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Attachment B - Interagency Agreement with VVTA

Victorville City Council
July 15, 2025

Document
Attachment B - Interagency Agreement with VVTA
Meeting
July 15, 2025
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Victorville City Council
Original file
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Text extracted from the city's file for reading and search. Open the original on victorvilleca.primegov.com. That file is the official record.

Attachment B
1 INTERAGENCY AGREEMENT FOR THE MAINTENANCE, REPAIR, AND CLEANING OF

BUS SHELTERS AND AMENITIES

BETWEEN VICTOR VALLEY TRANSIT AUTHORITY
AND

THE CITY OF VICTORVILLE

This Interagency Agreement for Maintenance, Repair, and Cleaning of Bus Shelters and Amenities (“AGREEMENT”) dated this ____ day of _______, 2025, is entered into by and between the Victor Valley Transit Authority, a joint powers authority duly formed and created in 1993 pursuant to California law, hereinafter referred to as " VVTA", and the City of Victorville, a California municipal corporation and charter city, located in the County of San Bernardino, State of California, hereinafter referred to as the "CITY” , VVTA and the CITY are sometimes hereinafter referred to individually as a "PARTY" or collectively as the "PARTIES".

RECITALS

WHEREAS, VVTA was established under California law as a regional transit system operated within the high desert communities of Adelanto, Apple Valley, Barstow, Hesperia, Victorville, and the County of San Bernardino; and

WHEREAS, VVTA owns a majority of the bus shelters and amenities within the CITY'S juris diction and the CITY desires to c ontinue maintaining said bus shelters for VVTA in exchange for reimbursement by VVTA of agreed-upon maintenance expenses; and

WHEREAS, VVTA retains the exclusive rights to sell advertising space on the bus shelters and any future shelters VVTA may own within the CITY'S jurisdiction.

NOW THEREFORE, VVTA and the CITY , for and in consideration of the mutual promises and agreement herein contained, do hereby agree as follows:

AGREEMENT

ARTICLE 1. MAINTENANCE OF BUS SHELTERS AND AMENITIES AND TERM

Section 1.01. Maintenance of Bus Shelters and Amenities.

A. Reimbursement. Subject to the terms and conditions herein contained, VVTA hereby agrees to reimburse the CITY for the maintenance, repair, and cleaning of the current (103) bus stop shelters and amenities as further described in Exhibit "A" attached hereto and incorporated herein by this reference, as well as any future bus shelters and amenities VVTA may own within the CITY’S jurisdiction (collectively hereinafter, the " BUS SHELTERS AND AMENITIES") in an amount not to exceed $207,480.70 for the first year of this AGREEMENT, with an increase of 3% annually thereafter.

B. Scope of Work . The scope of work includes cleaning, trash collection and removal, maintenance, and repair of BUS SHELTERS AND AMENITIES to be performed by the CITY in accordance with the following standards:

2 • Inspect all shelters and amenities located within the CITY during regularly scheduled workdays.
• Clean up after unhoused persons, remove debris as needed. • Pressure wash shelters as needed, up to 30 to 40 locations daily to keep clean and sanitized.
• Pick up and properly dispose of trash around the shelters and amenities. To be performed as needed within a 15-foot radius of the shelter while staying within the CITY right of way.
• Empty trash containers and change out trash bags as needed. • Remove graffiti from shelters and other amenities.
o Within 48 hours of notification by VVTA, whether made by telephone or email. o The methods used for removal will be at the discretion of the CITY. • Touch-up/paint the shelters and amenities as needed.
o CITY will make the initial determination of when a shelter requires touch-up or painting.
o VVTA can submit a written request to CITY in the event VVTA believes shelter painting beyond that determined by the CITY is needed.
o The CITY has 72 hours to respond to VVTA’ S written request and any painting agreed upon by the PARTIES will be scheduled for a future date. • Perform repairs to the shelters and amenities as needed. o Upon inspection by the C I T Y, if repairs are deemed necessary, a request will be sent to VVTA for parts.
o Upon receipt of CITY’S request for parts, VVTA will order the necessary parts and have them delivered to the CITY’S Public Works Yard at (14177 McArt Rd.).  Examples: trash can lid repairs, solar light testing and repairs, replace/repair plexiglass, replacement of roof panels, etc. • Respond to citizen complaints pertaining to bus stop and shelter issues and conditions. o Upon notification, whether by phone or email, CITY will respond within 48 hours to investigate the complaint.
• Respond to after -hours traffic accidents that involve any bus stop shelter and/or amenity.
o Response time is one hour from notification.
o Secure the area and remove the shelter if unsafe (this nee ds to be completed immediately) so that the area remains safe and clear for pedestrians. • Replace damaged parts from an accident.
o A list of damaged parts will be provided to VVTA within 72 hours of the accident. o VVTA will then order the required parts and have the m delivered to the CITY’ S Public Works yard at (14177 McArt Rd).
o Upon receipt of parts, CITY will have the installation of parts scheduled within one week of parts being received.
• Install new shelters and amenities at the request of VVTA, this includes the relocation of shelters as well.
o A written request from the VVTA Director of O perations or his/her designee outlining each location that will be required.
3 o The CITY shall be responsible for ensuring that all new shelters and amenities installed under this Agreement comply with the Americans with Disabilities Act (ADA) standards. This includes, but is not limited to, the design, construction, and maintenance of such facilities to ensure full accessibility for individuals with disabilities.
o The CITY’S Public Works department will work with the CITY’S Engineering department for approval of the new installation or relocation of a shelter within the CITY right of way.
o For new installations, VVTA will cover all cost s for a n appropriately licensed contractor to install the new shelters.
o Installations will be scheduled once locations have been approved by CITY and an appropriately licensed contractor has been secured by the CITY to perform the work.

Section 1.02. Term of Agreement.

The term of this AGREEMENT shall be for an initial ten (10) years, commencing on ___________, 2025 and expiring on __________, 2035, unless earlier terminated as provided in Section 1.03 hereof. If not so terminated , this AGREEMENT shall renew in five (5) year increments under the same terms and conditions set forth herein.

Section 1.03. Termination.

Notwithstanding the provisions of Section 1.02, either PARTY shall have the right to terminate this AGREEMENT for cause (breach) upon providing not less than sixty (60) days prior written notice to the other PARTY for any uncured Event of Default as defined and described in Section 1.04 below.

Following the end of the initial term, either PARTY may terminate this AGREEMENT without cause by providing other PARTY with not less than three hundred sixty -five (365) days prior written notice. In the event of such termination, VVTA shall be liable for payment under the payment provisions of this Agreement for all services and maintenance provided by the CITY prior to the effective date of termination.

Section 1.04. Events of Default; Breach of Agreement.

A. In the event either PARTY fails to: (i) perform any duty, obligation, service or task set forth under this AGREEMENT; or (ii) timely perform any duty, obligation, service or task within the time specified in this AGREEMENT, or if no time is specified, within a reasonable time; or (iii) properly perform any duty, obligation, service, or task set forth under this AGREEMENT , an event of default (hereinafter “Event of Default”) shall occur.

B. For all Events of Default, the PARTY alleging an Event of Default shall give written notice to the defaulting PARTY (hereinafter “Default Notice ”) which shall specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; and (iii) a date by which the Event of Default shall be corrected ( cured), which date shall be not less than the applicable cure period set forth in the following subsections. Default Notices shall be given as specified in Sections 4.02 and 4.03 of this Agreement. An Event of Default shall constitute 4 a breach of this AGREEMENT if the defaulting PARTY fails to cure the Event of Default within the applicable cure period or any extended cure period allowed hereunder.

C. VVTA shall cure the following Events of Defaults within the following time periods:

1. Within five (5) business days of CITY’S issuance of a Default Notice to VVTA for any failure of VVTA to timely pay when due any undisputed sums owed to CITY under this AGREEMENT.

2. Within ten (10) business days of CITY’S issuance of a Default Notice to VVTA for any other Event of Default under this Agreement. Prior to the expiration of the 10 -day cure period, VVTA may submit a written request to the CITY for additional time to cure the Event of Default upon a showing that VVTA has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 10-day cure period.

The foregoing notwithstanding, CITY shall be under no obligation to grant additional time for the cure of an Event of Default under this subsection that exceeds thirty (30) calendar days from the end of the initial 10-day cure period.

D. CITY shall cure the following Event of Defaults within the following time periods:

1. Within five (5) business days of VVTA’S issuance of a Default Notice to the CITY for any failure to obtain or maintain insurance or self-insurance as specified in this Agreement.

Prior to the expiration of the 5-day cure period, CITY may submit a written request to VVTA for additional time to cure the Event of Default upon a showing that CITY has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 5-day cure period. The foregoing notwithstanding, VVTA shall be under no obligation to grant additional time for the cure of an Event of Default under this subsection that exceeds ten (10) business days from the end of the initial 10-day cure period.

2. Within ten (10) business days of VVTA’S issuance of a Default Notice to the CITY for any other Event of Default under this Agreement. Prior to the expiration of the 10 -day cure period, CITY may submit a written request to VVTA for additional time to cure the Event of Default upon a showing that CITY has commenced efforts to cure the Ev ent of Default and that the Event of Default cannot be reasonably cured within the 10-day cure period.

The foregoing notwithstanding, VVTA shall be under no obligation to grant additional time for the cure of an Event of Default under this subsection that exceeds thirty (30) calendar days from the end of the initial 10-day cure period.

E. No waiver of any Event of Default or breach under this Agreement shall constitute a waiver of any other or subsequent Event of Default or breach. No waiver, benefit, privil ege, or service voluntarily given or performed by a PARTY shall give the other PARTY any contractual rights by custom, estoppel, or otherwise.

F. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights, and remedies otherwise imposed or available by law. In addition to any other remedies available to PARTIES at law or under this AGREEMENT, in the event of any breach of this 5 AGREEMENT, the non- breaching PARTY may terminate this AGREEMENT upon providing at least sixty (60) days written notice to the breaching PARTY as specified in Section 1.03 hereof.

In the event of such termination, VVTA shall be liable for payment under the payment provisions of this Agreement for all services and maintenance provided by the CITY prior to the effective date of termination.

Section 1.05. Force Majeure Events.

A. The provisions of Section 1.4 notwithstanding, lack of performance by either PARTY shall not be deemed to be a breach of this Agreement (except for any obligations to make payments to the other PARTY hereunder) where the delays or defaults are due to: natural disasters or acts of God; unusually severe weather events; acts of terrorism; labor disputes or stoppages; war; government acts or orders (other than those of VVTA or the CITY); epidemics, pandemics or outbreak of communicable disease; quarantines; national or regional emergencies; or any other inability of either PARTY, whether similar or dissimilar to those enumerated or otherwise, which are not within the control of the PARTY claiming such inability or disability (hereinafter the “Impacted PARTY”), which such Impacted PARTY could not have avoided by exercising due diligence and care (such conditions being herein referred to as “Force Majeure Events”).

B. The Impacted PARTY shall give written notice of the Force Majeure Event to the other PARTY, not later than ten (10) business days following the Force Majeure Event commencing, which notice shall: describe the force majeure event, state the Impacted PARTY’S actions taken to minimize the impact thereof, and stating the period of time the delay or fa ilure to perform is expected to continue. The Impacted PARTY shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted PARTY shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted PARTY’s failure or delay remains uncured for a period of thirty (30) consecutive days following the written notice given by it under this Section 1.0 5, the PARTIES will use good faith efforts to negotiate an interim or permanent modification to this Agreement which responds to the Force Majeure Event and maintains the standards and purposes for which this Agreement was executed. If no such modification can be agreed up on, either PARTY may thereafter terminate this Agreement upon fourteen (14) calendar days’ written notice to the other PARTY.

Section 1.06. Invoicing and Payment.

A. The CITY shall invoice VVTA on a quarterly basis. The CITY shall furnish information as may be requested by VVTA to substantiate the validity of an invoice. The CITY shall submit invoices to:

VICTOR VALLEY TRANSIT AUTHORITY
ATTN: ACCOUNTS PAYABLE
17150 SMOKE TREE STREET
HESPERIA, CA 92345-8305
[email protected]

Each invoice shall include, at a minimum, the following information:

• Invoice number.
6 • Description of service
• Unit Price, extended price, and applicable taxes
• Information as requested by VVTA.
• Each invoice must include the receipts supporting the expenses listed on the invoice.

B. VVTA shall remit payment to the CITY within Thirty (30) calendar days of the date of the invoice. In the event of a disputed sum, VVTA shall remit full payment within this timeframe and notify the CITY in writing of any portion in question that requires additional information from the CITY . Any adjustments agreed upon by the PARTIES will be made to the following quarterly invoice.

ARTICLE 2. MAINTENANCE AND REPAIRS

Section 2.01. Maintenance by the CITY.

At all times during the term of this AGREEMENT, the CITY shall, at the CITY'S own cost and expense, maintain the BUS SHELTERS AND AMENITIES, consistent with all standards set forth in S ection

1.01.B of this AGREEMENT. VVTA will reimburse the CITY for its actual costs of such maintenance on a quarterly basis per the terms of Section 1.01 of this AGREEMENT, not to exceed the annual amount as specified in Section 1.01.A. VVTA will be responsible for purchasing and supplying to the CITY any parts, components, s treet furniture, and replacement to the BUS SHELTERS AND AMENITIES damaged during any accident/incident or due to normal wear and tear. VVTA will also be responsible for purchasing new shelters and amenities and/or supplying replacement shelters due to damage or normal wear and tear, and reimbursing the CITY for the installation of such new equipment from VVTA’S capital funding.

Section 2.02. Application of Insurance.

Any and all liability, fire or other insurance proceeds that become payable at any time during the term of this Agreement because of damage to or destruction of any improvements on the BUS SHELTERS and Amenities shall be paid to VVTA and applied by VVTA toward the cost of parts and component replacement (i.e. Street furniture, all amenities, etc..), required to rectify repairing and restoring the damaged or destroyed improvements in the manner required by Section 2.01 of this Agreement.

ARTICLE 3. INDEMNITY AND INSURANCE

Section 3.01. Indemnification:

A. To the furthest extent allowed by law, the CITY shall indemnify, hold harmless, and defend VVTA and its members, board members, officers, officials, employees, agents and volunteers from any and all los s, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by VVTA, the CITY or any other person, and from any and all claims, demands and actions in law or equity (including attorney's fees and litigation expenses), arising out of or in connection with the CITY’S performance of work under this AGREEMENT, provided that such claims, liabilities, damages, losses, or expenses are caused by the CITY’S negligence, willful misconduct or breach of this Agreement.

7 B. If the CITY should subcontract all or any portion of the work to be performed under this Agreement, the CITY shall require each subcontractor to inde mnify, hold harmless and defend VVTA and its members, board members, officers, employees, agents, and volunteers in accordance with the terms of the preceding paragraph. The provisions of this Subsection A shall survive the termination or expiration of this AGREEMENT.

C. If the CITY has retained legal counsel acceptable to VVTA, the CITY shall have the sole charge and direction of the defense of the suit, action, or proceeding while it is assigned to such counsel. VVTA shall, at the request of the CITY, furnish to the CITY all reasonable assistance that may be necessary for the purpose of defending such suit, action or proceeding, and shall be repaid all reasonable costs incurred in doing so. VVTA shall have the right to be represented therein by advisory counsel of its own selection at its own expense.

Section 3.02. Insurance

A. General Requirements for the CITY

1) Without limiting or diminishing the CITY’S obligation to indemnify or hold VVTA harmless, the CITY shall procure, prior to commencement of the services required under this AGREEMENT and maintain for the duration of the AGREEMENT at its own expense, insurance of the kinds and in the amounts as indicated below.

2) Provide VVTA with valid original certificates of insurance and (except regarding Professional Liability and Workers’ Compensation) showing VVTA as an additional insured.

B. Deductibles or Self-Insured Retention (SIR)

SIR must be declared to and approved by VVTA. At the option of VVTA, either: the insurer shall reduce or eliminate such deductibles or SIR, or the CITY shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

C. Other Insurance Provisions

1) Commercial General Liability and Automobile Liability

Commercial General Liability insurance coverage, including but not limited to, premises liability, contractual liability, products and completed operations liability, personal and advertising injury covering claims which may arise from or out of the CITY’S performance of its obligations hereunder and if the CITY’S vehicles or mobile equipment are used in the performance of the obligations under this AGREEMENT , then the CITY shall maintain liability insurance for all owned, non -owned or hired vehicles so use d. Policy shall name VVTA, its officers, officials, employees, agents, and volunteers as insureds as respects: liability arising out of activities performed by or on behalf of the CITY; products and completed operations of the CITY; premises owned, occupied, or used by the CITY; or automobiles owned, leased, hired, or borrowed by the CITY. The coverage shall contain no special limitations of the scope of protection afforded VVTA, its officers, officials, employees, agents, and volunteers.

8 2) Workers’ Compensation

If the CITY has employees as defined by the State of California, the CITY shall maintain statutory Workers’ compensation Insurance (Coverage A) as prescribed by the laws of the State of California. The policy shall include Employers’ Liability (Co verage B) including Occupational Disease with limits not less than $1,000,000 per person per accident. The policy shall be endorsed to waive subrogation in favor of VVTA.

3) Property Insurance

VVTA acknowledges that the insurance maintained by the CITY will not insure any of VVTA’ S p r o p e r t y . A c c o r d i n g l y , V V T A s h a l l , a t i t s o w n e x p e n s e , m a i n t a i n i n f u l l f o r c e a n d e ff e c t a n insurance policy on all of its property.

D. Acceptability of Insurers

Insurance companies shall be State of California admitted or approved and have a current A.M. Best’s rating of no less than A: VIII. The foregoing notwithstanding, no A.M. Best’s rating is required in the event that the CITY self-insures.

E. Verification of Coverage

1. The CITY shall furnish VVTA with original endorsements affecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All insurance certificates and endorsements are to be received and approved by VVTA before work commences.

2. As an alternative, the CITY’S insurer may provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications.

3. In lieu of purchasing insurance and providing original endorsements and or certificates of insurance, the CITY may provide proof of self- insurance; such proof must be to the satisfaction of VVTA.

F. S ubcontractors

All coverage for subcontractors shall be subject to all the requirements stated herein.

G. Notification of Terminated Insurance

Insurance shall not be terminated or expire without thirty (30) days’ written notice and is required to be maintained in force until completion of the AGREEMENT.

H. Endorsements

9 The following endorsements 1 through 4 are required to be made a part of the Comprehensive General Liability policy, and Endorsement No.4 is required to be made part of the Workers’ Compensation and Employers’ Liability policy:

1. “Victor Valley Transit Authority (herein referred to as VVTA), its employees, officers, and agents are hereby added as additional insureds.”

2. “This policy shall be considered primary insurance as respects any other valid and collectible insurance VVTA may possess, including any self-insured retention VVTA may have, and any other insurance VVTA does possess shall be considered excess insurance only.”

3. “This insurance shall act for each insured and additional insured as though a separate policy had been written for each. This, however, will not act to increase the limit of liability of the insuring company.”

4. “Thirty (30) days’ prior written notice of Termination shall be given to VVTA in the event of Termination.”
Such notice shall be sent to:

Victor Valley Transit Authority
ATTN: Procurement Manager
17150 Smoke Tree Street
Hesperia, California 92345
[email protected]
I. Proof of Coverage

Copies of all the required Endorsements shall be attached to the CERTIFICATE OF INSURANCE which shall be provided by the CITY ’S insurance company as evidence of the stipulated coverage. This Proof of Insurance shall then be mailed to:

Victor Valley Transit Authority
ATTN: Procurement Manager
17150 Smoke Tree Street
Hesperia, California 92345
[email protected]

J. Special Provisions

1. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the CITY and any approval of said insurance by the VVTA Board, VVTA staff or their insurance consultant(s), are not intended to and shall not in any manner limi t or quality the liabilities and obligations otherwise assumed by the CITY pursuant to this AGREEMENT, including, but not limited to, the provisions concerning indemnification.

K. MINIMUM INSURANCE COVERAGE

1) Commercial General Liability including Products/Completed Operations:
10 $2,000,000; per occurrence for bodily and property damage liability and $4,000,000 aggregate.

2) Automobile Liability: $2,000,000; per occurrence for bodily and property damage liability and aggregate.

3) Workers’ Compensation: statutory limits

4) Employer’s Liability: $1,000,000 per occurrence.

ARTICLE 4. MISCELLANEOUS

Section 4.01. Attorney's Fees.

Should any litigation be commenced between the PARTIES concerning the BUS SHELTERS AND AMENITIES, this AGREEMENT , or the rights and duties of either in relation thereto, the PARTY prevailing in that litigation shall be entitled, in addition to any other relief that may be granted in the litigation, to a reasonable sum as and for that PARTY'S attorney's fees in that litigation that shall be determined by the court in that litigation or in a separate action brought for that purpose.

Section 4.02. Notices to VVTA.

Except as otherwise expressly provided by law and/or in this AGREEMENT, any and all notices or other communications required or permitted by this AGREEMENT or by law to be served on or given to VVTA by the CITY shall be in writing and shall be deemed duly served and given when personally delivered to VVTA, to the Chief Executive Officer, or designee, of VVTA, or, in lieu of personal service, when deposited in the United States mail, first-class postage prepaid, addressed to VVTA at:

Victor Valley Transit Authority
Attn: Procurement Manager
17150 Smoke Tree Street
Hesperia, CA 92345
[email protected]

With a copy to: San Bernardino County
Attn: VVTA Counsel
385 North Arrowhead Avenue
San Bernardino, CA 92415-0140

Section 4.03. Notices to the CITY.

Except as otherwise expressly provided by law and/or in this AGREEMENT, any and all notices or other communications required or permitted by this AGREEMENT or by law to be served on or given to the CITY by VVTA shall be in writing and shall be deemed duly served and given when personally delivered to the CITY , to the City Manager , or designee, of the CITY , or, in lieu of personal service, when deposited in the United States mail, first-class postage prepaid, addressed to the CITY at:

City of Victorville
11 Attn: City Manager
14343 Civic Drive
Victorville, CA 92392

With a copy to: Green de Bortnowsky, LLP
Attn: Andre de Bortnowsky, City Attorney
30077 Agoura Court, Suite 210
Agoura Hills, CA 91301

Section 4.04. Governing Law; Venue

This AGREEMENT, and all matters relating to this AGREEMENT, shall be governed by the laws of the State of California in force at the time any need for interpretation of this AGREEMENT or any decision or holding concerning this AGREEMENT arises. All proceedings involving disputes over the terms, provisions, covenants, or conditions contained in this AGREEMENT and all proceedings involving any enforcement action related to this AGREEMENT shall be initiated and conducted in the applicable court or forum in San Bernardino County, California.

Section 4.05. Binding on Heirs and Successors.

This AGREEMENT shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the PARTIES hereto, but nothing in this section shall be construed as a consent by VVTA to any assignment of this AGREEMENT or any interest therein by the C I T Y.

Section 4.06. Partial Invalidity.

If any provision of this AGREEMENT is held by a court of competent jurisdiction to be either invalid, void, or unenforceable, the remaining provisions of this AGREEMENT shall remain in full force and effect unimpaired by the holding.

Section 4.07. Sole and Only Agreement.

This instrument constitutes the sole and only agreement between VVTA and the CITY with respect to the maintenance, repair, and cleaning of the BUS SHELTERS AND AMENITIES as specified in this AGREEMENT, and the terms and conditions set forth in this AGREEMENT correctly set forth the obligations of VVTA and the CITY to each other as of the date of full execution by the PARTIES. This AGREEMENT shall supersede any prior agreements, negotiations , or communications, oral or written, regarding the subject matter hereof. Any agreements, amendments, or representations with respect to th is AGREEMENT not expressly set forth in this instrument are null and void. No subsequent agreement, representation, promise or amendment made by either PARTY hereto, or by or to an employee, officer, agent or representative of either PARTY hereto shall be of any effect unless it is in writing and executed by the authorized representatives of the PARTIES.

Section 4.08. Time Is of the Essence.

Time is expressly declared to be of the essence of this AGREEMENT.

12 Section 4.09. Representations of Parties and Persons Executing Agreement.

A. Each of the PARTIES to this AGREEMENT hereby represents that all necessary and appropriate actions of their governing bodies have been taken to make this AGREEMENT a binding obligation of each of the PARTIES hereto.

B. The persons executing this AGREEMENT warrant that they are duly authorized to execute this AGREEMENT on behalf of and bind the PARTY each purports to represent.

[END OF PAGE – SIGNATURE PAGE FOLLOWS]

13 IN WITNESS WHEREOF, the PARTIES have executed this AGREEMENT as of the dates following their respective signatures below.

VICTOR VALLEY TRANSIT AUTHORITY CITY OF VICTORVILLE

__________________________________ ____________________________ Nancie Goff, VVTA CEO Elizabeth Bacerra, Mayor

Date: _____________________________ Date:_________________________

APPROVED AS TO FORM: APPROVED AS TO FORM:

_______________________________________________________ _____________________________________________ San Bernardino County Counsel Andre de Bortnowsky, City Attorney

_________________________________
Sandra Bostick, City Risk Manager

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