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Agreement - Transportation Agency of Monterey County - Extension of Passenger Rail Service from Gilroy to Salina - Signed 2022-06-28https://tamcmonterey.sharepoint.com/Shared Documents/Work Program/Rail/SALINAS RAIL EXTENSION/Gilroy/MOU/TAMC-Gilroy-VTA MOU Final.docx MEMORANDUM OF UNDERSTANDING AMONG THE TRANSPORTATION AGENCY OF MONTEREY COUNTY AND THE CITY OF GILROY AND THE SANTA CLARA VALLEY TRANSPORTATION AUTHORITY REGARDING IMPROVEMENTS NEAR THE GILROY TRAIN STATION TO SUPPORT THE EXTENSION OF PASSENGER RAIL SERVICE FROM GILROY TO SALINAS Effective Date: _______________ This Memorandum of Understanding (hereinafter “MOU”) is made and entered into among the Transportation Agency for Monterey County (hereinafter “TAMC”), and the City of Gilroy (hereinafter “the City”), and the Santa Clara Valley Transportation Authority (hereinafter “VTA”), each a “Party” and collectively hereinafter referred to as the “Parties”, regarding the Monterey County Rail Extension improvements near the Gilroy train station (hereinafter the “Project”). WHEREAS, the Parties have a cooperative working relationship for planning, development, and implementation of improvements near the Gilroy train station as part of the Monterey County Rail Extension Project, Package 3; and WHEREAS, through previous transportation planning studies, TAMC and the State of California determined that they needed to invest in a system of premium transit services that could better compete with traveling by automobile and attract new riders from the automobile modes of travel in order to provide additional transportation capacity in the US 101 Corridor, thereby reducing congestion, improving air quality, and saving energy in the Monterey Bay Area and San Francisco Bay Area; and WHEREAS, the Governor and the Legislature expressed their support and endorsement of this Project by providing funding for the Monterey County Rail Extension project from the Traffic Congestion Relief Act of 2000, the Proposition 116 Rail Bond, the Public Transportation Account, and the Transit and Intercity Rail Capital Program; and WHEREAS, to provide safe, efficient and effective transportation alternatives to the automobile, TAMC adopted a resolution endorsing the Extension of Rail Service into Monterey County as the Locally Preferred Alternative for the US 101 corridor on January 31, 2007; and WHEREAS, the City recognizes the benefit and importance to the City of implementing new passenger rail service, as expressed by support letters sent in June 2007 to the Federal Transit Administration and in June 2013 to the California Transportation Commission; and WHEREAS, VTA endorsed the Monterey County Rail Extension project via a transfer of $18 million in Traffic Congestion Relief funding to the project in 2015 for improvements pertaining to the Gilroy Caltrain station; and DocuSign Envelope ID: 5221F90F-F51A-4CA1-B946-CEDC071464EA TAMC/GILROY/VTA MOU – DRAFT https://tamcmonterey.sharepoint.com/Shared Documents/Work Program/Rail/SALINAS RAIL EXTENSION/Gilroy/MOU/TAMC-Gilroy-VTA MOU Final.docx Page 2 of 8 WHEREAS, TAMC, as the Lead Agency under the California Environmental Quality Act (CEQA), certified the final Environmental Impact Report (EIR) on August 23, 2006, and adopted an Addendum to the EIR on August 28, 2013, which EIR and Addendum to the EIR contemplate the actions described herein; and WHEREAS, the California Transportation Commission, as a responsible agency, approved TAMC’s Final EIR on September 7, 2006; and WHEREAS, AMBAG adopted the Monterey County Rail Extension project as an element of the regional Metropolitan Transportation Plan/ Sustainable Communities Strategy in June 2018; and WHEREAS, it is recognized that, with respect to some of the provisions set forth herein, numerous actions must be taken pursuant to federal, state and local laws and regulations before such policies can be implemented; and WHEREAS, the purpose of this MOU is to provide a framework for the Parties’ cooperation, and the respective duties of the Parties will be set forth in subsequent permits and agreements; and NOW THEREFORE, the Parties hereby agree as follows: PROJECT FEATURES AND LIMITS 1. To collaborate on the continued development of the Project located in the City of Gilroy along the Union Pacific Railroad (UPRR) Coast Main Line Track, at Milepost (MP) 77.4, generally bordered by US 101 to the south, East 7th Street to the north, Monterey Road to the west, and either Alexander Street (on East 10th Street) or Automall Parkway (on Luchessa Avenue) to the east. Affected local access roadways include Monterey Road, 10th Street, and Luchessa Avenue (See Exhibit A, site map). 2. That the Project is intended to facilitate transportation uses, including, but not limited to, an extension of passenger rail service from Gilroy southward toward Salinas. 3. That the full buildout of the Project, as described in the EIR and EIR Addendum, includes, but is not limited to, the following capital improvement projects: a. Extension of track from the Gilroy station and layover facility to connect to the UPRR Coast Main Line Track; b. Construction, relocation, and/or removal of tracks, turnouts, and railroad signaling within the Gilroy layover facility; c. Modification of the rail crossings on East 10th Street and East Luchessa Avenue; d. Improvements to the sidewalk on East 10th Street; and e. Site drainage and stormwater treatment facilities per the City of Gilroy National Pollutant Discharge Elimination System (NPDES) Permit requirements. DocuSign Envelope ID: 5221F90F-F51A-4CA1-B946-CEDC071464EA TAMC/GILROY/VTA MOU – DRAFT https://tamcmonterey.sharepoint.com/Shared Documents/Work Program/Rail/SALINAS RAIL EXTENSION/Gilroy/MOU/TAMC-Gilroy-VTA MOU Final.docx Page 3 of 8 4. To the scope, character and layout of the Project, as defined by the conceptual plan dated October 12, 2021 (Exhibit B). 5. That, within the footprint of the approved EIR, the precise limits, locations and/or alignments of Project features may be adjusted to accommodate design refinements, specifically: a. Right-of-way limits; b. Utilities and subsurface constraints, if any; c. Americans with Disabilities Act (ADA) requirements; and d. Environmental impact mitigation, as may be required. DESIGN STANDARDS AND COORDINATION The Parties further agree: 6. To cooperate in good faith to develop the Project. 7. TAMC will be primarily responsible for project development, which includes the funding, planning, any further state and any applicable federal environmental review, design, right-of- way acquisition, and construction of the rail and other related elements of the Project (e.g., items identified in Paragraph 3, a-e). TAMC will collect input from the Peninsula Corridor Joint Powers Board (Caltrain), UPRR, Amtrak, California Public Utilities Commission (CPUC), the California High-Speed Rail Authority, and neighboring businesses, residents, property owners, and the general public and will reflect this input, consistent with the design framework described herein. 8. The City will be primarily responsible for maintenance of any project improvements constructed by TAMC for the East 10th Street and East Luchessa Avenue grade crossings within the City property or right-of-way, including, but not limited to, sidewalks, roadway pavement, and stormwater treatment. The City is responsible for issuing encroachment permits and for specifying any City design standards that apply to the Project. The encroachment permits shall address TAMC’s construction contractor's indemnification obligations toward the City with respect to construction of improvements in the City’s right of way. Following the City’s acceptance of the improvements, TAMC and the City shall enter a separate property acceptance agreement that shall include substantially the terms set forth in Exhibit C to this Agreement. 9. VTA will be the lead agency for coordinating for the maintenance of any project improvements constructed on VTA property, including, but not limited to, the Caltrain equipment shed, track improvements, and stormwater treatment. DocuSign Envelope ID: 5221F90F-F51A-4CA1-B946-CEDC071464EA TAMC/GILROY/VTA MOU – DRAFT https://tamcmonterey.sharepoint.com/Shared Documents/Work Program/Rail/SALINAS RAIL EXTENSION/Gilroy/MOU/TAMC-Gilroy-VTA MOU Final.docx Page 4 of 8 10. The design of the Project shall be consistent with the following documents, as appropriate: a. Peninsula Corridor Joint Powers Board (Caltrain) Draft Design Criteria – Third Edition, August 2020 b. Union Pacific Railroad (UP) Track Standard Drawings – 2019 c. City of Gilroy Standard Details and Specifications d. City of Gilroy’s Stormwater Management Guidance Manual for Low Impact Development & Post-Construction Requirements - June 2015 11. That the Project must include all mitigations identified or to be identified through CEQA and any applicable National Environmental Policy Act (NEPA) environmental documents, per the adopted Mitigation Monitoring and Reporting Program. 12. That the City or VTA, as appropriate, shall authorize TAMC to act as the City’s or VTA’s agent to effect necessary utility relocations in accordance with the City's or VTA’s utility franchise agreements with utility owners. 13. That they will coordinate on related projects, including, but not limited to, the California High- Speed Rail project, Caltrain’s service changes, and proposed changes to the VTA-owned yard and parking lot. For greater clarity, the Parties’ commitment to cooperate is a commitment to cooperate in good faith and not a commitment to pursue any particular course of action with respect to such projects. 14. That TAMC is responsible for paying access permit fees but will not be assessed development impact fees as a condition of permit approvals for the Project. 15. That Project implementation is contingent on funding availability. GENERAL PROVISIONS A. Terms of this MOU Should any provision of this MOU prove to be invalid or illegal, the court is authorized and instructed to modify the same to effectuate the original intent of the parties to the extent possible. It is agreed and understood that the paramount purpose for which the Parties have entered into this MOU is to express their mutual intent to cooperate in good faith to realize the Project. B. Effective Date This MOU is effective on __________________________ and will remain in force until December 31, 2025, unless extended or sooner terminated by mutual consent of the Parties. The period of performance may be extended or shortened by written agreement of the Parties. DocuSign Envelope ID: 5221F90F-F51A-4CA1-B946-CEDC071464EA TAMC/GILROY/VTA MOU – DRAFT https://tamcmonterey.sharepoint.com/Shared Documents/Work Program/Rail/SALINAS RAIL EXTENSION/Gilroy/MOU/TAMC-Gilroy-VTA MOU Final.docx Page 5 of 8 Any Party hereto may terminate this MOU at any time by giving 180 days written notice to the other Party. C. Authority Any individual executing this MOU on behalf of a Party represents and warrants hereby that he or she has the requisite authority to enter into this MOU on behalf of such Party and bind the party to the terms and conditions of this MOU. D. Further Actions Each of the Parties agrees to execute and deliver to the other Party such information and documents, as may reasonably be required to give effect to the terms and conditions of this MOU. E. Modifications or Amendment This MOU is not subject to modification or amendment except by a writing signed by all the Parties hereto. This MOU may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same MOU. F. Interpretations No Party to this MOU is to be deemed the party which prepared this MOU within the meaning of California Civil Code Section 1654 G. Disputes In the event of a dispute arising out of the performance of this MOU, each Party must send a written notice of dispute to the other Party. Within fifteen (15) working days of receipt of such notice, the notified Party must respond and agree to a meeting for the purpose of negotiating a settlement or procedure for settlement of the dispute. This is an agreement to cooperate in good faith, and the sole remedy for a breach of any provision of this Agreement (other than a provision for indemnification or defense) is the termination hereof. H. Indemnification In lieu of and notwithstanding the pro rata risk allocation that may otherwise be imposed among the parties pursuant to Government Code Section 895.6, each party shall hold harmless, indemnify, and defend the other parties (including their respective elected and appointed officials, agents, and employees), from all claims, liabilities, fines or other penalties, costs, or attorneys’ fees arising from the indemnifying party’s omissions, negligence, or willful misconduct in the performance of this Agreement. TAMC shall also hold harmless, indemnify, and defend the City and VTA (including their respective elected and appointed officials, agents, DocuSign Envelope ID: 5221F90F-F51A-4CA1-B946-CEDC071464EA TAMC/GILROY/VTA MOU – DRAFT https://tamcmonterey.sharepoint.com/Shared Documents/Work Program/Rail/SALINAS RAIL EXTENSION/Gilroy/MOU/TAMC-Gilroy-VTA MOU Final.docx Page 6 of 8 and employees) in any action or proceeding challenging the Project or any approval for it. For greater clarity, TAMC and its construction contractor(s) are responsible for the construction of the project, and after accepting improvements constructed as part of the Project, the City and VTA are responsible for the ongoing maintenance of such improvements. Therefore, these provisions for indemnification are not intended to make either the City or VTA liable or responsible for any aspect of construction, excepting for their own sole and active negligence or willful misconduct, and nothing herein is intended to make TAMC liable or responsible for any maintenance obligation assumed by the City or VTA, excepting for its own negligence or willful misconduct. This section shall survive the termination of the agreement. I. Records Each Party to this MOU must maintain books, accounts, records and data related to this MOU in accordance with federal and/or state requirements and shall maintain those books, accounts, records and data for three (3) years after termination of this MOU. For the duration of this MOU, and for a period of three (3) years thereafter, each Party’s representatives and representatives of the California Department of Transportation, the Auditor General of the State of California shall have the right to examine these books, accounts, records, data and other information relevant to this MOU for the purpose of auditing and verifying statements, invoices, bills and revenues pursuant to this MOU. J. Notices and Correspondence Any notice required to be given to any Party must be in writing and deemed given if personally delivered upon the other party or deposited in the United States mail, and sent certified mail, return receipt requested, postage prepaid and addressed to the other party at the address set forth below, or sent via email transmission to the party to which notice is given: If to TAMC: Todd A. Muck Executive Director Transportation Agency for Monterey County 55-B Plaza Circle Salinas, CA 93901-2902 Telephone: (831) 775-0903 Email: todd@tamcmonterey.org If to the City: Jimmy Forbis City Administrator City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 DocuSign Envelope ID: 5221F90F-F51A-4CA1-B946-CEDC071464EA TAMC/GILROY/VTA MOU – DRAFT https://tamcmonterey.sharepoint.com/Shared Documents/Work Program/Rail/SALINAS RAIL EXTENSION/Gilroy/MOU/TAMC-Gilroy-VTA MOU Final.docx Page 7 of 8 Telephone: (408) 846-0250 Email: jimmy.forbis@cityofgilroy.org If to VTA: Carolyn Gonot General Manager Santa Clara Valley Transportation Authority 3331 North First Street San Jose, CA, 95134 Telephone: (408)321-5559 Email: Carolyn.Gonot@vta.org K. Applicable Law California law governs this MOU. Attachments: • Exhibit A: Site Map • Exhibit B: Monterey County Rail Extension Package 3 Conceptual Plan, dated October 12, 2021 • Exhibit C: Draft Terms of Property Acceptance Agreement to be Entered by Subsequent Agreement between the City and TAMC DocuSign Envelope ID: 5221F90F-F51A-4CA1-B946-CEDC071464EA TAMC/GILROY/VTA MOU – DRAFT https://tamcmonterey.sharepoint.com/Shared Documents/Work Program/Rail/SALINAS RAIL EXTENSION/Gilroy/MOU/TAMC-Gilroy-VTA MOU Final.docx Page 8 of 8 IN WITNESS WHEREOF, the Parties hereto have executed this MOU as of the Effective Date and as set forth herein: Todd A. Muck, Executive Director Dated _______________ Transportation Agency for Monterey County As to Form: ______________________________ Katherine A. Hansen TAMC Counsel Jimmy Forbis, City Administrator Dated ______________ City of Gilroy As to Form: _____________________________ Andy Faber Gilroy City Counsel Carolyn Gonot, General Manager Dated ______________ Santa Clara Valley Transportation Authority As to Form: _____________________________ Shannon Smyth-Mendoza Sr. Assistant Counsel for VTA Shannon Smyth-Mendoza (Mar 30, 2022 15:49 PDT) Shannon Smyth-Mendoza DocuSign Envelope ID: 5221F90F-F51A-4CA1-B946-CEDC071464EA 5/27/2022 6/8/2022 6/8/2022 6/28/2022 6/28/2022 Existing Track New Track Removed Track Gilroy RR Station Monterey Rd.10th St.Luchessa Ave.U.S. 101 NGILROY STATION TRACK PROJECT Salinas Rail Extension DESCRIPTION • New track work to connect the Gilroy yard/station track to the Union Pacific mainline track • Improved vehicle/pedestrian grade crossing improvements at Luchessa Avenue and 10th Street SERVICE PLAN • Extends passenger rail service from Gilroy in Santa Clara County to Salinas in Monterey County • At least two commute-oriented round trips every weekday at the start of service, with the opportunity to expand DELIVERY STATUS • California Environmental Quality Act document is completed • Design is at 75% • Scope of construction and schedule needs to be approved by Union Pacific Railroad • Construction could start as early as 2021 COST ESTIMATE • $16 million Map Not to Scale CONTACT: Transportation Agency for Monterey County • 55-B Plaza Circle, Salinas, CA 93901 • Phone (831) 775-0903 www.tamcmonterey.org March 2020 DocuSign Envelope ID: 5221F90F-F51A-4CA1-B946-CEDC071464EA GateGateGateAsphalt ParkingConcConcConc Conc Asphalt ParkingBrushConc Conc Asph ConcAsphConcConc ConcConcConcConcBrushAsph Asph Asph AsphConc Gate Asph Parking Asph Asph ConcGateAsph ConcPileConc Brush BrushAsphConcConc Conc GateAsphalt ParkingConcGateAsphalt Parking Dirt ConcConc Dirt Conc Conc Gate GateTanksTileTileDirtAsphalt Parking Asph TrailerTrailer Tr ail er AsphBrush PilePileBrush Brush Brush Brush Brush Asphalt ParkingBrushRamp195 195 195 200 200 200200 TankMP 77.5 1597+98.521624+38.52MP 78 1625+001595+001605+001610+001615+001620+001594+79.30PC1598+17.41PT1601+03.90PC1604+44.37PT1609+59.44PC1611+14.10PT1612+14.33PC1617+13.01PCS1618+67.38PSC1623+84.05PCC(MP 77.77)END TRK 127(E) No. 10 RH HTTOPtSw 1612+24.121600+00PtSw No. 10 LH HTTO(MP 77.5)Sta 1597+02.29 T-1191615+001610+001605+001620+001600+001595+10.32POB1625+001610+80.58PCS1608+95.32PSC1611+45.58PT1608+30.32PSAsph Parking Asphalt ParkingDirtConcStairsGate Conc Ditch Graded Ditch Trail Trail BrushGraded Ditch Conc Ditch GateSignSign Dense TreesDense TreesConcConcAsphConcSignConcGateGateConcAsphConc Stairs BrushBrushConcConcGateConcGateDirt PileDirt Conc ConcGateConcDirt Asphalt ParkingDirtDirtH edgeConcConcDirtAsphalt ParkingAsphAsphConcDense TreesHedgeBrush BrushBrush AsphAsphalt ParkingAsphAsph Conc HedgeConc ConcWallWallPileConc DirtDirt Asph Brush BrushBrush ConcWallSignConc TrailConcConcDitch Brush H/WWall Gate 180 185185 185185 190190 190190190 190 190 190 190 190 190 190 190 190 190190190 190 190 195 195 195 195195 195 195 195 195195195 20020 0200200 205205 210210 215215 22022050.5'22.6'+/-22.4'+/-26.8'+/-58.9'+/-55.9'+/-925-974-2500 Walnut Creek, CA 94596 Suite 400 100 Pringle AvenueEAST LUCHESSA AVENUESALINAS RAIL EXTENSION - KICK START PROJECT MONTEREY ROAD AUTOM ALL PARKW AY(SB) U.S. 1 0 1 (NB) U.S. 1 0 1 51'+/ -EL CAMI NO REALU.S. 1 0 1 57'+/-10/12/2021 REVISED DESIGN AS NOTEDA. GURA A. GURA 11OF TAMC TRANSPORTATION AGENCY Salinas, CA 93901 55-B Plaza Circle FOR MONTEREY COUNTY CHECKED: DATE: DESIGNED: DRAWN:CONTRACT NO: SCALE: SHEET NO: DRAWING NO: K.P.C. REVISED DESIGN PER CPUC COMMENTS AND TRACK IMPROVEMENTS PACKAGE 3 - GILROY STATION SCHEMATIC IN NATURE DETAILS PROVIDED ARE COORDINATION PURPOSES ONLY. EXHIBIT PROVIDED FOR 54.4'+/-30.6'+/-58+/-'20+/-' - CONCEPTUAL - FOR REVIEW/DISCUSSION - CONCEPTUAL - FOR REVIEW/DISCUSSION 1650+00 MP 7 8.5 1650+80.57(MP 78.67)MT1 1659+61.97EOT(MP 78.67)(E) No. 10 RH HTTOMT1 1659+49.091648+61.78PCPC 1655+99.36 1653+80.32PTPT 1658+42.48 (MP 78.67)Exist MT1 EOT 1659+65.37 1625+001625+84.03PT1645+001655+001648+16.74PCC1657+21.93PCC1658+27.04PT(MP 78.06)PC 1627+54.89Begin (E) TRK 750PtSw (E) No. 10 RH HTTO(MP 78.05)MT STA 1526+13.701650+001655+00(MP 78.49)PtSw No. 20 RH POTO= EOT 5+29.38 Trk XO2= POB 1650+56.12 Trk MT1Sta 1650+56.12 Trk 119XO1 PROPOSED TRACK / ROADWAY / STATION PLATFORMS SHIFT TRACK (SHADED BOX) WORK TO BE COMPLETED BY CONTRACTOR EXISTING TRACK LEGEND:MP 78.5 MT2 MT1 / XO2 N0 S C A L E I N F E E T 100 200100 TRK 119 TRK MT PROPOSED NON-UPRR TRACK (CALTRAIN OR TAMC) EXISTING NON-UPRR TRACK (CALTRAIN OR TAMC) TRACK REMOVAL REMOVE NON-UPRR TRACK (CALTRAIN OR TAMC) SHIFT NON-UPRR TRACK (CALTRAIN OR TAMC) FORCE (UNSHADED BOX) WORK TO BE COMPLETED BY UPRR OR OTHER TO CARNADERO TIMETABLE SOUTH AND NORTH SAN LUIS OBISPO 1625+001660+00 TRK MT2 TRK MT TRK 119 OCTOBER 12, 2021 TRK MT2 TRK MT157.1'+/-1590+00EAST TENTH STREETOLD GILROY STREETWEST 7TH STREETMONTEREY ROAD WEST 8TH STREETWEST 9TH STREETWEST TENTH STREETT-127 MONTEREY ROADEAST 7TH STREETMT NNTRK MT ALEXANDER STREET HORNLEIN COURTMONTEREY ROAD RAILROAD STREET T R K 750TO CARNADERO TIMETABLE SOUTHAND NORTH SAN LUIS OBISPO TRK 119 TRK MT 1625+0010/12/2021 3:49:37 PM$FILES$UPRR R/W Wood, Switch Stand Outside Install No. 20 LH POTO, 136# Wood, Switch Stand Outside Install No. 20 LH POTO, 136# Shift MT, End Track Sta. 1642+59.48 Shift MT, Begin Track Sta. 1627+54.89 Shift MT1, End Track Sta. 1658+47.58 Wood, Switch Stand Outside Install No. 20 RH POTO, 136# PROPERTY BOUNDARY LIMIT EXISTING MT1 PROPOSED XO2 SHIFT 42 TF EXIST TRK MT SHIFT 385 TF TEXT TEXT 750 HTTO EXIST TRK GANTRY AND 31' LONG GATE LIGHT, BACK LIGHT, OVERHEAD NO. 9 SIGNAL WITH FLASHING CONSTRUCT CPUC STANDARD CONSTRUCT 690 LF FENCE Relocate Signal BEGIN TRK MT1 END PROPOSED TRK XO2 END PROPOSED TRK 119 EXIST TRACK 747 HTTO EXISTING TRK MT1 EXISTING TRK MT2 Proposed Signal Relocate Signal Cabinet Proposed Signal Cabinet Track MT Shift 865 TF Signal Proposed Shift 830 TF Track MT1 REMOVE No. 9 HTTO SOUTH LEAD TRACKS RECONFIGURED REMOVE 20' TRACK GATE EXISTING TRACK T-119 600 TF TRACK SHIFT EXISTING MT1 FLASHING LIGHT AND GATE STANDARD NO. 9 SIGNAL WITH REMOVE EXISTING CPUC EXISTING TRACK 127 CHAIN LINK FENCE INSTALL 114 LF NEW #10 HTTO EXISTING EXISTING T-119 INSTALL No. 10 HTTO INSTALL 18' DOUBLE SWING GATES EXISTING TRK MT INSTALL 20' TRACK GATES CWR ON WOOD TIES INSTALL 125 TF T-119 136# INSTALL 300 LF CHAINLINK FENCE PROPOSED BIORETENTION AREA CONSTRUCT MEDIAN AREA BIORETENTION PROPOSED PEDESTRIAN SIGNAL AND 30' LONG GATE BY UPRR OVERHEAD GANTRY, FLASHING LIGHTS, INSTALL CPUC STANDARD NO. 9 SIGNAL WITH PROPOSED DRIVEWAY APRON TO BE REMOVED EXISTING BUILDING TO BE REMOVED SPILL CONTAINMENT TRANSFORMER, AND EXISTING CABINETS, AND SPILL CONTAINMENT CABINETS, TRANSFORMER, STORAGE BUILDING, PEDESTRIAN SIGNAL AND 30' LONG GATE BY UPRR OVERHEAD GANTRY, FLASHING LIGHTS, INSTALL CPUC STANDARD NO. 9 SIGNAL WITH TURNBACK TRACK T-121 CONSTRUCT 605 TF FENCE CHAIN LINK LF NEW INSTALL 657 TRK 119 1607+16.93 MP 77.67 DOT 755186C TRK MT1 1607+17.61 EAST TENTH STREET INSTALL 97.50 TF CONCRETE PANELS CONSTRUCT 650 LF FENCE STATION EXIST GILROY STATION PLATFORM EXISTING 600' Proposed Signal Speed = 50 / 40 MPHElev. = 0.75" / 1.00"S/L = 00'00'00"°Dc = 2 12'56.19"° Delta = 1Curve # 2Main Track 1 (Existing) Speed = 35 / 35 MPHElev. = 0.75" / 1.00"S/L = 00'07'30"°Dc = 1 50'0.87"°Delta = 5 Curve # 1Main Track 1 (Existing) Contractor Assemble Remove 250 TF Trk MT Contractor Assemble Design Speed = 50 / 40 MPHElev. = 3/4"S/L = 50' / 0'Dc = 0°45'00" / 0°19'45.68" R = 7,639.533' / 17,396.59 Delta = 0°57'12.53" / 1°23'32.30" Compound Curve # 3Track 119 Design Speed = 50 / 40 MPHElev. = 3/4" S/L = 65'Dc = 1°25'00" R = 4,044.46'Delta = 5°25'51.37" Curve # 2 Track 119 (Proposed) Design Speed = 50 / 40 MPHElev. = 3/4"S/L = 65'Dc = 1°15'00"R = 4,583.72'Delta = 3°22'21.09"Curve # 4Track MT1 (Proposed) Contractor Assemble Remove 250 TF Trk MT1 Design Speed = 50 / 40 MPHElev. = 0.75" S/L = 60'Dc = 1°00'00"R = 5,729.65'Delta = 3°35'14.72"Curve # 1Track MT (Shifted) Elev. = 0.75"S/L = 50' Dc = 0°45'00"R = 7,639.53'Delta = 0°58'13.50"Compound Curve # 2Main Track (Shifted) Design Speed = 50 / 40 MPH / 1.00"/ 00' 00'00"°20'00" / 1° / 0 / 17,376.59' / 5,729.65'11'46.91"°54'9.13" / 0° / 0 TRK MT TRK 119 TO MORGAN HILL TIMETABLE NORTHAND ELMHURST TRK MT1 Design Speed = 50 / 40 MPH Elev. = 3/4" S/L = 65' D = 1°25'00" Delta = 5°25'51.37" Curve 2 Track 119 (Revised) DESIGN SPEED = 50 / 40 MPH ELEVATION = 0.75" LS = 60' LC = 538.12' DELTA = 3°23'14.72" D = 1°00'00" CURVE # 1 TRACK MT (SHIFTED) ELEVATION = 0.75" S/L = 50' Dc = 0°45'00" R = 7,639.53' DELTA = 0°58'13.50" COMPOUND CURVE # 2 TRACK MT (SHIFTED) DESIGN SPEED = 50 / 40 MPH / 1.00" / 00' 00'00"°20'00" / 1° / 0 / 17,376.59' / 5,729.65' 11'46.91"°54'9.13" / 0° / 0 REMOVE 750 LF FENCE T-750 T R K 745TR K 747Design Speed = 50 / 40 MPH Elev. = 3/4" S/L = 50' / 0' Dc = 0°45'00" / 0°19'45.68" R = 7,639.533' / 17,396.59 Delta = 0°57'12.53" / 1°23'32.30" Compound Curve # 3 Track 119 Design Speed = 50 / 40 MPH Elev. = 3/4" S/L = 65' D = 1°15'00" R = 4,583.72' Delta = 3°22'21.09" Curve 4 Track MT1 (Shifted) STANDARD NO. 9 REMOVE EXISTING CPUC Speed = 50 / 40 MPH Elev. = 0.75" / 1.00" S/L = 00' 00'00"°Dc = 2 12'56.19"°Delta = 1 Curve # 2 Main Track 1 (Existing) UPRR R/W UPRR R/W UPRR R/W UPRR R/W T-127 T-121 T-123 MT T-119 TRK MT TO MORGAN HILL TIMETABLE NORTH AND ELMHURST T-123 TRK 119 REMOVE EXISTING CPUC STANDARD NO. 9 REMOVE 675 LF FENCE VTA PROPERTYVTA PROPERTY T-119 TRK 734 UPRR R/W UPRR R/W UPRR R/W VTA PROPERTY UPRR R/W VTA PROPERTY T-119 UPRR R/W UPRR R/W 1640+001655+001630+001625+001645+001635+001627+06.85PSC1640+58.20PS1626+41.85PS1652+54.96PSC1641+08.20PSC1651+89.96PS1630+90.20PCS PT 1655+89.761655+24.76PCS1646+58.08PT1630+001635+001640+00(MP 78.27)PtSw No. 20 LH POTOXO1 EOT 5+22.33MT STA 1638+73.111640+53.42PS1641+03.42PSC1630+99.77PSC1634+98.51PT1630+39.77PS1642+35.34PCCSta 1658+47.58 =1630+001635+001640+001628+79.23PCC1633+87.25PCC1646+55.06PC PCS 1642+32.86PSC 1642+59.64 =Sta 1642+59.44 MTPCC 1634+54.49 (MP 78.17)PtSw No. 20 LH POTO= POB 0+00.00 TRK XO1Sta 1633+57.62 TRK 119Operated DPSSPtSw Power Trk 119 STA 1632+90.00 (MP 78.17) 21'+/-'25'+/-'1625+001608+95.32PSC1631+55.20PT= XO2 POB 0+00.00RH POTOExist PtSw No. 20 = MT2 POB 1645+21.87MT STA 1645+21.87 (MP 78.39)30'1625+0020.1' Mi n'26.3' MIN14.7' MIN1634+38.51PCSMATCHLINE SEE BELOWMATCHLINE SEE ABOVE101 DocuSign Envelope ID: 5221F90F-F51A-4CA1-B946-CEDC071464EA https://tamcmonterey.sharepoint.com/Shared Documents/Work Program/Rail/SALINAS RAIL EXTENSION/Gilroy/MOU/TAMC-Gilroy-VTA MOU EXHIBIT C.docx EXHIBIT C DRAFT TERMS OF PROPERTY ACCEPTANCE AGREEMENT TO BE ENTERED BY SUBSEQUENT AGREEMENT BETWEEN THE CITY AND TAMC 1. Pursuant to that certain Memorandum of Understanding among the City of Gilroy (“City”), the Transportation Agency for Monterey County (“TAMC”), and the Santa Clara Valley Transportation Authority (“VTA”) dated ________________, relating to the Monterey County Rail Extension Project, Package 3, TAMC has constructed certain improvements for the East 10th Street and East Luchessa Avenue grade crossings within the City property or right-of-way, including, but not limited to, sidewalks, roadway pavement, and stormwater treatment (the “Improvements”). The Improvements are depicted in plans attached hereto as Attachment 1. 2. The City hereby accepts the Improvements, and TAMC’s construction contractor warrants that the Improvements shall be free from material defect, wear and tear excepted, for a period of one year from the date of this agreement. Should the City identify any material defect in the improvements within one year of this agreement, it shall notify TAMC’s construction contractor of the same, and TAMC’s construction contractor shall correct the defect at its own cost and expense. 3. From the date of this agreement, TAMC is no longer responsible for ordinary maintenance of the Improvements. The City shall hold harmless, indemnity, and defend TAMC and its elected and appointed officials, agents, and employees from any and all claims of damage or other liability arising from any failure to maintain the Improvements, including, without limitation, any claim arising for damages due to damage to any public or private property or because of the death or bodily injury of any person 4. From the date of this agreement, City shall maintain the stormwater treatment Improvements to standard and consistent with the City’s municipal stormwater improvement. 5. For one year from the date of this agreement, TAMC shall hold harmless, indemnify, and defend the City and its elected and appointed officials, agents, and employees from any and all claims of damage or other liability arising from any defect in the construction of the Improvements, including, without limitation, any claim arising for damages due to damage to any public or private property or because of the death or bodily injury of any person. 6. The indemnification and defense obligations set forth herein are intended in lieu of, and notwithstanding, the pro rata risk allocation that may otherwise be imposed between the Parties pursuant to Government Code Section 895.6, or any other statute, regulation or rule that may otherwise affect the terms of this agreement. 7. [Insert any other terms negotiated between the parties here.] DocuSign Envelope ID: 5221F90F-F51A-4CA1-B946-CEDC071464EA