Cooperative Funding Agreement No. G70201E1I
City of Cotati
COOPERATIVE FUNDING AGREEMENT NO. G70201E1I
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF COTATI
This Agreement is made and entered into as of , 2024 (“Effective Date”) by and between the CITY OF COTATI hereinafter referred to as “CITY” and the SONOMA COUNTY TRANSPORTATION AUTHORITY hereinafter referred to as “AUTHORITY.”
RECITALS
1. AUTHORITY adopted that certain 2023 Strategic Implementation Plan that sets forth AUTHORITY’s program and project implementation policies with regard to the use of funds provided under the 2020 Go Sonoma Act Expenditure Plan and Ordinance approved by the voters of Sonoma County on November 3, 2020 (hereinafter referred to as “Go Sonoma”). The 2023 Strategic Implementation Plan may be amended from time to time is hereinafter referred to as the “Go Sonoma SIP”.
2. Pursuant to the Strategic Implementation Plan and Go Sonoma, AUTHORITY and CITY desire to enter into a Cooperative Funding Agreement to define a framework to enable the two parties to work cooperatively in developing transportation improvements that will better separate bikes from cars and make it easier to bike and walk in Sonoma County (hereinafter referred to as “Build Bikeways and Pathways” or “BBP.”
3. Consistent with the Build Bikeways and Pathways (BBP), CITY desires to complete a Sidewalk Gap Closures project, as more particularly described in Exhibit A to this Agreement (hereinafter referred to as the “Project”).
4. Pursuant to Go Sonoma MTIS funds require a minimum 15% funding match.
5. CITY has submitted a financial plan and schedule for completion of the Project which is attached hereto as Exhibit B (hereinafter referred to as the “Financial Plan and Schedule”).
6. Pursuant to the Strategic Implementation Plan, AUTHORITY is committed to make available up to $500, 000 of Go Sonoma BBP funds to assist with the Project.
NOW, THEREFORE, in consideration of the foregoing, AUTHORITY and CITY do hereby agree as follows:
Cooperative Funding Agreement No. G70201E1I
City of Cotati
SECTION I
CITY AGREES:
1.CITY Contribution. To provide a minimum 15% of matching funds towards the Project (as further described in Exhibit B).
2. Project Completion. To timely complete the Project (as further described in Exhibit B).
3. Invoices. Should CITY desire reimbursement of its expenses in connection with this Agreement, CITY shall do so by requesting a specific appropriation of Go Sonoma funding by submitting to AUTHORITY a Request for Funding Appropriation in the form attached hereto as Exhibit C (hereinafter referred to as “Appropriation Request”). Once an Appropriation Request is approved by AUTHORITY, CITY may submit to AUTHORITY invoices for reimbursements for expenses authorized under the terms of this Agreement and an approved Appropriation Request. Invoices shall be submitted to AUTHORITY no more frequently than monthly, and no less frequently than every six months following initial appropriation, provided however that if CITY is unable to invoice in this time frame a written request for time extension shall be provided or the funds may be deobligated.
Invoices shall be in a form reasonably acceptable to AUTHORITY’s Executive Director. An example of which is attached hereto as Exhibit D.
4. Compliance with Laws. With regard to administering and completing the Project, CITY shall at all times comply with all applicable laws of the United States, the State of California, the County, and with all applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term of this Agreement.
5. Records. To allow AUTHORITY to audit all expenditures relating to the Project funded through this Agreement. For the duration of the Project, and for five (5) years following completion of the Project, or earlier discharge of the Agreement, CITY shall make available to AUTHORITY all records relating to expenses incurred in performance of this Agreement.
6. Reporting Requirements. To provide quarterly status and annual financial updates on the active PROJECT appropriations to AUTHORITY in the forms attached hereto as Exhibit E.
Cooperative Funding Agreement No. G70201E1I
City of Cotati
SECTION II
AUTHORITY AGREES:
1. Reimbursement of CITY Expenses. Consistent with the Go Sonoma SIP, to make available up to $500,000 of Go Sonoma BBP funds to assist with the Project. AUTHORITY shall process CITY invoices within forty-five (45) days of receiving an invoice in a form reasonably acceptable to AUTHORITY’s Executive Director.
2. Notice of Audit. To provide timely notice to CITY if an audit is to be conducted.
SECTION III
IT IS MUTUALLY AGREED:
1. Funding Availability and Needs. The funding available to the Project for expenditure is limited by the funds identified in Exhibit B and to approved appropriations by the SCTA Board. If funds beyond those identified in Exhibit B are necessary to complete the Project, AUTHORITY will cooperate with CITY to identify and secure new or increased fund commitments; however, completion of the Project remains the responsibility of CITY.
2. Term. This Agreement will remain in effect until discharged as provided in Paragraph 3 or 13 of this Section III.
3. Discharge. This Agreement shall be subject to discharge as follows:
a. This Agreement may be canceled by a party for breach of any obligation, covenant or condition hereof by the other party, upon notice to the breaching party.
With respect to any breach which is reasonably capable of being cured, the breaching party shall have thirty (30) days from the date of the notice to initiate steps to cure. If the breaching party diligently pursues cure, such party shall be allowed a reasonable time to cure, not to exceed sixty (60) days from the date of the initial notice, unless a further extension is granted by the non-breaching party. On cancellation, the non-breaching party retains the same rights as a party exercising its right to terminate under the provisions of paragraph 3(b), except that the canceling party also retains any remedy for breach of the whole contract or any unperformed balance. If the Agreement is cancelled by AUTHORITY because CITY has failed to wholly or partially complete the Project, AUTHORITY may, at its option, demand repayment of all unexpended funds and funds determined by audit not to have been expended as provided for in this Agreement, with interest accrued thereon as would have accrued had such funds been invested in the Sonoma County Treasury Pool; and, further, to offset such balances due AUTHORITY from any other Go Sonoma funds due CITY.
Cooperative Funding Agreement No. G70201E1I
City of Cotati
b. By mutual consent of both parties, this Agreement may be terminated at any time. Upon termination by mutual consent, CITY shall repay to AUTHORITY any unexpended funds originally provided to CITY under this Agreement, and any interest that has accrued thereon.
4. Indemnity. Each party shall indemnify, defend, protect, hold harmless, and release the other, its officers, agents, and employees, from and against any and all claims, loss, proceedings, damages, causes of action, liability, costs, or expense (including attorneys’ fees and witness costs) arising from or in connection with, or caused by any act, omission, or negligence of such indemnifying party or its agents, employees, contractors, subcontractors, or invitees. This indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages or compensation payable to or for the indemnifying party under workers’ compensation acts, disability benefit acts, or other employee benefit acts.
5. Notices. Any notice which may be required under this Agreement shall be in writing, shall be effective when received, and shall be given by personal service, or by certified or registered mail, return receipt requested, to the addresses set forth below, or to such addresses which may be specified in writing to the parties hereto.
To CITY
To AUTHORITY James R. Cameron, Executive Director
Sonoma County Transportation Authority
411 King St
Santa Rosa, CA 95405
(707) 565-5373
Email: [email protected]
6. Additional Acts and Documents. Each party agrees to do all such things and take all such actions, and to make, execute and deliver such other documents and instruments, as shall be reasonably requested to carry out the provisions, intent and purpose of the Agreement.
7. Integration. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof. No representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in other contemporaneous written agreements.
Cooperative Funding Agreement No. G70201E1I
City of Cotati
8. Amendment. This Agreement may not be changed, modified or rescinded except in writing, signed by all parties hereto, and any attempt at oral modification of this Agreement shall be void and of no effect.
9. Independent Agency. CITY renders its services under this Agreement as an independent agency. None of the CITY’s agents or employees shall be agents or employees of the AUTHORITY.
10. Assignment. The Agreement may not be assigned, transferred, hypothecated, or pledged by any party without the express written consent of the other party.
11. Successors. This Agreement shall be binding upon the successor(s), assignee(s) or transferee(s) of the AUTHORITY or CITY as the case may be. This provision shall not be construed as an authorization to assign, transfer, hypothecate or pledge this Agreement other than as provided above.
12. Severability. Should any part of this Agreement be determined to be unenforceable, invalid, or beyond the AUTHORITY of either party to enter into or carry out, such determination shall not affect the validity of the remainder of this Agreement which shall continue in full force and effect; provided that, the remainder of this Agreement can, absent the excised portion, be reasonably interpreted to give effect to the intentions of the parties.
13. Limitation. All obligations of AUTHORITY under the terms of this Agreement are expressly subject to AUTHORITY’s continued authorization to collect and expend the sales tax proceeds provided by Go Sonoma. If for any reason AUTHORITY’s right to collect or expend such sales tax proceeds is terminated or suspended in whole or part, AUTHORITY shall promptly notify CITY, and the parties shall consult on a course of action.
If, after twenty-five (25) working days, a course of action is not agreed upon by the parties, this Agreement shall be deemed terminated by mutual or joint consent; provided, that any future obligation to fund from the date of the notice shall be expressly limited by and subject to (i) the lawful ability of AUTHORITY to expend sales tax proceeds for the purposes of the Agreement; and (ii) the availability, taking into consideration all the obligations of AUTHORITY under all outstanding contracts, agreements to other obligations of AUTHORITY, of funds for such purposes.
Cooperative Funding Agreement No. G70201E1I
City of Cotati
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
CITY OF COTATI SONOMA COUNTY
TRANSPORTATION AUTHORITY
By: ___________________________ By: ____________________________ Mayor Lynda Hopkins, SCTA Chair
ATTEST: APPROVED AS TO SUBSTANCE:
By: ____________________________ By: ____________________________ Name James R. Cameron, Executive Director
APPROVED AS TO LEGAL FORM
FOR COUNTY/CITY:
By: ____________________________ By: ____________________________ CITY Attorney Adam Brand, Legal Counsel
Authority
Cooperative Funding Agreement No. G70201E1I
City of Cotati
Exhibit A
COOPERATIVE FUNDING AGREEMENT NO. G70201E1I
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF COTATI
EXHIBIT A
DESCRIPTION OF THE PROJECT
The Project constructs sidewalks to close gaps throughout the City of Cotati, repairs existing sections of sidewalk in the identified areas including tripping hazards and upgrades to ADA ramps. The new and repaired sidewalks on the west side of Hwy 101 are at the following locations: West Cotati Avenue from Highway 116 to Gilman Ranch Road, West Cotati Avenue from north of Cohen Court to 230 feet north of Cotati Oaks Court, West School Street from Maple Avenue to Clifford, along Clifford and then north on West Cotati Avenue to Maple Avenue. A Class 1 multipurpose trail along West School Street from the School Street turn beneath Highway 101 to the Thomas Page Elementary School. On the east side of Highway 101 the new and repaired sidewalk sections are at the following locations:
Valparaiso from Cotati Creek to the entrance to Delano Park, 230 feet north of Lund Hill Lane, 220 feet of sidewalk from the Veteran’s Memorial parking lot to Myrtle Avenue, Myrtle Avenue from Park Avenue across the frontage of Helen Putnam Park, and approximately 65 feet along Olof Street to West Sierra Avenue.
Cooperative Funding Agreement No. G70201E1I
City of Cotati
Exhibit B
COOPERATIVE FUNDING AGREEMENT NO. G70201E1I
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF COTATI
EXHIBIT B
FINANCIAL PLAN AND SCHEDULE
Financial Plan
Fund Source Amount
Go Sonoma-(MTIS
or BBP)
$500,000
Matching Funds $_________
Total $_________
Schedule
Project
Development Phase
Begin
(MO/YR)
End
(MO/YR)
Scoping 05/2023 09/2023
Environmental
(PAED)
10/2023 04/2024
Design (PSE) 10/2023 07/2024
Right of Way (R/W) 09/2023 07/2024
Construction (CON) 10/2024 01/2025
Cooperative Funding Agreement No. G70201E1I
City of Cotati
Exhibit C
COOPERATIVE FUNDING AGREEMENT NO. G70201E1I
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF COTATI
EXHIBIT C
REQUEST FOR FUNDING APPROPRIATION
APPROPRIATION REQUEST SHOULD BE SUBMITTED ON CITY (OR COUNTY) LETTERHEAD Date
SCTA Chair
Sonoma County Transportation Authority
411 King St
Santa Rosa, CA 95404
FUNDING APPROPRIATION REQUEST
PROJECT NAME____________________________________________________ AGREEMENT NO. _________________________
Dear SCTA Chair:
The City of (name of City or County of Sonoma) hereby requests that the Sonoma County Transportation Authority (SCTA) take action to appropriate funds at its next Board meeting for the (name of project).
The City (or County) has entered into a cooperative funding agreement with the SCTA (Cooperative Agreement No. (number of agreement)) and is ready to begin work on the (name of development phase) phase of the project. Below is the specific appropriation request information.
Project Name & Description: Fill in Project Name & Description Project Category: Fill in Move Traffic and Improve Safety or Build Bikeways and Pathways Project.
Phase Development Phase of this
Appropriation:
Fill in Development Phase (Scoping,
Environmental, Right of Way Capital, Right of
Way Support, PS&E, Construction Capital, or
Construction Management). Note: Only one
phase per request.
Amount of Go Sonoma Appropriate Request: Fill in amount of appropriation request.
Amount of Local Funding Match: Fill in $ Local Match for this request Sources of Local Funding Match: Fill in amount and source(s) of matching funds.
Total Project Cost: Fill in total cost of project, including all fund sources and phases.
Cooperative Funding Agreement No. G70201E1I
City of Cotati
Exhibit C
The current schedule for the (name of project) is as follows:
Project Development Phase Begin Complete
Scoping date date
Environmental date date
Right of Way date date
PS&E date date
Construction date date
Thank you for your consideration.
Sincerely,
NAME
Title
cc:
Cooperative Funding Agreement No. G70201E1I
City of Cotati
Exhibit D
COOPERATIVE FUNDING AGREEMENT NO. 70201E1I
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF COTATI
EXHIBIT D
INVOICE EXAMPLE
[Local Agency Letterhead]
Move Traffic & Improve Safety/Build Bikeways and Pathways Project Go Sonoma Invoice Summary
REQUIRED FIELDS: [Formatting is left to local agency]
Project Sponsor:
Date of Request:
Period of Request:
Cooperative Agreement Number:
Project Name/Phase/Description:
Invoice Number:
Project Development Phase:
Description of work performed this period:
Go Sonoma
Amount Appropriated $
Amount Previously
Invoiced
$
Current Invoice $
Invoiced to-date $
Attachments:
• Summary of All Expenses
1. Staff Time: Summary of Hours worked, and total dollars by employee
2. Contracts: Summary of Invoices Paid
3. Miscellaneous Expenses: Summary of Invoices
Cooperative Funding Agreement No. G70201E1I
City of Cotati
Exhibit E
COOPERATIVE FUNDING AGREEMENT NO. G70201E1I
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF COTATI
EXHIBIT E
PROJECT REPORTING LETTER
Please refer to the Reporting Instructions and Submittal Requirements before sending your completed Annual Reporting Letter to the SCTA. The Annual Reporting Letter is due to the SCTA by September 15.
Date
Sonoma County Transportation Authority
411 King Street
Santa Rosa, CA 95404
[Name of Project] - Annual Reporting Letter – FY _______ Dear SCTA Chair:
The City of/Town of / County of ___________ is pleased to present information related to Go Sonoma funding for the following project for FY __________ Reported:
Work was performed on the following project using Go Sonoma funds including:
Project Name:
Project Phase/Development Phase:
B. $ -
C. $ -
D. $ -
E. $ -
F. $ -
G. $ -
H. $ -
I. $ -
ReimbursementsReceived in FY00/00
Amount of Matching FundsProvided
Total Go Sonoma ReimbursementsReceived in Prior Years
Total Go Sonoma Funding Reimbursed to Date
Total Appropriation Remaining Balanceto Rollover to FY00/00 Amount Appropriated in FY00/00
A.
Amount Appropriated in PreviousFiscal Years
Total Amount of Unexpended Appropriationsfrom Prior FY
J. Describe work completed this fiscal year.
K. How were bike/pedestrian needs considered?
Cooperative Funding Agreement No. G70201E1I
City of Cotati
Exhibit E
Overall Statusof Project byPhase %Complete Est. Completion Date Scoping
Environmental
Design
Right of Way
Construction &Construction Management
L.
Overall Project Funding
Phase Total Go Sonoma
MTIS/BBP
Other Need
$ $ $ $
$ $ $ $
$ $ $ $
$ $ $ $
$ $ $ $
M.
Totals $
-
$ - $
-
$
-
(Insert additional table if necessary to provide each alternative fund source per project phase)
Report on Public Information Requirements:
N. Describe where you displayed the Go Sonoma logo, such as on signs at the construction site or on vehicles? Please enclose pictures.
O. Provide digital pictures of projects before, during and after construction.
P. Did you identify Go Sonoma on your web site or in press releases? Please provide link.
Q. Identify project benefits and discuss how Go Sonoma funds assisted in project delivery.
To meet our reporting requirements, we are submitting a signed copy on our letterhead to the SCTA.
We have also attached electronic photographs in jpeg file format.
If you have any questions regarding this project information, please contact:
Name:
Phone:
Email:
Cooperative Funding Agreement No. G70201E1I
City of Cotati
Exhibit E
Sincerely,
SIGNATURE REQUIRED
Name
Title (City Manager, Public Works Director, or District Director)