims, losses, and damages arising out of alleged liability or failure of the Subscriber to keep and perform any of its obligations described herein. AISS shall have no obligation or duty hereunder to provide any information that is not verifiable. AISS’ maximum aggregate liability to Subscriber, including for claims and defense of indemnification, is limited to the lower of 5. This Agreement shall remain in force and effect for one (1) year from the date hereof, and 6. It is further agreed, however, that with just cause, such as listed in Attachment A. Absent an amendment violation of the terms of the contract or a legal requirement, AISS may, upon its election, discontinue serving the Subscriber and cancel this Agreement immediately. 7. For Consumer Reports provided pursuant to this Agreement, reimbursement or credit AISS will invoice the Reseller with whom both Subscriber and AISS have individual agreements for the PROJECT shall be limited provision of services, and Subscriber will not receive invoices from AISS nor owe any fees directly to $393,015, AISS for the public share provision of the estimated cost of Consumer Reports. Reseller will invoice Subscriber directly for the PROJECT for which funds have been allocated by the SANBAG Board of Directors, or services provided pursuant to the actual cost, whichever is less. The Agreement shall be amended, if applicable, to incorporate the project cost information included in the most current SANBAG Board-adopted version of the Nexus Study. 4. Eligible PROJECT reimbursement shall include only those costs incurred by CALTRANS and COUNTY for PROJECT-specific work activities that are described in this Agreement and shall not include escalation or interest. 5. Xxxxxxx XXXXXX nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by COUNTY under or in connection with any work, authority or jurisdiction delegated to COUNTY under this Agreement. It is understood , and agreed that, pursuant Subscriber agrees to Government Code Section 895.4, COUNTY shall fully defend, indemnify and save harmless SANBAG, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by COUNTY under or pay Reseller invoices in connection with any work, authority or jurisdiction delegated to COUNTY under this Agreement. COUNTY is an authorized self-insured public entity for purposes of Professional Liability, General Liability, Automobile Liability and Workers’ Compensation and warrants that through its program of self insurance, it has adequate coverage or resources to protect against liabilities arising out of the performance of the terms, conditions or obligations of this agreement. 6. Neither COUNTY nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by SANBAG under or in connection with any work, authority or jurisdiction delegated to SANBAG under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, SANBAG shall fully defend, indemnify and save harmless COUNTY, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by SANBAG under or in connection with any work, authority or jurisdiction delegated to SANBAG under this Agreement. SANBAG has and maintains policies of insurance for Professional Liability, General Liability, Automobile Liability and Workers’ Compensation and warrants that it has adequate coverage or resources to protect against liabilities arising out of the performance of the terms, conditions or obligations of this Agreement. 7. This Agreement is expressly subordinated to any bonds, notes, certificates or other evidences of indebtedness involved in bond financings as are now outstanding or as may hereafter be issued by SANBAGa timely manner. 8. The parties hereto agree that this agreement and attached addendums represent the full and complete Agreement between the parties. This Agreement will shall not be considered terminated upon reimbursement of eligible costs binding until executed by SANBAG. The Agreement may also be terminated by SANBAG, in its sole discretion, in the event the PROJECT work described in Attachment A has not been initiated or let within twenty-four (24) months of the date of execution of this AgreementAISS. 9. The terms of this Agreement represent the consent of the COUNTY AISS may offer information presented as general education, which is not intended to provide the full development share for the PROJECT required by the SANBAG Nexus Study and that failure to contribute the development share according to the terms of this Agreement does not obligate SANBAG to provide supplemental funds be legal advice, either express or otherwise remedy that failureimplied. SANBAG may terminate this Agreement if the COUNTY fails to perform according to the terms of this Agreement and if this failure jeopardizes the delivery of the PROJECT according to the terms hereinSubscriber should consult with legal counsel regarding all employment law matters. 10. The Effective Date of this Agreement is the date that SANBAG executes All exhibits attached hereto are incorporated into this Agreement. San Bernardino County County of San Bernardino Transportation Authority ByAISS, a Sterling Infosystems Company Subscriber: ByEXHIBIT A TO END USER SERVICE AGREEMENT: W. E. Xxxx Xxxxxx Xxxxxxxxxx President, SANBAG Board of Chair, Board of Supervisors Directors DateNOTICE TO SUBSCRIBER AS A USER OF CONSUMER REPORTS: Date: APPROVED AS TO FORM APPROVED AS TO FORM AND PROCEDURE: By: By: Xxxxxx Xxxxxxxx Xxxxxxxx Xxxxx Xxxxxx SANBAG General Counsel Deputy County Counsel Date: Date: Construct interim improvements to the Interstate 15/Sierra Avenue Interchange, which consist of signalizing and widening northbound and southbound ramp intersections at Sierra Avenue, widening Sierra Avenue from Riverside Avenue to north of southbound Interstate 15 off-ramp, and drainage improvements.OBLIGATIONS OF USERS UNDER THE FCRA

IT IS MUTUALLY AGREED. 1. The Recitals stated above are true and correctPursuant to this Agreement, and are fully incorporated by Consumer Reports provided hereunder will contain only credit reporting information. Subscriber will continue to receive all other Consumer Report information from the supplier through whom this referenceAgreement was initiated ("Reseller") or other supplier(s), as applicable. 2. To abide by all applicable federalUpon submission of this Agreement to FIDELITY DATA SERVICE, stateFIDELITY DATA SERVICE will order or an onsite inspection of Subscriber's business premises for purposes of credit reporting compliance; Passing inspection is required for Subscriber to receive the Consumer Reports, and local laws and regulations pertaining to the PROJECT, including policies in the applicable program in the Measure I 2010- 2040 Strategic Plan, as amended, as failure of the date of execution inspection will result in FIDELITY DATA SERVICE immediate termination or cancelation of this Agreement. 3. SANBAG’s financial responsibility Upon mutual execution of this Agreement, FIDELITY DATA SERVICE will request the necessary credit reporting order codes from Trans Union on behalf of Subscriber. 4. FIDELITY DATA SERVICE shall use good faith in attempting to obtain information from sources deemed reliable but does not exceed 19.7% guarantee the accuracy or completeness of eligible expenditures the information provided, and in no event shall FIDELITY DATA SERVICE be held liable in any manner whatsoever for any loss or injury to Subscriber resulting from the obtaining or furnishing of such information, and further that Subscriber agrees to hold FIDELITY DATA SERVICE harmless and indemnify it from any and all claims, losses, and damages arising out of alleged liability, or failure of the Subscriber to keep and perform any of its obligations described herein. FIDELITY DATA SERVICE shall have no obligation or duty hereunder to provide any information that is not verifiable. FIDELITY DATA SERVICE’S maximum aggregate liability to Subscriber, including for claims and defense of indemnification, is limited to the lower of $10,000 or three (3) months' revenue (paid or payable by Subscriber for Subscriber's Consumer Reports only) regardless of the claim. 5. This Agreement shall remain in force and effect for one (1) year from the date hereof, and thereafter, from year to year, on the same basis as listed in Attachment A. Absent an amendment set forth herein except that either party may cancel this Agreement at anytime upon at least thirty (30) days prior notice. 6. It is further agreed, however, that with just cause, such as violation of the terms of the contract or a legal requirement, FIDELITY DATA SERVICE may, upon its election, discontinue serving the Subscriber and cancel this Agreement immediately. 7. For Consumer Reports provided pursuant to this Agreement, reimbursement or credit for FIDELITY DATA SERVICE will invoice the PROJECT shall be limited Subscriber and Subscriber agrees to $393,015, pay the public share of the estimated cost of the PROJECT for which funds have been allocated by the SANBAG Board of Directors, or to the actual cost, whichever is less. The Agreement shall be amended, if applicable, to incorporate the project cost information included in the most current SANBAG Board-adopted version of the Nexus Study. 4. Eligible PROJECT reimbursement shall include only those costs incurred by CALTRANS and COUNTY for PROJECT-specific work activities that are described in this Agreement and shall not include escalation or interest. 5. Xxxxxxx XXXXXX nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by COUNTY under or in connection with any work, authority or jurisdiction delegated to COUNTY under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, COUNTY shall fully defend, indemnify and save harmless SANBAG, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by COUNTY under or in connection with any work, authority or jurisdiction delegated to COUNTY under this Agreement. COUNTY is an authorized self-insured public entity for purposes of Professional Liability, General Liability, Automobile Liability and Workers’ Compensation and warrants that through its program of self insurance, it has adequate coverage or resources to protect against liabilities arising out of the performance of the terms, conditions or obligations of this agreement. 6. Neither COUNTY nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by SANBAG under or in connection with any work, authority or jurisdiction delegated to SANBAG under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, SANBAG shall fully defend, indemnify and save harmless COUNTY, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by SANBAG under or in connection with any work, authority or jurisdiction delegated to SANBAG under this Agreement. SANBAG has and maintains policies of insurance for Professional Liability, General Liability, Automobile Liability and Workers’ Compensation and warrants that it has adequate coverage or resources to protect against liabilities arising out of the performance of the terms, conditions or obligations of this Agreement. 7. This Agreement is expressly subordinated to any bonds, notes, certificates or other evidences of indebtedness involved in bond financings as are now outstanding or as may hereafter be issued by SANBAGinvoices upon receipt. 8. The parties hereto agree that this agreement and attached addendums represent the full and complete Agreement between the parties. This Agreement will shall not be considered terminated upon reimbursement of eligible costs binding until executed by SANBAG. The Agreement may also be terminated by SANBAG, in its sole discretion, in the event the PROJECT work described in Attachment A has not been initiated or let within twenty-four (24) months of the date of execution of this AgreementFIDELITY DATA SERVICE. 9. The terms of this Agreement represent the consent of the COUNTY FIDELITY DATA SERVICE may offer, from time to provide the full development share for the PROJECT required by the SANBAG Nexus Study and that failure time, information presented as general education, which is not intended to contribute the development share according to the terms of this Agreement does not obligate SANBAG to provide supplemental funds be legal advice, either express or otherwise remedy that failureimplied. SANBAG may terminate this Agreement if the COUNTY fails to perform according to the terms of this Agreement and if this failure jeopardizes the delivery of the PROJECT according to the terms hereinSubscriber should consult with legal counsel regarding all employment law matters. 10. The Effective Date of this Agreement is the date that SANBAG executes All exhibits attached hereto are incorporated into this Agreement. San Bernardino County County of San Bernardino Transportation Authority By: By: W. E. Xxxx Xxxxxx Xxxxxxxxxx President, SANBAG Board of Chair, Board of Supervisors Directors Date: Date: APPROVED AS TO FORM APPROVED AS TO FORM AND PROCEDURE: By: By: Xxxxxx Xxxxxxxx Xxxxxxxx Xxxxx Xxxxxx SANBAG General Counsel Deputy County Counsel Date: Date: Construct interim improvements to the Interstate 15/Sierra Avenue Interchange, which consist of signalizing and widening northbound and southbound ramp intersections at Sierra Avenue, widening Sierra Avenue from Riverside Avenue to north of southbound Interstate 15 off-ramp, and drainage improvements.

IT IS MUTUALLY AGREED. 1. The Recitals stated above are true and correct, and are fully incorporated by this reference. 2. To abide by all applicable federalFederal, state, State and local Local laws and regulations pertaining to the PROJECT, including policies in the applicable program in the Measure I 2010- 2010-2040 Strategic Plan, as amended, as of the date of execution Effective Date of this Agreement. 3. SANBAG’s financial responsibility shall not exceed 19.7% of eligible expenditures as listed in Attachment A. Absent an amendment to this Agreement, reimbursement or credit for the PROJECT shall be limited to $393,015, the public share of the estimated cost of the PROJECT for which funds have been allocated by the SANBAG Board of Directors, or to the actual cost, whichever is less. The Agreement shall be amended, if applicable, to incorporate the project cost information included in the most current SANBAG Board-adopted version of the Nexus Study. 42. Eligible PROJECT reimbursement reimbursements shall include only those costs incurred by CALTRANS and COUNTY for PROJECT-specific work activities that are described in this Agreement and shall not include escalation or interest. 53. Xxxxxxx XXXXXX Neither AUTHORITY nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by COUNTY under or in connection with any work, authority or jurisdiction delegated to COUNTY under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, COUNTY shall fully defend, indemnify and save harmless SANBAGAUTHORITY, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by COUNTY under or in connection with any work, authority or jurisdiction delegated to COUNTY under this Agreement. COUNTY is an authorized self-insured public entity for purposes COUNTY’s indemnification obligation applies to AUTHORITY’s “active” as well as “passive” negligence but does not apply to AUTHORITY’s “sole negligence” or “willful misconduct” within the meaning of Professional Liability, General Liability, Automobile Liability and Workers’ Compensation and warrants that through its program of self insurance, it has adequate coverage or resources to protect against liabilities arising out of the performance of the terms, conditions or obligations of this agreementCivil Code Section 2782. 64. Neither COUNTY nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by SANBAG AUTHORITY under or in connection with any work, authority or jurisdiction delegated to SANBAG AUTHORITY under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, SANBAG AUTHORITY shall fully defend, indemnify and save harmless COUNTY, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by SANBAG AUTHORITY under or in connection with any work, authority or jurisdiction delegated to SANBAG AUTHORITY under this Agreement. SANBAG has and maintains policies AUTHORITY’s indemnification obligation applies to COUNTY’s “active” as well as “passive” negligence but does not apply to COUNTY’s “sole negligence” or “willful misconduct” within the meaning of insurance for Professional Liability, General Liability, Automobile Liability and Workers’ Compensation and warrants that it has adequate coverage or resources to protect against liabilities arising out of the performance of the terms, conditions or obligations of this AgreementCivil Code Section 2782. 7. This Agreement is expressly subordinated to any bonds, notes, certificates or other evidences of indebtedness involved in bond financings as are now outstanding or as may hereafter be issued by SANBAG. 85. This Agreement will be considered terminated upon reimbursement of eligible costs by SANBAGAUTHORITY or July 1, 2017, whichever is sooner, provided that the provisions of Paragraphs 6, 7, 8, 9 and 10 of Section II, and Paragraphs 3 and 4 of Section III, shall survive the termination of this Agreement. The Agreement may also be terminated by SANBAGAUTHORITY, in its sole discretion, in the event the PROJECT work described in Attachment A has not been initiated or let by COUNTY within twenty-four twelve (2412) months of the date of execution Effective Date of this Agreement. 9. The terms of this Agreement represent the consent of the COUNTY to provide the full development share for the PROJECT required by the SANBAG Nexus Study and that failure to contribute the development share according to the terms of this Agreement does not obligate SANBAG to provide supplemental funds or otherwise remedy that failure. SANBAG may terminate this Agreement if the COUNTY fails to perform according to the terms of this Agreement and if this failure jeopardizes the delivery of the PROJECT according to the terms herein. 10. The Effective Date of this Agreement is the date that SANBAG executes this Agreement. San Bernardino County County of San Bernardino Transportation Authority By: By: W. E. Xxxx Xxxxxx Xxxxxxxxxx President, SANBAG Board of Chair, Board of Supervisors Directors Date: Date: APPROVED AS TO FORM APPROVED AS TO FORM AND PROCEDURE: By: By: Xxxxxx Xxxxxxxx Xxxxxxxx Xxxxx Xxxxxx SANBAG General Counsel Deputy County Counsel Date: Date: Construct interim improvements to the Interstate 15/Sierra Avenue Interchange, which consist of signalizing and widening northbound and southbound ramp intersections at Sierra Avenue, widening Sierra Avenue from Riverside Avenue to north of southbound Interstate 15 off-ramp, and drainage improvements.

IT IS MUTUALLY AGREED. 1. The Recitals stated above are true and correct, and are fully incorporated by this reference. 2. To abide by all applicable federalFederal, state, State and local Local laws and regulations pertaining to the PROJECT, including policies in the applicable program in the Measure I 2010- 2040 Strategic Plan, as amended, as of the date of execution Effective Date of this Agreement. 2. The final PROJECT cost may ultimately exceed current estimates of PROJECT cost. Any additional eligible costs resulting from unforeseen conditions over the estimated total of the PROJECT cost, shall be borne by JPA unless prior authorization has been approved by the SBCTA Board of Directors pursuant to Section III, Paragraph 3 of this Agreement; 3. SANBAG’s financial responsibility In the event JPA determines PROJECT work may exceed the not to exceed amount identified in Section I, Paragraph 1, JPA shall not exceed 19.7% inform SBCTA of eligible expenditures as listed this determination and thereafter the Parties shall work together in Attachment A. Absent an attempt to agree upon an amendment to the PROJECT amounts identified in this Agreement. In no event, reimbursement or credit however, shall SBCTA be responsible for the PROJECT shall be limited to $393,015, the public share of the estimated cost costs in excess of the PROJECT for which funds have been allocated amounts identified herein absent a written amendment to this Agreement that is approved by the SANBAG Board of Directors, or to the actual cost, whichever is less. The Agreement shall be amended, if applicable, to incorporate the project cost information included in the most current SANBAG Board-adopted version of the Nexus StudyParties. 4. Eligible PROJECT reimbursement reimbursements shall include only those costs incurred by CALTRANS and COUNTY JPA for PROJECT-specific work activities that are described in this Agreement and shall not include escalation or interest. 5. Xxxxxxx XXXXXX Neither SBCTA nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by COUNTY JPA under or in connection with any work, authority or jurisdiction delegated to COUNTY JPA under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, COUNTY JPA shall fully defend, indemnify and save harmless SANBAGSBCTA, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by COUNTY JPA under or in connection with any work, authority or jurisdiction delegated to COUNTY JPA under this Agreement. COUNTY is an authorized self-insured public entity for purposes JPA’s indemnification obligation applies to SBCTA’s “active” as well as “passive” negligence but does not apply to SBCTA’s “sole negligence” or “willful misconduct” within the meaning of Professional Liability, General Liability, Automobile Liability and Workers’ Compensation and warrants that through its program of self insurance, it has adequate coverage or resources to protect against liabilities arising out of the performance of the terms, conditions or obligations of this agreementCivil Code Section 2782. 6. Neither COUNTY JPA nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by SANBAG SBCTA under or in connection with any work, authority or jurisdiction delegated to SANBAG SBCTA under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, SANBAG SBCTA shall fully defend, indemnify and save harmless COUNTYJPA, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by SANBAG SBCTA under or in connection with any work, authority or jurisdiction delegated to SANBAG SBCTA under this Agreement. SANBAG has and maintains policies SBCTA’s indemnification obligation applies to JPA’s “active” as well as “passive” negligence but does not apply to JPA’s “sole negligence” or “willful misconduct” within the meaning of insurance for Professional Liability, General Liability, Automobile Liability and Workers’ Compensation and warrants that it has adequate coverage or resources to protect against liabilities arising out of the performance of the terms, conditions or obligations of this AgreementCivil Code Section 2782. 7. This Agreement is expressly subordinated to any bonds, notes, certificates or other evidences of indebtedness involved in bond financings as are now outstanding or as may hereafter be issued by SANBAG. 8. This Agreement will be considered terminated upon reimbursement of eligible costs by SANBAGSBCTA or June 30, 2022, whichever is sooner, provided that the provisions of Paragraphs 5, 6, 7, 8, and 9 of Section II, and Paragraphs 5 and 6 of Section III, shall survive the termination of this Agreement. The Agreement may also be terminated by SANBAGSBCTA, in its sole discretion, in the event the PROJECT work described in Attachment A has not been initiated or let by JPA within twenty-four twelve (2412) months of the date of execution Effective Date of this Agreement. 98. The terms of this Agreement represent the consent of the COUNTY to provide the full development share for the PROJECT required by the SANBAG Nexus Study and that failure to contribute the development share according to the terms of this Agreement does not obligate SANBAG to provide supplemental funds or otherwise remedy that failure. SANBAG SBCTA may terminate this Agreement if the COUNTY JPA fails to perform according to the terms of this Agreement and if this failure jeopardizes the delivery of the PROJECT according to the terms herein. 9. The Recitals to this Agreement are true and correct and are incorporated into this Agreement. 10. Attachment A, The Effective Date High Desert Corridor Project (Description of Project and Milestones), and Attachment B, High Desert Corridor Project (Summary of Estimated Costs), are attached to and incorporated into this Agreement. 11. This Agreement may be signed in counterparts, each of which shall constitute an original. 12. This Agreement is effective and shall be dated on the date executed by SBCTA. In witness whereof, the Parties have executed this Agreement is the date that SANBAG executes this Agreementby their authorized signatories below. San Bernardino County County of San Bernardino Transportation Authority SAN BERNARDINO COUNTY HIGH DESERT CORRIDOR TRANSPORTATION AUTHORITY JOINT POWERS AUTHORITY By: By: W. E. Xxxx Xxxxxx Xxxxxxxxxx PresidentX. Xxxxxxxxx, SANBAG President Xxxxxx X. Xxxxxxxxx, JPA Chairman Board of Chair, Board of Supervisors Directors Date: Date: APPROVED AS TO FORM APPROVED AS TO FORM AND PROCEDUREFORM: By: By: Xxxxxx Xxxxxxxx Xxxxxxxx Xxxxx X. Xxxxxx SANBAG SBCTA General Counsel Supervising Deputy County Counsel Date: By: Xxxxxxx Xxxx Procurement Manager Date: Construct interim improvements to the Interstate 15/Sierra Avenue Interchange, which consist of signalizing and widening northbound and southbound ramp intersections at Sierra Avenue, widening Sierra Avenue from Riverside Avenue to north of southbound Interstate 15 off-ramp, and drainage improvements.: