September XX, 2022
Julie Lucido
Public Works Director
City of Napa
PO Box 660
Napa, CA 94558
RE: PASS FY 22/23 Joint Funding Agreement
Dear Ms. Lucido:
This letter, effective as of July 8, 2022 (“Effective Date”) is the agreement between the City of Napa (“AGENCY”) and the Metropolitan Transportation Commission (“MTC”) for developing and implementing traffic signaling coordination plans for the Program for Arterial System Synchronization (PASS) FY 22/23 project, which will be jointly funded by MTC and AGENCY (“the Agreement”). AGENCY’s application for the FY 22/23 PASS cycle submitted May 12, 2022, is incorporated herein by this reference.
1. It is agreed that with funding under this Agreement, MTC will engage its consultant, Iteris, Inc. (“Consultant”), to perform all the services specified in Attachment A, Scope of Work, according to the schedule in Attachment B, Project Payment Schedule, both attached hereto and incorporated herein by this reference.
2. Work will be performed under the direction of Robert Rich or a designated representative (herein "Project Manager") who will approve a work plan prior to Consultant beginning work.
3. Consultant will be compensated for its services in accordance with Attachment B, Project Payment Schedule, attached hereto and incorporated herein by this reference. The maximum amount payable to Consultant, including (as applicable) labor, supervision, applicable surcharges such as taxes, insurance, and fringe benefits, indirect costs, overhead, profit, subcontractors costs (including mark-up), travel, equipment, materials and supplies, and expenses shall not exceed one hundred ninety-six thousand, six hundred dollars ($196,600) (“Maximum Payment”).
ATTACHMENT 2
MTC/City of Napa
PASS FY 22/23 Joint Funding Agreement
MTC shall invoice AGENCY for its local match contribution for the Project in the amount of twenty-nine thousand, four hundred eighty-seven dollars ($29,487) billable in lump sum upon the first month after the start of work by Consultant. AGENCY shall pay MTC fully upon receipt of an invoice in the amount stated above within thirty (30) days of receipt. MTC’s invoice shall be mailed to:
Attention: David Patrick
City of Napa
PO Box 660
Napa, CA 94558
4. The term of the Agreement shall begin on the Effective Date and conclude on June 30, 2023, unless MTC terminates this agreement earlier as provided below.
5. Either party may terminate the Agreement without cause upon three (3) days’ prior written notice. In the event of early termination, MTC shall reimburse AGENCY in an amount equal to its proportional share of the funds that were unused towards the Project. AGENCY shall submit an invoice requesting reimbursement for unused funds electronically via email to MTC at [email protected] or in writing and delivered or mailed to MTC as follows:
Attention: MTC Accounting Section
Bay Area Metro Center
375 Beale Street, Suite 800
San Francisco, CA 94105
Payment shall be made by MTC within thirty (30) days of receipt of an acceptable invoice, approved by the Project Manager or a designated representative.
6. Except for invoices submitted by MTC, all notices or other communications to either party by the other shall be deemed given when made in writing and delivered, mailed, emailed, or faxed to such party at their respective addresses as follows:
To MTC: Attention: Robert Rich
Metropolitan Transportation Commission
375 Beale Street, Suite 800
San Francisco, CA 94105
Email: [email protected]
To AGENCY: Attention: David Patrick
City of Napa
PO Box 660
Napa, CA 94558
Email: [email protected]
ATTACHMENT 2
MTC/City of Napa
PASS FY 22/23 Joint Funding Agreement
7. To the maximum extent permitted by law, AGENCY shall indemnify, keep and hold harmless MTC and its commissioners, directors, officers, agents, and employees (“MTC Indemnified Parties”) against any and all demands, claims, suits or actions (collectively, “Liability”) arising out of any of the following:
A. Any injury or death to persons or property or pecuniary, financial or economic losses that may occur, or that may be alleged to have occurred, arising from the performance of this Agreement by AGENCY caused by any breach of the Agreement or negligent act or omission or willful misconduct of AGENCY or its officers, employees, subconsultants or agents; provided however, AGENCY will not be obligated to indemnify MTC for the proportionate share of the Liability caused by the MTC’s active negligence, sole negligence, or willful misconduct.
AGENCY further agrees to defend any and all such claims, actions, suits or other legal proceedings and pay all charges of attorneys and all other costs and expenses of defenses as they are incurred. If any judgment is rendered against any of the MTC Indemnified Parties, AGENCY shall, at its expense, satisfy and discharge the same.
The provisions set forth in this Article are intended to be applied to the fullest extent allowed under the law and, if any portion of it is found to be void or unenforceable, the remainder is to be severable and enforceable. This indemnification shall survive termination or expiration of this Agreement.
8. To the maximum extent permitted by law, MTC shall indemnify, keep and hold harmless AGENCY and its elected and appointed officials, officers, agents, and employees (“AGENCY Indemnified Parties”) against any and all Liability arising out of any of the following:
A. Any injury or death to persons or property or pecuniary, financial or economic losses that may occur, or that may be alleged to have occurred, arising from the performance of this Agreement by MTC caused by any breach of the Agreement or negligent act or omission or willful misconduct of MTC or its officers, employees, subconsultants or agents; provided however, MTC will not be obligated to indemnify AGENCY for the proportionate share of the Liability caused by the AGENCY’s active negligence, sole negligence, or willful misconduct.
AGENCY further agrees to defend any and all such claims, actions, suits or other legal proceedings and pay all charges of attorneys and all other costs and expenses of defenses as they are incurred. If any judgment is rendered against any of the AGENCY Indemnified Parties, MTC shall, at its expense, satisfy and discharge the same.
The provisions set forth in this Article are intended to be applied to the fullest extent allowed under the law and, if any portion of it is found to be void or unenforceable, the remainder is to be
ATTACHMENT 2
MTC/City of Napa
PASS FY 22/23 Joint Funding Agreement
severable and enforceable. This indemnification shall survive termination or expiration of this Agreement.
9. Any claim or controversy concerning the interpretation, application, or implementation of this Agreement between MTC and AGENCY that cannot be resolved through the informal, good faith efforts of the parties may, by specific agreement of the parties, be submitted to alternative dispute resolution (that is, mediation or arbitration) with the parameters for such dispute resolution being agreed to by the parties at the time. If a dispute is not resolved through discussion or the parties do not agree to alternative dispute resolution, either party may pursue available legal remedies in a California State or Federal court of competent jurisdiction.
AGENCY must file a government claim pursuant to Government Code section 910 et seq. in order to initiate a civil action. The prevailing party in any dispute shall be entitled to payment of its attorneys’ fees and costs. This section shall survive the termination or expiration of the Agreement.
10. All questions pertaining to the validity and interpretation of the Agreement shall be determined in accordance with the laws of California applicable to agreements made and to be performed within the State.
11. This Agreement constitutes the complete agreement between the parties and supersedes any prior written or oral communications. Any amendment of the Agreement must be in writing, specifically identified as an amendment to the Agreement, and signed by both AGENCY and the Executive Director of MTC, or his designated representative. The Project Manager is not a designated representative, for purposes of approving an amendment.
If you agree, please sign this letter in the space provided below.
Very truly yours,
Therese W. McMillan
Executive Director
ATTACHMENT 2
MTC/City of Napa
PASS FY 22/23 Joint Funding Agreement
Accepted and Agreed to this:
Date: __________________
Julie Lucido, Public Works Director
COUNTERSIGNED:
________________________
Joy Riesenberg, City Auditor
APPROVED AS TO FORM:
________________________
Michael W. Barrett, City Attorney
Budget Code: ST20PW04
ATTACHMENT 2
MTC/City of Napa
PASS FY 22/23 Joint Funding Agreement
ATTACHMENT A
SCOPE OF WORK
The services to be performed by Consultant shall consist of services requested by the Project Manager or a designated representative including, but not limited to, the following scope excerpted from Deliverable 1B (Final Scope, Schedule and Budget) for AGENCY’s FY 22/23 PASS project:
ATTACHMENT 2
MTC/City of Napa
PASS FY 22/23 Joint Funding Agreement
ATTACHMENT 2
MTC/City of Napa
PASS FY 22/23 Joint Funding Agreement
ATTACHMENT 2
MTC/City of Napa
PASS FY 22/23 Joint Funding Agreement
ATTACHMENT 2
MTC/City of Napa
PASS FY 22/23 Joint Funding Agreement
ATTACHMENT 2
MTC/City of Napa
PASS FY 22/23 Joint Funding Agreement
ATTACHMENT 2
MTC/City of Napa
PASS FY 22/23 Joint Funding Agreement
ATTACHMENT B
PROJECT PAYMENT AND SCHEDULE
Payment for Consultant's services shall be due in the firm fixed amounts indicated below, upon acceptance by Project Manager of the following deliverables or milestones, described in detail in Attachment A:
Task Deliverables Due Date Amount Due
to Consultant
MTC
Share
AGENCY
Share
1A Draft Scope of Work, Schedule, and Budget Aug 2022 $9,830 $8,356 $1,474 1B Final Scope of Work, Schedule, and Budget Sep 2022 $9,830 $8,356 $1,474 2A Draft Existing Conditions Report Nov 2022 $58,980 $50,133 $8,847 2B Final Existing Conditions Report Dec 2022 $19,660 $16,711 $2,949 3A Draft Recommendations Report Jan 2023 $29,490 $25,067 $4,423 3B Revised Recommendations Report Feb 2023 $19,660 $16,711 $2,949 4 Preliminary Implementation and Fine Tuning May 2023 $29,490 $25,067 $4,423 4A Draft Project Report with Benefit-Cost Analysis Jun 2023 $9,830 $8,356 $1,474 4B Final Project Report with Benefit-Cost Analysis Jun 2023 $9,830 $8,356 $1,474 Total Consultant Services $196,600 $167,113 $29,487
MTC shall submit an invoice to AGENCY for the total AGENCY Share amount upon start of work by Consultant.
ATTACHMENT 2