TABLE OF CONTENTS

WHEREAS, the Santa Clara Valley Transportation Authority (VTA) is a special district created pursuant to the California Public Utilities Code Sections 100,000 et seq.; and

WHEREAS, the City of Sunnyvale (City) is a duly established municipal corporation organized and existing under the laws of the State of California and a municipal charter effective May 18, 1949; and

WHEREAS VTA has constructed an extension to VTA’s light rail transit system (LRT) westerly through the City terminating in downtown Mountain View ("Project"); and

WHEREAS, the City owns and maintains certain public streets and rights of way along which the Project will operate; and

WHEREAS, certain parts of the completed Project will become part of the maintenance responsibility of VTA and certain parts will become the maintenance responsibility of the City, and the Parties desire to define the maintenance responsibility for each facet of the Project between the Parties; and

WHEREAS, the Parties desire to set forth the principles which will govern their cooperation during operation of the light rail system through the City;

NOW THEREFORE, in consideration of the mutual covenants and agreements contain herein, the City and VTA, sometimes collectively referred to herein as the "Parties" have entered into this Cooperative Agreement (Agreement) effective on the date set forth on the signature page hereof and agree further as follows:

Facility: Any physical structure, element or component constructed, installed or modified by VTA’s contractor(s) including, but not limited to, light rail trackway, roadways, communications system, overhead contact system, bike lanes, signals, lighting, sidewalks, passenger stations, structures, soundwalls, and landscaping.

Joint Poles: TES poles which support a City-owned facility such as a street light or a traffic signal.

Maintenance: Performance of repair, rehabilitation and cleaning operations to retain or return a facility to a safe, "like new" condition comparable to the condition of the facility at the time of its acceptance by VTA.

OCS: Acronym for "Overhead Contact System" consisting of all facilities for overhead traction power distribution to the light rail system including, but not limited to, TES poles, overhead wires, hardware and appurtenances.

SCADA: Acronym for "Supervisory Control and Data Acquisition" system which will be installed as part of the Project to electronically monitor and control various system functions.

Station: The passenger loading facilities for the light rail system including, but not limited to, platforms, canopies, barriers and railings, pedestrian access walkways, special handicapped access facilities, all functional and architectural features and included landscaping. The boundaries of the station shall include the roadway barrier, if any, and shall extend up to the edge of the trackway.

TES Pole: Acronym for "Traction Electrification System" pole, a component of the OCS, which supports the overhead power supply wires of the light rail system. A TES pole may or may not be a "Joint" pole.

"T" Signal: A wayside signal for controlling light rail vehicle movement through an intersection. It is operated by a traffic signal controller, with lenses configured as either the letter "T" or as vertical, horizontal or diagonal "bars".

Trackway: The trackway includes, but is not limited to, rails, ties, ballast, trackbed and drainage facilities. The trackway boundaries and included facilities also consist of:

• Between grade crossings in street medians extending between and including the concrete trackway headers, but excluding station platforms;
• At grade crossings at street intersections, extending 10 feet outward from the track centerlines and including the entire area between, consisting of the crossing panels, the supporting track structure, and the roadway pavement between and adjacent to the tracks;
• In right-of-way separate from City streets includes the entire area within VTA’s right-of-way, but excludes station platforms.

VTA is authorized by California Public Utilities Code Sections 100,000 et seq to operate light rail transit systems over public streets and highways and other public rights of way. Such authorization includes the responsibility for all operational phases - from startup of the system through providing normal revenue services to emergency shutdowns of the entire system or a portion thereof.

The basic principle underlying any specific operational detail is predictability and consistency of operation schedules and control of power so that safety of passengers, pedestrians, vehicles and the system itself can be assured, provided that such details are within the requirements of, and not in conflict with, the aforementioned enabling legislation.

All operations, including gate operation, will comply with all applicable CPUC regulations and with specific operational features contained in the CPUC crossing applications which were reviewed and concurred in by the City. The City of Sunnyvale will retain traffic signal control and maintenance authority at City signalized street intersections traversed by light rail vehicles. The City and VTA shall cooperate to coordinate traffic signal operations with VTA light rail operations. Traffic signal operations at the Lawrence Expressway intersection are outside the scope of this Agreement.

B. Railroad Crossing Operation

At each grade crossing controlled by railroad type gates, the signals shall be installed, operated and maintained to provide no more than the minimum gate down-time (crossing blockage time) than is required by the California Public Utilities Commission based on a speed limit not substantially higher than the practical speed of trains in regular revenue service through that crossing. Where it is discovered that the actual gate down time is in excess of the minimum time, VTA shall, without cost to the City, make adjustments in the control system, including but not limited to, modifications in the length of train warning approach zones, so as to reduce the gate down-time. The City may, at any time, submit a request to VTA to analyze and report on this requirement and to make needed revisions, and execution of such modification by VTA shall be made within 90 days after the need for such becomes known, unless City, in its sole discretion, gives prior permission to VTA to exceed the 90 day period based on circumstances which make the deadline infeasible.

VTA shall not establish or maintain any mode of operation for light rail vehicles that will result in a regular, repetitive or predictable blocking of street intersections by stopped vehicles. This prohibition shall not apply to unforeseen emergencies.

Should there be a failure of the responsible party to carry out in accordance with this Agreement any maintenance item or task, or to adhere to any designated maintenance standard or any agreed-upon modifications thereof, in which the second party has a substantial interest, a formal notice and request to properly carry out such maintenance may be filed by that party. If, following the elapse of a reasonable time period, adequate action has not been taken by the responsible party, the second party shall have the right to undertake the needed work and to bill the responsible party for all the costs thereof.

D. Modification of Project Facilities

The parties acknowledge that the light rail system facilities running through the City of Sunnyvale contain enhanced design standards and components that were specifically requested and/or paid for by City. VTA agrees it will make no modification in any of the Project facilities that would result in a degrading of those facilities. Maintenance and repairs shall be confined to repairs and replacement of components in-kind to those of the original Project facilities.

Nothing in this requirement shall preclude VTA from making necessary emergency or temporary repairs. However, any such repair shall, within a reasonable time period, be replaced by a permanent repair fully restoring the facilities to their near-original condition.

ARTICLE 3 - MAINTENANCE

As a general guideline, the responsibility for maintaining a facility belongs to the party owning that facility. Further, each party will be liable for the costs of maintaining the items for which it is responsible as set forth in Exhibit A - "Maintenance Responsibilities and Standards" appended hereto and by this reference incorporated herein. Prior to performing any maintenance operations on the Trackway, a Station or a Facility, City shall obtain an Access Permit from VTA and shall have its workers undergo VTA light rail safety training. City shall not be required to obtain any railroad liability insurance for such work.

Routine and ordinary maintenance operations will be performed at such times as will not adversely impact the operations of the light rail system. VTA will give the City two weeks advance notice for the performance of unusually noisy maintenance operations such as rail grinding, replacement of rail or ballast tamping. The City will in turn notify those City residents who might be affected by such maintenance work. Emergency maintenance will be expeditiously performed as required.

Neither the City, nor any officer, employee, agent, consultant or contractor thereof shall be responsible for any damage or liability, occurring by reason of anything done or omitted by VTA in connection

with any work, performed by VTA or jurisdiction delegated to VTA under this Agreement. Pursuant to Government Code Section 895.4, VTA shall fully indemnify, defend and hold the City harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted by VTA in connection with any work, performed by VTA or jurisdiction delegated to VTA under this Agreement. This hold harmless shall apply to any activities, errors or omissions of VTA and VTA’s officers, employees, agents, consultants or contractors or any persons or entities acting or omitting to act for or on behalf of VTA where such persons or entities are specifically authorized and empowered by VTA to act for VTA. Upon request of City, VTA shall furnish appropriate evidence of insurance covering the legal obligations assumed hereunder.

Neither VTA, nor any officer, employee, agent, consultant or contractor thereof shall be responsible for any damage or liability, occurring by reason of anything done or omitted by the City in connection with any work, performed by City or jurisdiction delegated to the City under this Agreement. Pursuant to Government Code Section 895.4, the City shall fully indemnify, defend and hold VTA harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted by the City in connection with any work, performed by City or jurisdiction delegated to the City under this Agreement. This hold harmless shall apply to any activities, errors or omissions of the City and the City’s officers, employees, agents, consultants or contractors or any persons or entities acting or omitting to act for or on behalf of the City where such persons or entities are specifically authorized and empowered by the City to act for the City. Upon request of VTA, City shall furnish appropriate evidence of insurance covering the legal obligations assumed hereunder.

ARTICLE 5 - NOTICES

Except as otherwise specifically described herein, all communications with respect to this Agreement shall be given by first class mail to the Parties as follows, or to such other person or address as the Parties may designate in writing from time to time:

CITY:                     Marvin A. Rose, Director of Public Works

                              City of Sunnyvale

                              P.O.Box 3707

                              Sunnyvale, California 94088

VTA:                     Peter M. Cipolla, General Manager

                              Santa Clara Valley Transportation Authority

                              3331 N. First Street, Building C

                              San Jose, California 95134

ARTICLE 6 - DISPUTES

If a question arises regarding interpretation of this Agreement or the performance, or the alleged failure to perform, of a party, the party raising the question or making the allegation shall give written notice thereof to the other party. The Parties shall promptly meet and use their best efforts to resolve the issues raised. If the Parties fail to resolve the issues raised, alternative forms of dispute resolution, including mediation or binding arbitration, may be pursued by mutual agreement. Each party shall bear their own costs in making use of alternative dispute resolution methods. It is the express intent of the Parties that litigation be avoided as a method of dispute resolution.

ARTICLE 7 - MISCELLANEOUS PROVISIONS

Entire Agreement: The Parties entered into a "Cooperative Agreement Between The City of Sunnyvale and the Santa Clara County Transit District Concerning the Tasman Corridor Light Rail Project" in October of 1993. By this reference, that agreement, and its amendment are incorporated herein. In addition, provisions relating to the subject matter of this Agreement are contained in the "Negotiated Agreement with the County Transit District Regarding Litigation Concerning Environmental Impacts of the Tasman Corridor LRT Project" dated October 26, 1993, which by this reference is incorporated herein.

This Agreement and its exhibits, together with the two agreements referenced above, constitute the entire agreement between the Parties pertaining to the subject matter contained therein and supersedes all prior or contemporaneous agreements, representations and understandings of the Parties relative thereto.

Headings: The subject headings of the articles and paragraphs in this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions.

Severability: If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect provided that the remainder of this agreement, absent the unexcised portion, can be reasonably interpreted to give effect to the intentions of the parties.

Waiver: The waiver by either party of a breach by the other of any provision of this agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this agreement.

No Third-party Rights: The parties intend not to create rights in, or to grant remedies to, any third party as a beneficiary of this agreement or of any duty, covenant, obligation, or undertaking established herein.

Construction and Interpretation of Agreement: This Agreement, and each of its provisions, exhibits, terms and conditions, has been reached as a result of negotiations between the Parties. Accordingly, each of the Parties expressly acknowledges and agrees that this Agreement shall not be deemed to have been authored by, prepared by, or drafted by, any particular party, and that the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or in the resolution of disputes.

Term of Agreement: The effective date of this Agreement shall be , and it shall continue in force until terminated by mutual agreement of the parties.

Amendments: This agreement may be modified or amended only by a written document executed by both VTA and City, and approved as to form by the City Attorney. Such document shall expressly state that it is intended by the parties to amend the terms and conditions of this agreement.

IN WITNESS WHEREOF, CITY and VTA have entered into this Agreement as of __________________________ , 2001.

Exhibit A

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