SECOND AMENDED AND RESTATED COOPERATIVE AGREEMENT FOR
SAN JOSE DIRIDON STATION
San José Diridon Station Cooperation Agreement Page 10 of 10 This Second Amended and Restated Cooperative Agreement for San José Diridon Station (Agreement) dated __________, 2022, is entered into by and between the Santa Clara Valley Transportation Authority (VTA), Peninsula Corridor Joint Powers Board (PCJPB), California High- Speed Rail Authority (HSR), the City of San José (City), and the Metropolitan Transportation Commission (MTC), (collectively referred to as the "Agencies," and individually as "Agency").
SECTION I- RECITALS
A. WHEREAS, the San José Diridon Station is a major transit hub serving Amtrak, Altamont Corridor Express (ACE), PCJPB, and VTA light rail and bus located in the City of San José, on property owned and controlled by the PCJPB. With the addition of Bay Area Rapid Transit (BART), HSR service, and expanded Caltrain, ACE, Amtrak Capitol Corridor and Amtrak service, San José Diridon Station will become one of the busiest intermodal stations in North America.
B. WHEREAS, Diridon Station is recognized as a historic and cultural resource listed in the National Register of Historic Places, a designated San José City Landmark, and subject to a preservation covenant held by the South Bay Historical Railroad Society.
C. WHEREAS, major employers are planning to build space for tens of thousands of new workers adjacent to the station, which will transform the station district into a preeminent employment center in the Bay Area.
D. WHEREAS, to effectively accommodate this planned activity and future capacity needs, the station must be reconfigured in an integrated fashion that connects all these transit services with each other and with the development surrounding the station.
E. WHEREAS, the Agencies desire to cooperatively work together to participate in the initial planning for a San José Diridon Integrated Station Concept (“DISC”) Plan ("Plan"), which will be a plan for a reconfigured San José Diridon Station that meets the goals expressed in Recital C, and projects that are related to the Plan (hereinafter “Program of Projects”). The Plan is a critical building block to achieving the potential of this station, the track envelope, and the surrounding area. Coordination amongst Agencies is essential to establish an agreed-upon plan for the station and to maximize funding to deliver a world-class destination and transportation hub that provides seamless customer experience for movement between transit modes within the station and into the surrounding neighborhoods and Downtown.
F. WHEREAS, VTA is a special district responsible for public transit services, congestion management, specific highway improvement projects, and countywide transportation planning for Santa Clara County, California.
G. WHEREAS, PCJPB is a joint powers authority with three member agencies: the City and County of San Francisco, the San Mateo County Transit District, and the Santa Clara Valley Transportation Authority. The PCJPB owns, manages and operates the commuter rail line, and passenger stations, connecting three counties: San Francisco, San Mateo and Santa Clara. It is responsible for the railroad operations, engineering, planning, and maintenance of the rail corridor and stations, including the San José Diridon Station, from San Francisco to Tamien Station, and for rail services from Tamien Station to Gilroy.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
SECOND AMENDED AND RESTATED COOPERATIVE AGREEMENT FOR
SAN JOSE DIRIDON STATION
San José Diridon Station Cooperation Agreement Page 10 of 10
H. WHEREAS, HSR is responsible for planning, designing, building, and operating the first high-speed rail system in the nation. The system will run from San Francisco to the Los Angeles basin.
I. WHEREAS, City is a municipal corporation and a charter city in the State of California.
City is responsible for land use regulations and the operation and maintenance of public utilities, such as water, sewer, storm, and streets, within its corporate boundaries.
J. WHEREAS, MTC is the federally designated metropolitan planning organization for the nine-county San Francisco Bay Area and is also the state designated regional transportation planning agency for the Bay Area. Every four years, MTC is responsible for adopting a long-range plan to guide transportation and housing for the next twenty-five (25) years for the Bay Area.
K. WHEREAS, on July 12, 2018, VTA PCJPB, HSR, and City entered into a Cooperative Agreement (“Original Agreement”) to establish the framework for the coordination between these four agencies for the preparation and implementation of the Plan, including defining roles and responsibilities, funding requirements, and schedule.
L. WHEREAS, the purpose of the Original Agreement was to establish the framework for the coordination between the Agencies for the preparation and implementation of the Plan, including defining roles and responsibilities, funding requirements, and schedule. Guiding Principles of this Agreement and Plan process are included in Section 2.
M. WHEREAS, on August 21, 2020, VTA PCJPB, HSR, MTC and City entered into an Amended and Restated Cooperative Agreement for San Jose Diridon Station to include MTC as a participating agency and to make additional provisions for the continued advancement of the planning for a San Jose Diridon Integrated Station Concept Plan and related Program of Projects (“First Amended and Restated Agreement”).
N. WHEREAS, progress has been made on the Plan and the Agencies now wish to expand the guiding principals and work product relating to the Plan in this Second Amended and Restated Cooperative Agreement for San José Diridon Station.
O. WHEREAS, by entering into this Agreement, VTA, PCJPB, HSR, CSJ, and MTC now desire to amend and restate the First Amended and Restated Agreement to make additional provisions for the continued advancement of the planning for a San José Diridon Integrated Station Concept Plan and related Program of Projects.
P. WHEREAS, the Agencies wish to reiterate in this Agreement their commitment and respective obligations in connection with the preparation and implementation of the Plan.
NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the Parties agree as follows:
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
SECOND AMENDED AND RESTATED COOPERATIVE AGREEMENT FOR
SAN JOSE DIRIDON STATION
San José Diridon Station Cooperation Agreement Page 10 of 10
SECTION II- SCOPE OF AGREEMENT
1. GUIDING PRINCIPLES.
The Agencies shall be guided by the following guiding principles (“Guiding Principles”), applied in the preparation of the Plan:
A. Process and Engagement. The Agencies will:
i. Revisit the Guiding Principles periodically such that the partnership and collaboration effort can evolve;
ii. Revisit the Guiding Principles to confirm the validity and relevance to the Plan upon the occurrence of any of the following:
Upon completion of key milestones as defined by the program schedule; Upon legislative actions or changes; or
Upon significant changes by any Partner Agency;
iii. Follow the communication and organization models and decision-making process that will be agreed upon in the Plan process;
iv. Be respectful of the fact that each agency has its own projects, policies, procedures, constraints, opportunities, funding availability and sources, and schedules;
v. Acknowledge and work through healthy tension and different project aspect schedules;
vi. Develop an integrated community engagement plan by all Agencies for work related directly to the San Jose Diridon Station (“Intermodal Station” or “Station”).
B. Planning and Design. The Agencies will:
i. Treat the Station as an integrated urban transit program of projects in its own right;
ii. Mutually support, coordinate, discuss, and acknowledge each Agency’s endeavor to complete its individual capital programs and projects while keeping the integrated urban transit program in mind to accomplish the goals of the Plan;
iii. Focus and prioritize the interaction and cohesiveness between transit systems, public space, and private development;
iv. Emphasize statewide, regional, and local interconnectivity to expand and enhance the service provided to customers and its ability to reduce vehicle miles traveled,
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
SECOND AMENDED AND RESTATED COOPERATIVE AGREEMENT FOR
SAN JOSE DIRIDON STATION
San José Diridon Station Cooperation Agreement Page 10 of 10 enhance regional sustainability and resiliency, and improve transit as a viable and competitive mode;
C. Operations and Capacity. Agencies will:
i. Plan and design transit and Station infrastructure for future capacity needs; ii. Delineate the spatial needs of the Station to support the rail and transit operations while focusing on the experience of the transit and the Station user; iii. Continue partnership to ensure successful long-term operations and maintenance of the project.
These Guiding Principles are not intended to pre-commit any of the Agencies’ discretion to approve individual projects prior to completing the environmental review process, whether related to the Station or otherwise. In addition, the Agencies recognize and acknowledge that HSR has a grant agreement obligation to the Federal Government to accomplish, by the end of 2022, environmental clearances for two sections of its statewide project that each will utilize Diridon Station in some capacity/configuration, and these Guiding Principles will be interpreted not to interfere with that obligation.
2. INTEGRATED STATION CONCEPT PLAN WORK PRODUCT.
Since the execution of the Amended and Restated Cooperative Agreement for the San José Diridon Station, the Agencies have concluded the development of a preferred layout (“Concept Layout”) for the Plan. This Second Amended and Restated Cooperative Agreement enables the Agencies to further develop the Concept Layout, and the Agencies intend to solicit and engage with one or more professional and technical services providers (“Contractors”) to advance and develop the Plan in phases. The Agencies will endeavor to share in the cost for services provided by the Contractors as set forth in Section 5, Funding.
The Agencies anticipate that the range of services from Contractors will generally include, in whole or in part, managing the process of Agencies' decision making, coordinating the short- and long- term plans and needs of the Agencies for efficient rail and transit service, reviewing intermodal access to the Station, assessing Agencies funding capabilities, strategizing on the environmental clearance process, providing organization models, and related technical services. The Agencies endeavor to conduct a business case for DISC that will provide a structured, evidence-based decision-making process to further evaluate the elements of the Plan using goals, objectives, and evaluation criteria. This will include examination of the base investments required for the Station in order to examine the benefits and costs of the program of projects. The specific scope of services to be provided and work products to be delivered by Contractors will be determined by Agencies as mutually agreed among the members of the Executive Steering Committee as set forth in Section 4.
3. ROLES AND RESPONSIBILITIES.
A. GENERAL: Any Agency may solicit, contract with, and manage the Contractors to further develop and advance the Plan. The Agencies will share the costs of such contracting only as provided in section 5 below.
B. VTA: VTA is responsible for providing information related to VTA design standards and operational requirements for the BART, light rail, and bus systems within the Diridon
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
SECOND AMENDED AND RESTATED COOPERATIVE AGREEMENT FOR
SAN JOSE DIRIDON STATION
San José Diridon Station Cooperation Agreement Page 10 of 10 Station Area and to actively participate in meetings, document review, and public outreach.
VTA will endeavor to share in the cost of the Contractors, as set forth in Section 5, Funding.
C. PCJPB: PCJPB is the owner of the current San José Diridon Station. The PCJPB operates the Caltrain commuter rail service and is responsible for providing Caltrain design standards and operational requirements within the San José Diridon Station Area, including on behalf of its tenants, as well as actively participating in meetings, document review, and public outreach. PCJPB will endeavor to share in the cost to prepare the Plan, as set forth in Section 5, Funding.
D. HSR: HSR is responsible for providing High-Speed Rail design standards and operational requirements within the Station Area, and to actively participate in meetings, document review, and public outreach. HSR will endeavor to share in the cost to prepare the Plan, as set forth in Section 5, Funding.
E. CITY: City is responsible for providing design standards related to City Infrastructure, (defined below) as well as relevant land use and urban design guidelines for the Diridon Station Area. Moreover, the City will actively participate in meetings, document review, and public outreach. For the purposes of this Agreement “City Infrastructure” means City- owned infrastructure projects, including existing capital projects either programmed or anticipated, that are required to support station and other development within the Diridon Station Area. City will endeavor to share in the cost to prepare the Plan, as set forth in Section 5, Funding.
F. MTC: MTC is responsible for providing coordination, guidance, and assistance to assure the integration of the DISC Plan into regional transportation network, to help achieve an appropriate organizational governance structure, and to attract scarce regional, state and federal funds into the DISC Program, as feasible. MTC will endeavor to share in the cost to prepare the Plan, as set forth in Section 5, Funding.
4. ORGANIZATION.
In order to facilitate the technical analysis and communication, the Agencies will establish two committees, as follows:
i. An “Executive Steering Committee,” consisting of one executive-level and one Senior management-level member from each Agency, shall be responsible for setting executive level direction for the Plan effort. Participation in regular meetings (e.g., quarterly) will be required for each member of the Executive Steering Committee to ensure the Plan continues to move forward.
ii. A “Leadership Team” consisting of one director-level or manager-level member from each Agency who will serve as Policy Director and one manager-level member from each Agency who will serve as a Technical Director. The Leadership Team will be available to provide direction to the Contractors regarding contractual and performance issues, such as changes in scope and schedule. The Leadership Team is also authorized by each Agency, to review all administrative and final drafts prepared by Contractors and to recommend modifications or acceptance as appropriate. The Leadership Team will also be responsible for the formation and the member nomination for functional
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
SECOND AMENDED AND RESTATED COOPERATIVE AGREEMENT FOR
SAN JOSE DIRIDON STATION
San José Diridon Station Cooperation Agreement Page 10 of 10 subcommittees (e.g., organization/governance, outreach), competency working groups, and peer agencies committee, as appropriate.
The Agencies may modify this organizational structure and/or add other committees or working groups by mutual agreement of the Leadership Team.
5. FUNDING.
A. The Agencies will endeavor to contribute financially toward the cost of Contractors’ services to further develop and advance the Plan (“Contractors’ Services”). The goal is for each Agency to share equally in costs for the Contractors’ Services. The Agencies agree to jointly pursue funding opportunities where applicable. When joint funds are secured, the applicable funds will be utilized to fund the Plan beyond the individual Agency’s shares.
Joint funds are not meant to supplement an individual Agency's share.
B. Specific funding commitments and funding arrangements will be subject to separate funding agreements between the Agencies as needed to share in specific costs (“Individual Funding Agreement(s)”). Individual Funding Agreements will be negotiated prior to any individual Agency contracting for work that will require funding contribution from the other Agencies. Any and all costs (direct, indirect, or staff time) incurred by the Agencies, with the exception of the costs for Contractors’ Services, are the responsibility of each respective Agency.
C. Upon execution of this Agreement, each Agency will endeavor to identify the source of funds to be contributed to the preparation of the Plan and management of the planning and organization process. Any restricted funds must be identified prior to execution of any agreement with the Contractors, so the agreement with the Contractors can accommodate all reporting forms and language as may be required. Each Agency is responsible for submission of necessary documentation and reports to meet contributed funding source requirements. The contracting Agencies will provide copies of Contractors’ invoices to each of the other Agencies.
D. Upon execution of this Agreement by the Agencies, each Agency will endeavor to execute Individual Funding Agreements with the other Agencies as needed to fund their respective cost sharing commitments. Contributions shall be made pursuant to the terms of the Individual Funding Agreements.
E. The contracting Agency may issue task orders to the Contractors to proceed with services upon execution of the Individual Funding Agreements and upon the mutual agreement of the Agencies relating to the Contractors Services.
6. TERM.
This Agreement will become effective upon full execution hereof and will remain in effect through June 30, 2025 unless otherwise agreed to in writing by the Agencies.
7. TERMINATION.
Any Agency may terminate this Agreement at any time, for any reason, upon giving thirty (30) calendar days written notice to the other Agencies in compliance with the Notice
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
SECOND AMENDED AND RESTATED COOPERATIVE AGREEMENT FOR
SAN JOSE DIRIDON STATION
San José Diridon Station Cooperation Agreement Page 10 of 10 provision of this Agreement. Upon notice of termination of this Agreement, the contracting Agencies shall invoice the terminating agency for its share of all Contractors costs for Contractors Services rendered up to the date of termination pursuant to any existing Individual Funding Agreements between the parties. The remaining Agencies may amend this Agreement to continue with the preparation of the Plan or to terminate this Agreement.
8. GENERAL CONDITIONS .
A. Audit and Record Retention. The representative of each Agency may audit the expenses incurred in the performance of this Agreement. Each Agency must retain all records related to the performance of this Agreement and the preparation of the Plan for three (3) years after the completion of this endeavor. During this period, each Agency must make these records available within a reasonable time to any of the Agencies for inspection upon request.
B. Parties' Representatives. The General Manager of VTA or his/her designee is hereby made the representative of VTA for all purposes under this Agreement. The City Manager for CITY or his/her designee is hereby made the representative of CITY for all purposes under this Agreement. The Northern California Regional Director for HSR or his/her designee is made a representative of HSR for all purposes under this Agreement. The Deputy Chief of Planning for PCJPB or his/her designee is hereby made the representative of PCJPB for all purposes under this Agreement. The Executive Director for MTC or his/her designee is hereby made the representative of MTC for all purposes under this Agreement.
C. Indemnification. Pursuant to Government Code Section 895.4, each of the Agencies hereto shall fully indemnify, defend and hold the other Agencies, their officers, employees and agents, harmless from any damage or liability imposed for injury (as defined in Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying Agency, its officers, commissioners, employees or agents, under or in connection with any work, authority or jurisdiction delegated to such Agency under this Agreement. No Agency, nor any officer, employee or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of the other Agencies hereto, their officers, employees or agents, under or in connection with any work, authority or jurisdiction delegated to such other Agency under this Agreement.
D. No Waiver. The failure of any Agency to insist upon the strict performance of any of the terms, covenants, or conditions of this Agreement shall not be deemed a waiver of any right or remedy that any Agency may have and shall not be deemed a waiver of its right to require strict performance of all of the terms, covenants, and conditions thereafter.
E. Notice. Any notice required to be given by any of the Agency, or which any Agency may wish to give, shall be in writing and sent by U.S. Mail or personal delivery, along with a courtesy copy by email as follows:
To VTA: Santa Clara Valley Transportation Authority
Attention: Deborah Dagang, Director of Planning &
Programming
3331 North First Street, Bldg. B-2
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
SECOND AMENDED AND RESTATED COOPERATIVE AGREEMENT FOR
SAN JOSE DIRIDON STATION
San José Diridon Station Cooperation Agreement Page 10 of 10 San José, CA. 95134-1906
Email: [email protected]
Telephone: (408) 321-7093
To CITY: City of San José
Attention: John Ristow, Director, Department of Transportation 200 East Santa Clara Street, 17th Floor
San José, CA. 95113
Email: Dave.Sykes@sanJoséca.gov
Telephone: (408) 535-8190
To HSR: California High-Speed Rail Authority
Attention: Boris Lipkin, Northern California Regional Director 100 Paseo De San Antonio, Suite 300
San José, CA 95113
Email: [email protected]
Telephone: (408) 277-1085
To PCJPB: Peninsula Corridor Joint Powers Board
Attn: Michelle Bouchard, Interim Executive Director
1250 San Carlos Avenue
San Carlos, CA 94070
Email: [email protected]
Telephone: (650) 508-6420
To MTC: Metropolitan Transportation Commission
Attn: Alix Bockelman, Deputy Executive Director, Policy Bay Area Metro Center, 375 Beale Street, Suite 800
San Francisco, CA 94105
[email protected]
Telephone: (415) 778-5250
Notice shall be deemed effective on the date personally delivered or, if mailed, three (3) days after deposit in the United States mail.
F. Dispute Resolution. If a question arises regarding interpretation of this Agreement or its performance, or the alleged failure of an Agency to perform, the Agency raising or making the allegation shall give written notice thereof to the other Agencies. The Agencies shall promptly meet in an effort to resolve the issues raised. If the Agencies fail to resolve the issues raised, alternative forms of dispute resolution, including mediation or binding arbitration, may be pursued by mutual agreement. It is the intent of the Agencies, to the extent possible, that litigation be avoided as a method of dispute resolution.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
SECOND AMENDED AND RESTATED COOPERATIVE AGREEMENT FOR
SAN JOSE DIRIDON STATION
San José Diridon Station Cooperation Agreement Page 10 of 10 G. Entire Agreement. This Agreement constitutes the entire Agreement between the Agencies pertaining to the subject matter contained therein and supersedes all prior or contemporaneous agreements, representations and understandings of the Agencies relative thereto.
H. Amendments. This Agreement may be amended only by mutual written agreement signed by each of the Agencies.
I. Warranty of Authority to Execute Agreement. Each Agency to this Agreement represents and warrants that each person whose signature appears hereon has been duly authorized and has the full authority to execute this Agreement on behalf of the entity that is a party to this Agreement.
J. Severability. If any term, covenant, condition or provision of this Agreement, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, covenants, conditions and provisions of this Agreement, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.
K. Governing Law. This Agreement shall be construed, and its performance enforced under California law.
L. Venue. Except for suits involving HSR, if a suit is brought by any party to this Agreement, the Agencies agree that venue shall be exclusively vested in the Superior Court of the County of Santa Clara or, if federal jurisdiction is appropriate, exclusively in the United States District Court for the Northern District of California, in San José, California. For suits involving HSR, venue shall be governed by Public Utilities Code Section 185038.
End of Agreement terms. Signatures to follow on next page.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
SECOND AMENDED AND RESTATED COOPERATIVE AGREEMENT FOR
SAN JOSE DIRIDON STATION
San José Diridon Station Cooperation Agreement Page 10 of 10 WITNESS THE EXECUTION HEREOF the day and year first hereinabove set forth.
Santa Clara Valley Transportation Authority
By: _____________________ Date______
Carolyn Gonot
General Manager and CEO
APPROVED AS TO FORM:
By: _____________________
Victor Pappalardo
Deputy General Counsel
California High-Speed Rail Authority
By: _____________________ Date______
Brian P. Kelly
Chief Executive Officer
APPROVED AS TO FORM:
By: _____________________ Date______
Counsel
City of San José
By: _____________________ Date______
Jennifer Maguire
City Manager
APPROVED AS TO FORM:
By: _____________________ Date______
Counsel
Peninsula Corridor Joint Powers Board
(Caltrain)
By: _____________________ Date______
Michelle Bouchard
Interim Executive Director
APPROVED AS TO FORM:
By: _____________________ Date______
Counsel
Metropolitan Transportation Commission
By: _____________________ Date______
Therese W. McMillan
Executive Director
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.