Recorded by William Kostura *Date September 2021 " Continuation ! Update Evaluation to California Register criteria
The California Register of Historical Resources (California Register) is an inventory of significant architectural, archaeological, and historical resources in the State of California. Resources can be listed in the California Register through a number of methods. State Historical Landmarks and National Register-listed properties are automatically listed in the California Register. Properties can also be nominated to the California Register by local governments, private organizations, or citizens. The evaluative criteria used by the California Register for determining eligibility are closely based on those developed by the National Park Service for the National Register of Historic Places.
In order for a property to be eligible for listing in the California Register, it must be found significant under one or more of the following criteria:
* Criterion 1 (Events): Resources that are associated with events that have made a significant contribution to the broad patterns of local or regional history, or the cultural heritage of California or the United States.
* Criterion 2 (Persons): Resources that are associated with the lives of persons important to local, California, or national history.
* Criterion 3 (Architecture): Resources that embody the distinctive characteristics of a type, period, region, or method of construction, or represent the work of a master, or possess high artistic values.
* Criterion 4 (Information Potential): Resources or sites that have yielded or have the potential to yield information important to the prehistory or history of the local area, California, or the nation.
This criterion typically applies to archaeological remains, which, because there are no plans to excavate the lot, are not being addressed in this report.
Criterion 1 (Events)
This house was built in 1936 or 1938 (sources differ) and was the second house on this site. This is not early in the history of the City of Santa Clara, and thus the house does not evoke the early developmental history of the city. The first owner, Manuel Ferreira, worked as a laborer at one or more of the city’s canneries, but so did very many other residents of Santa Clara, many of whose houses probably also still stand. This house does not evoke that important aspect of Santa Clara’s history in a particularly notable way. No other patterns of history related to this house come to mind, and so it does not appear to be eligible for the California Register under this criterion. (See Continuation Sheet, page 11.)
State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial
CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information
Recorded by William Kostura *Date September 2021 " Continuation ! Update Criterion 2 (persons)
As mentioned above, Manuel Ferreira worked as a laborer, usually at a fruit cannery. His children also worked in canneries, at the Pacific Manufacturing Company, and at other blue collar and clerical jobs.
The canneries and Pacific Manufacturing were important industries in the city, but many other houses that their employees lived in must still stand. None of the Ferreiras were notable in Santa Clara’s history, and so the house does not appear to be eligible for the California Register under this criterion.
Criterion 3 (Architecture)
Architecturally, this house compares very favorably with other Santa Clara houses of the 1920s and 1930s. Most houses in the city from those decades are plain, and are restrained in their treatment to the point of anonymity. By contrast, this house has many notable features. They include:
* tripartite windows with wooden mullions and with wooden muntins that divide the upper zones into multiple lights,
* a projecting front porch that stretches for over one-half the width of the house, * curved brackets at the top of the porch posts,
* a hipped roof over both the main body of the house and the porch, * molded clay roof tiles,
* a stucco surface that is textured (instead of smooth), * a solid wooden front door with a decorative brass grille and brass hardware, and * an interior with a high level of finish.
Collectively, these features make this one of the best houses of its size from the 1920s-1930s in the city.
The roof tiles by J. Pessagno and Sons of Niles are a particularly fine feature. While traditional curved clay roof tiles on other Santa Clara houses are also important, the tiles on this house are distinctive in their profile and cause the roof of this house to stand out from other clay tile roofs in the city.
Finally, the integrity of this house, inside and out, is very high. For all of these reasons, the house appears to be eligible for the California Register under this criterion. The Period of Significance is 1936-1938, when it was built.
Criterion 4 (Information Potential, or Archaeology) — This criterion is not addressed in this evaluation because no excavation of the lot is proposed or is being contemplated.
State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial
CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information
Recorded by William Kostura *Date September 2021 " Continuation ! Update Evaluation under City of Santa Clara criteria
The Criteria for Local Significance were adopted on April 20, 2004, by the City of Santa Clara City Council and are listed under Section 8.9.2 of the City of Santa Clara General Plan, Criteria for Local Significance. Under this section of the General Plan, any building, site, or property in the City that is 50 years old or older and meets certain criteria of architectural, cultural, historical, geographical or archeological significance is potentially eligible.
The subject property appears to most clearly meet the following local criteria:
Criterion for Historical or Cultural Significance
4. The property is associated with a significant industrial, institutional, commercial, agricultural, or transportation activity.
Because the house’s first owner, Manuel Ferreira, worked at local fruit canneries for many years, and because none of the cannery buildings survive to evoke that aspect of the city’s history, this house reflect’s that history in their stead, although it is probably one of very many to do so.
Criterion for Architectural Significance
1. The property characterizes an architectural style associated with a particular era and/or ethnic group.
With its dramatic clay tile roof, broad porch, textured stucco surface, curvilinear brackets (at the top of the porch posts), tripartite windows, and wooden door with ornamental brass grille and hardware, this is one of the best houses of the 1920s-1930s and of its size in Santa Clara. The stucco surface and the clay tile roof evoke the Mediterranean Revival style.
6. A building’s unique or uncommon building materials, or its historically early or innovative method of construction or assembly.
This is the only known house in Santa Clara with roof tiles manufactured by J. Pessagno and Sons of Niles (Fremont). Pessagno’s Interlocking Roof Tile Company made tiles that were molded to interlock with each other and to guide rainwater, and it was prolific over the 43 years of its existence (1927-1970).
The shaped tiles add a distinctive appearance to this house’s hipped roof and help to distinguish it from other houses of its period in Santa Clara.
7. A building’s notable or special attributes of an aesthetic or functional nature. These may include massing, proportion, materials, details, fenestration, ornamentation, artwork or functional layout. (See Continuation Sheet, page 13.)
State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial
CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information
Recorded by William Kostura *Date September 2021 " Continuation ! Update This house’s most notable features are its roof, the broad porch and the way the roof is composed of two hips, one over the main body of the house and the other over the porch. This creates a double-hipped effect that adds drama to the roofline.
Criterion for Geographic Significance
2. A building’s continuity and compatibility with adjacent buildings and/or visual contribution to a group of similar buildings.
This house is one of about ten on the west side of the 300-400 block of Madison Street and several on the east side that pre-date World War II and retain good to high integrity. The range of construction dates is wide (from the 1880s or earlier through the 1930s) and the block includes a variety of styles; nevertheless, the block does convey the feeling of a historic neighborhood. Although Santa Clara is rich in historic houses, it is uncommon to find so many on a single block. No formal survey has been performed to document the existence of a historic district here, but it seems likely that one would be found to exist if a survey was performed.
Conclusions and Recommendations
The house at 324 Madison Street is eligible for listing on the City of Santa Clara Architecturally or Historically Significant Properties based on its age (over eighty years), its high integrity, and its meeting local criteria for historical, architectural, and geographic significance.
References
Santa Clara and San Jose city directory listings 1910-1974 for residents of this house, of the previous house on this site, and of 372 Madison Street. Found online at Ancestry.com.
U. S. Censuses of 1930 and 1940 for the residents of the same houses. Found online at Ancestry.com.
Ancestry.com. “Birth, Marriage, and Death Records.” For Manuel and Christina Ferreira, and Manuel Ferreira, Jr.
National Archives. “U. S., World War II, and Korean Conflict Veterans Interred Overseas.” For Joseph Ferreira. Found online.
Stephanie Tran. Email to this writer, June 9, 2021, regarding Ferreira family history. She acquired this information from a granddaughter of Manuel and Christina Ferreira.
Dan Mosier. Telephone conversation April 8, 2021 regarding J. Pessagno and Sons and their Interlocking Time Company, of Fremont.
State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial
CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information
Recorded by William Kostura *Date September 2021 " Continuation ! Update Sanborn insurance maps
1915 Sanborn map, page 212. Red arrow points to the previous house at the subject site.
It was one story in height, narrow in width, and had a full-width front porch.
State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial
CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information ,i
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Recorded by William Kostura *Date September 2021 " Continuation ! Update 1950 Sanborn map, page 212, showing the current house.
State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial
CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information II ._
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Recorded by William Kostura *Date September 2021 " Continuation ! Update At left: Enlarged detail of the
1950 Sanborn map.
Front and side elevations of 324 Madison Street by Joseph Ferreira Given to the owners by the Ferreira family.
State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial
CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information --
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Recorded by William Kostura *Date September 2021 " Continuation ! Update Photographs of the subject house
Two views of the
front of the house.
State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial
CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information
Recorded by William Kostura *Date September 2021 " Continuation ! Update Perspective view from the right
The front yard is a
lawn bisected by a
concrete path.
State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial
CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information
Recorded by William Kostura *Date September 2021 " Continuation ! Update Tripartite window facing the
porch. Note the dividing
mullions and upper sash
divided by muntins.
The window to the left of the
porch is the same.
State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial
CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information
Recorded by William Kostura *Date September 2021 " Continuation ! Update At right: This photo of the curvilinear bracket at the top of a porch post illustrates the very rough texturing of the stucco surface on this house. This texturing is one of the several features that distinguishes this house from other stucco houses of the 1920s and 1930s in Santa Clara.
Below: Front door with ornamental grille and hardware.
These are very fine features.
State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial
CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information
Recorded by William Kostura *Date September 2021 " Continuation ! Update Above: The base of the porch. Its polished concrete deck and steps contrast with the rough texture of the stucco.
At right: The right side of the house, looking toward the street.
State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial
CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information
Recorded by William Kostura *Date September 2021 " Continuation ! Update Three photos of the left side of the house. Top left:
Looking toward the rear. Bottom left: Looking toward
the front. Above: Terra cotta cap to the projection from the living room.
State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial
CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information
Recorded by William Kostura *Date September 2021 " Continuation ! Update Three views of the roof
from the front. The clay
tiles by J. Pessagno and
Sons, of Niles, also
known as the Interlocking Roof Tile Co., are
molded so they fit
snugly together and
guide rainwater
effectively. They add to
the drama of the
roofline.
State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial
CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information
Recorded by William Kostura *Date September 2021 " Continuation ! Update Top: Another roof detail.
At right: These spare roof tiles were found on
the property by the current owners. They are
stamped J. Pessagno and Sons.
State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial
CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information
Recorded by William Kostura *Date September 2021 " Continuation ! Update Above: Boxed roof eaves.
At right: Chimney on the right side of the house.
State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial
CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information
Recorded by William Kostura *Date September 2021 " Continuation ! Update Above: The rear wall and roof of the house.
Below: The garage.
State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial
CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information
Recorded by William Kostura *Date September 2021 " Continuation ! Update A sampling of other old houses on the 300-400 block of Madison Street 372 Madison Street. This house
appears to predate the subject house
but closely resembles it in its form,
composition, fenestration, and use of
roof tiles. The main difference is its
smooth, instead of textured, stucco
surface. It seems likely that Joe
Ferreira used it as a model when he
drew plans for the subject house.
382 Madison 395 Madison 421 Madison
426 Madison 463 Madison 466 Madison
State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial
CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information
Recorded by William Kostura *Date September 2021 " Continuation ! Update Other stucco-clad houses from about the 1920s-1930s in Santa Clara’s Old Quad For purposes of comparison with the subject house, the author of this report has informally surveyed the Old Quad area looking for stucco-clad houses that appear to date to the 1920s and 1930s. The examples shown below exhibit a range of architectural quality. With a few exceptions, the construction dates are unknown; the inclusion of houses on these pages is based mainly on their architectural appearance.
Best examples
1310 Lincoln Street 1436 Main Street
Examples comparable in quality to 324 Madison Street
828 Benton 936 Fremont (1937) 1185 Main
1220 Main (1931) 625 Washington
State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial
CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information
Recorded by William Kostura *Date September 2021 " Continuation ! Update Examples comparable in quality to 324 Madison Street (continued) 1285 Main Street (1926). As mentioned in
the text above, this house is similar in its
design to 324 Madison. It is perhaps slightly
wider. Other differences are the composition
asphalt roof tiles and smooth stucco. This
house has been approved for the Mills Act.
Lesser but still notable examples
673 Park Court 853 Benton
481 Monroe (resembles 324 Madison)
Has smooth instead of textured stucco.
Roof tiles look like Pessagno and Son’s.
State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial
CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information
Recorded by William Kostura *Date September 2021 " Continuation ! Update Lesser and plain examples
665-669 Washington 896 Bellomy
587 Washington 605 Washington
441 Madison 1395 Market
At left: 820 Benton
State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial
CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information
Recorded by William Kostura *Date September 2021 " Continuation ! Update Houses in Fremont with J. Pessagno and Sons roof tiles
Dan Mosier, of the Museum of Local History, Washington Township (Fremont), has identified for this writer some houses in Fremont for which Pessagno and Sons made roof tiles. For purposes of historical context, some of these houses are shown below. The older houses and those with broader roofs are particularly effective. These photos were taken in 2012 by this writer for another project.
Above: Gene Pessagno residence, 35583 Mission Boulevard Above: 35651 Mission Boulevard At left: Joseph and Nick Pessagno
residence, 35687 Mission Boulevard
Below: 34240 Fremont Boulevard, since
demolished
State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial
CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information
Recorded by William Kostura *Date September 2021 " Continuation ! Update Houses in Fremont with J. Pessagno and Sons roof tiles, continued 34254 Fremont Blvd, since demolished
210 Hillview Drive 34618 Fremont Boulevard
37587 Second Street, Niles 2912 Decoto Road 36708 Niles Boulevard (roof tiles since removed)
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DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial
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Recorded by William Kostura *Date September 2021 " Continuation ! Update Assessor’s Parcel Map
State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial
CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information OFF I CE 0 F COUNTY
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Codostrol map for ossessne11lpurposescdy.
Compiled ...-.def R. & T. Code, See. J27.
Effective Roll Year 2020-2021
Secretary of Interior's Standards for Rehabilitation
1. A property will be used as it was historically or be given a new use that requires minimal change to its distinctive materials, features, spaces, and spatial relationships.
2. The historic character of a property will be retained and preserved. The removal of distinctive materia Is or alteration of features, spaces, and spatial relationships that characterize a property will be avoided.
3. Each property will be recognized as a physical record of its time, place, and use. Changes that create a false sense of historical development, such as adding conjectural features or elements from other historic properties, will not be undertaken.
4. Changes to a property that have acquired historic significance in their own right will be retained and preserved.
5. Distinctive materials, features, finishes, and construction techniques or examples of craftsmanship that characterize a property will be preserved.
6. Deteriorated historic features will be repaired rather than replaced. Where the severity of deterioration requires replacement of a distinctive feature, the new feature will match the old in design, color, texture, and, where possible, materials. Replacement of missing features will be substantiated by documentary and physical evidence.
7. Chemical or physical treatments, if appropriate, will be undertaken using the gentlest means possible. Treatments that cause damage to historic materials will not be used.
8. Archeological resources will be protected and preserved in place. If such resources must be disturbed, mitigation measures will be undertaken.
9. New additions, exterior alterations, or related new construction will not destroy historic materials, features, and spatial relationships that characterize the property. The new work will be differentiated from the old and will be compatible with the historic materials, features, size, scale and proportion, and massing to protect the integrity of the property and its environment.
10. New additions and adjacent or related new construction will be undertaken in such a manner that, if removed in the future, the essential form and integrity of the historic property and its environment would be unimpaired.
Exhibit C
10 Year Restoration Maintenance Plan
September 8, 2022
Tommy and Stephanie Tran
324 Madison Street
Santa Clara, CA 95050
Dear Planning Staff and Historic & Landmark Commissioners, The following is our proposed 10-year plan for the restorations and maintenance of our historic home at 324 Madison St. All items to meet the Secretary of Interiors standards for Treatment of Historic Properties:
YEAR 1-3 (2023-2025)
Repair damaged wood structure due to termite
- Roof truss between 1st and 2nd bedroom
- Truss above electrical panel in attic
- Truss above back bedroom by the bathroom
Stucco: Repair cracked/damaged stucco due to the chimney pulling away from the house.
Foundation: Repair chimney foundation due to poor drainage Plumbing: replace all galvanized plumbing throughout the house Addition: A rear addition to the residence to accommodate: a master bedroom with ensuite bathroom (a second bathroom as there currently is only one) and walk-in closet and a laundry room to adapt the home to meet the homeowners growing family needs (adaptive reuse of a historic structure).
YEAR 4 (2026)
Electrical: Update all electrical systems including replacing knob and tube wiring.
YEAR 5 (2027)
Exterior grading and drainage along the North side of the house with the chimney. Pooling of water when it rains has caused the chimney to shift and pull away from the house and cause cracking in the stucco along the lower portion of the house on this side.
YEAR 6-7 (2028-2029)
Window Restoration: Restore / Repair existing historic wood window sashes. Where windows sashes are inoperable from being painted shut or where pulley ropes have been they will be restored to working order by cutting the paint and installing new pulley ropes where required. Any minor dry rot areas on the window sashes shall be repaired with epoxy filler and repainted to match. Where elements of the existing window sashes have excessive rot (stiles or rails) they shall be replaced with salvaged or custom milled wood to match. Glazing putty, where cracked, shall be replaced and the window sash shall be painted to match existing.
YEAR 8-9 (2030-2031)
Roofing: Replace ~24 broken historic clay roof tiles with similar tiles from salvage yard. Replace gutters and downspouts to period specific style. The current downspouts are detaching from the gutters.
Meanwhile the gutters are showing their age. Downspouts will also be tied into sub-surface drain lines to avoid saturating ground along the foundation.
Kitchen remodel: Replace flooring, counter tops, fixtures, and backsplash with period-specific finishes.
Replace cabinets with shaker style cabinets
YEAR 10 (2032)
Painting: Repaint entire exterior of residence, including all exterior eaves, gutters, downspouts, windows, doors and associated trim. Any minor dry rot or pest/rodent damaged areas found shall be repaired with epoxy filler and repainted to match. Where wood material is excessively damaged it shall be replaced with salvaged or custom milled wood to match the profile of the original.
We are excited about restoring and rehabilitating our wonderful historic home so that it can be preserved and enjoyed for many years to come.
Sincerely,
Tommy & Stephanie Tran
Historic Property Preservation Agreement/324 Madison Street Typed: 10/5/2022
RECORD WITHOUT FEE
PURSUANT TO GOV'T CODE SECTION 6103
Recording Requested by:
Office of the City Attorney
City of Santa Clara, California
When Recorded, Mail to:
Office of the City Clerk
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Form per Gov't Code Section 27361.6 [SPACE ABOVE THIS LINE FOR RECORDER'S USE]
HISTORIC PROPERTY PRESERVATION AGREEMENT
This Agreement, (herein, "Agreement"), is made and entered into this ___ day of ___________, 2022, ("Effective Date"), by and between Stephanie and Tommy Tran, owners of certain real property located at 324 Madison Street (“OWNER”) and the City of Santa Clara, California, a chartered California municipal corporation with its primary business address at 1500 Warburton Avenue, Santa Clara, California 95050 ("CITY"). CITY and OWNER may be referred to herein individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement." A. Recitals.
(1) California Government Code Section 50280, et seq. authorizes the CITY to enter into a contract with the OWNER of qualified Historical Property to provide for the use, maintenance, and restoration of such Historical Property so as to retain its characteristics as property of historical significance.
(2) OWNER possesses fee title in and to that certain real property, together with associated structures and improvements thereon, shown on the 2022 Santa Clara County Property Tax Rolls as Assessors' Parcel Number 269-41-030, and generally located at the street address 633 Park Court, in the City of Santa Clara ("Historic Property"). A legal description of the Historic Property is attached hereto as "Legal Description," marked as "Exhibit "A," and incorporated herein by reference.
(3) The Historic Property is on the City of Santa Clara Architecturally or Historically Significant Properties list. OWNER submitted a Mills Act Proposal to City on September 9, 2022.
The Proposal included a Primary Record from the State of California’s Department of Parks and Recreation. A true and correct copy of the Proposal is attached to this Agreement as “Exhibit B”. (4) CITY and OWNER, for their mutual benefit, now desire to enter into this Agreement both to protect and preserve the characteristics of historical significance of the Historic Property and to qualify the Historic Property for an assessment of valuation pursuant to Section 439.2 of the California Revenue and Taxation Code.
•
Historic Property Preservation Agreement/324 Madison Street Typed: 10/5/2022
B. Agreement.
NOW, THEREFORE, CITY and OWNER, in consideration of the mutual covenants and conditions set forth herein, do hereby agree as follows:
(1) Effective Date and Term of Agreement. The term of this Agreement shall commence on the effective date of this Agreement and shall remain in effect for a term of ten (10) years thereafter. Each year upon the anniversary of the effective date, such term will automatically be extended as provided in paragraph 2, below.
(2) Renewal.
(a) Each year on the anniversary of the effective date of this Agreement, ("renewal date"), one (1) year shall automatically be added to the term of this Agreement unless notice of nonrenewal is mailed as provided herein.
(b) If either the OWNER or CITY desires in any year not to renew the Agreement, OWNER or CITY shall serve written notice of nonrenewal of the Agreement. Unless such notice is served by OWNER to CITY at least ninety (90) days prior to the annual renewal date, or served by CITY to OWNER at least sixty (60) days prior to the annual renewal date, one (1) year shall automatically be added to the balance of the remaining term of the Agreement as provided herein.
(c) OWNER may make a written protest of a nonrenewal notice issued by CITY. CITY may, at any time prior to the annual renewal date of the Agreement, withdraw its notice to OWNER of nonrenewal. If either CITY or OWNER serves notice to the other of nonrenewal in any year, the Agreement shall remain in effect for the balance of the term then remaining, from either original execution date or the last renewal date of the Agreement, whichever is applicable.
(3) Standards for Historical Property. During the term of this Agreement, the Historic Property shall be subject to the following conditions, requirements, and restrictions:
(a) OWNER shall preserve and maintain the characteristics of historical significance of the Historic Property. "The Secretary of the Interior's Standards for Rehabilitation," marked as “Exhibit C” to this agreement, and incorporated herein by this reference, contains a list of those minimum standards and conditions for maintenance, use, and preservation of the Historic Property, which shall apply to such property throughout the term of this Agreement.
(b) OWNER shall, when necessary or as determined by the Director of Planning and Inspection, restore and rehabilitate the property to conform to the rules and regulations of the Office of Historic Preservation of the State Department of Parks and Recreation, the United States Secretary of the Interior Standards for Rehabilitation and the California Historical Building Code and in accordance with the attached schedule of potential home improvements, drafted by the OWNER and approved by the City Council, attached hereto as "The Description of the Preservation and Restoration Efforts," marked as “Exhibit D” to this agreement, and incorporated herein by this reference.
(c) OWNER shall allow, and CITY requires, that after five (5) years, and every five (5) years thereafter, an inspection of the property’s interior and exterior shall be conducted by Historic Property Preservation Agreement/324 Madison Street Typed: 10/5/2022
a party appointed by CITY, to determine OWNER’ continued compliance with the terms of this Agreement. OWNER acknowledge that the required inspections of the interior and exterior of the property were conducted prior to the effective date of this Agreement. (4) Provision for Information.
(a) OWNER hereby agree to furnish CITY with any and all information requested by the CITY to determine compliance with the terms and provisions of this Agreement. (b) It shall be the duty of the OWNER to keep and preserve, for the term of the Agreement, all records as may be necessary to determine the eligibility of the property involved, and the OWNER compliance with the terms and provisions of this Agreement, including, but not limited to blueprints, permits, historical and/or architectural review approvals, and schedules of potential home improvements drafted by the OWNER and approved by the City Council. (5) Cancellation.
(a) CITY, following a duly noticed public hearing as set forth in California Government Code Section 50280, et seq., shall cancel this Agreement or bring an action in court to enforce this Agreement if it determines any one of the following:
(i) the OWNER breached any of the terms or conditions of this Agreement; or
(ii) the OWNER allowed the property to deteriorate to the point that it no longer meets standards for a qualified historic property. (b) CITY may also cancel this Agreement if it determines that:
(i) the OWNER allowed the property to deteriorate to the point that it no longer meets building standards of the City Code and the codes it incorporates by reference, including, but not limited to, the Uniform Housing Code, the California Historical Building Code, the California Fire Code, and the Uniform Code for the Abatement of Dangerous Buildings or; (ii) the OWNER has not complied with any other local, State, or federal laws and regulations.
(iii) the OWNER failed to restore or rehabilitate the property in the manner specified in subparagraph 3(b) of this Agreement. (c) In the event of cancellation, OWNER shall pay those cancellation fees set forth in California Government Code Section 50280, et seq. As an alternative to cancellation, OWNERS may bring an action in court to enforce the Agreement. (6) No Waiver of Breach.
(a) No waiver by CITY of any breach under this Agreement shall be deemed to be a waiver of any other subsequent breach. CITY does not waive any claim of breach by OWNER if CITY does not enforce or cancel this Agreement. All other remedies at law or in equity which are not otherwise provided for under the terms of this Agreement or in the City's laws and regulations are available to the City.
Historic Property Preservation Agreement/324 Madison Street Typed: 10/5/2022
(7) Mediation.
(a) Any controversies between OWNER and CITY regarding the construction or application of this Agreement, and claim arising out of this contract or its breach, shall be submitted to mediation upon the written request of one party after the service of that request on the other party.
(b) If a dispute arises under this contract, either party may demand mediation by filing a written demand with the other party.
(c) The parties may agree on one mediator. If they cannot agree on one mediator, there shall be three: one named in writing by each of the parties within five days after demand for mediation is given, and a third chosen by the two appointed. Should either party refuse or neglect to join in the appointment of the mediator(s) or to furnish the mediator(s) with any papers or information demanded, the mediator(s) may proceed ex parte. (d) A hearing on the matter to be arbitrated shall take place before the mediator(s) in the city of Santa Clara, County of Santa Clara, State of California, at the time and place selected by the mediator(s). The mediator(s) shall select the time and place promptly and shall give party written notice of the time and place at least fifteen (15) days before the date selected. At the hearing, any relevant evidence may be presented by either party, and the formal rules of evidence applicable to judicial proceedings shall not govern. Evidence may be admitted or excluded in the sole discretion of the mediator(s). The mediator(s) shall hear and determine the matter and shall execute and acknowledge the award in writing and cause a copy of the writing to be delivered to each of the parties.
(e) The submission of a dispute to the mediator(s) and the rendering of a decision by the mediator(s) shall be a condition precedent to any right of legal action on the dispute.
A judgment confirming the award may be given by any Superior Court having jurisdiction, or that Court may vacate, modify, or correct the award in accordance with the prevailing provisions of the California Mediation Act.
(f) Each party shall bear their own cost(s) of mediation. (8) Binding Effect of Agreement.
(a) The OWNER hereby subjects the Historic Property described in Exhibit "A" hereto to the covenants, reservations, and restrictions as set forth in this Agreement. CITY and OWNER hereby declare their specific intent that the covenants, reservations, and restrictions as set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon the OWNER successors and assigns in title or interest to the Historic Property. Each and every contract, deed, or other instrument hereinafter executed, covering, encumbering, or conveying the Historic Property, or any portion thereof, shall conclusively be held to have been executed, delivered, and accepted subject to the covenants, reservations, and restrictions expressed in this Agreement, regardless of whether such covenants, reservations, and restrictions are set forth in such contract, deed, or other instrument.
(b) CITY and OWNER hereby declare their understanding and intent that the burden of the covenants, reservations, and restrictions set forth herein touch and concern the land in that OWNER’ legal interest in the Historic Property.
Historic Property Preservation Agreement/324 Madison Street Typed: 10/5/2022
(c) CITY and OWNER hereby further declare their understanding and intent that the benefit of such covenants, reservations, and restrictions touch and concern the land by enhancing and maintaining the historic characteristics and significance of the Historic Property for the benefit of the CITY, public (which includes, but is not limited to the benefit to the public street generally located at 324 Madison Street), and OWNER.
(9) Notice.
(a) Any notice required to be given by the terms of this Agreement shall be provided at the address of the respective parties as specified below or at any other address as may be later specified by the parties hereto.
CITY: City of Santa Clara
Attn: City Clerk
1500 Warburton Avenue
Santa Clara, CA 95050
OWNERS: Stephanie and Tommy Tran
324 Madison Street
Santa Clara, CA 95050
(b) Prior to entering a contract for sale of the Historic Property, OWNER shall give thirty (30) days notice to the CITY and it shall be provided at the address of the respective parties as specified above or at any other address as may be later specified by the parties hereto. (10) No Partnership or Joint Enterprise Created. None of the terms, provisions, or conditions of this Agreement shall be deemed to create a partnership between the parties hereto and any of their heirs, successors, or assigns; nor shall such terms, provisions, or conditions cause them to be considered joint ventures or members of any joint enterprise. (11) Hold Harmless and Indemnification. To the extent permitted by law, OWNER agree to protect, defend, hold harmless and indemnify CITY, its City Council, commissions, officers, agents, and employees from and against any claim, injury, liability, loss, cost, and/or expense or damage, however same may be caused, including all costs and reasonable attorney's fees in providing a defense to any claim arising there from for which OWNER shall become legally liable arising from OWNER’ acts, errors, or omissions with respect to or in any way connected with this Agreement.
(12) Attorneys' Fees. In the event legal proceedings are brought by any party or parties to enforce or restrain a violation of any of the covenants, reservations, or restrictions contained herein, or to determine the rights and duties of any party hereunder, the prevailing party in such proceeding may recover all reasonable attorney's fees to be fixed by the court, in addition to costs and other relief ordered by the court.
(13) Restrictive Covenants Binding. All of the agreements, rights, covenants, reservations, and restrictions contained in this Agreement shall be binding upon and shall inure to the benefit of the parties herein, their heirs, successors, legal representatives, assigns and all persons acquiring any part or portion of the Historic Property, whether by operation of law or in any manner pursuant to this Agreement.
Historic Property Preservation Agreement/324 Madison Street Typed: 10/5/2022
(14) Mills Act Historic Property Contract Application Requirements. An application for a Mills Act Historic Property Contract shall be made through the Planning Division and shall include the following:
a. a Historic Resources Inventory form;
b. the description of the preservation or restoration efforts to be undertaken as referenced in paragraph 3 (b) as Exhibit "D";
c. a statement of justification for the Mills Act Historic Property designation and reassessment; and,
d. the Mills Act Historic Property Contract filing fee pursuant to paragraph 17. (15) Mills Act Historic Property Contract Approval. Based upon the Historical and Landmarks Commission's ("Commission") review of the Mills Act Historic Property Contract criteria and recommendation to Council, and based upon the recommendation and approval by Council, a Mills Act Historic Property Contract may be entered into with OWNER. The decision of the City Council shall be final and conclusive in the matter. (16) Recordation and Notice. No later than twenty (20) days after the parties execute and enter into this Agreement, the CITY shall cause this Agreement to be recorded in the office of the County Recorder of the County of Santa Clara.
(17) Fees. The Planning Department may collect such Mills Act Historic Property Contract application fee of $7,564.00 (seven thousand, five hundred, and sixty-four dollars), or other fees for the administration of this contract as are authorized from time to time by the City Council. Such fees do not exceed the reasonable cost of providing the service for which these fees are charged. OWNERS shall pay the County Recorder's Office recordation fees for recordation of this Mills Act Historic Property Contract and the recordation of the OWNERS updated Historic Resources Inventory form.
(18) Ordinary Maintenance. Nothing in this contract shall be construed to prevent the ordinary maintenance or repair of any exterior architectural feature in or on any Historic Property covered by this contract that does not involve a change in design, material, or external appearance thereof, nor does this contract prevent the construction, reconstruction, alteration, restoration, demolition, or removal of any such external architectural feature when the Director of Planning and Inspection determines that such action is required for the public safety due to an unsafe or dangerous condition which cannot be rectified through the use of the California Historical Building Code and when such architectural feature can be replaced according to the Secretary of Interior's Standards.
(19) California Historical Building Code. The California Historical Building Code ("CHBC") provides alternative building regulations for the rehabilitation, preservation, restoration, or relocation of structures designated as Historic Properties. The CITY's building permit procedure shall be utilized for any Historic Property which is subject to the provisions of this Agreement, except as otherwise provided in this Agreement or the CHBC. Nothing in this Agreement shall be deemed to prevent any fire, building, health, or safety official from enforcing Historic Property Preservation Agreement/324 Madison Street Typed: 10/5/2022
laws, ordinances, rules, regulations, and standards to protect the health, safety, welfare, and property of the OWNERS or occupants of the Historic Property or the public. (20) Conservation Easements.
(a) Conservation easements on the facades of the Historical Property may be acquired by the CITY, or on the CITY's behalf, by a nonprofit group designated by the CITY through purchase, donation, or condemnation pursuant to California Civil Code Section 815. (b) The OWNERS, occupant, or other person in actual charge of the Historical Property shall keep in good repair all of the exterior portions of the Historic Property, and all interior portions thereof whose maintenance is necessary to prevent deterioration and decay of any exterior architectural feature.
(c) It shall be the duty of the Director of Planning and Building Inspection to enforce this section.
(21) Severability. If any section, sentence, clause, or phrase of this Agreement is, for any reason, held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, or by subsequent preemptive legislation, such decision shall not affect the validity and enforceability of the remaining provisions or portions of this Agreement. CITY and OWNER hereby declare that they would have adopted this Agreement, and each section, sentence, clause, or phrase thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses, or phrases may be declared invalid or unconstitutional. (22) Integrated Agreement - Totality of Agreement. This Agreement embodies the agreement between CITY and OWNERS and its terms and conditions. No other understanding, agreements, or conversations, or otherwise, with any officer, agent, or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Any such verbal agreement shall be considered as unofficial information and in no way binding upon CITY. (23) Captions. The captions of the various sections, paragraphs and subparagraphs are for convenience only and shall not be considered or referred to in resolving questions of interpretation.
(24) Statutes and Law Governing Contract. This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. (25) Amendments. This Agreement may be amended, in whole or in part, only by a written recorded instrument executed by the parties hereto.
Historic Property Preservation Agreement/324 Madison Street Typed: 10/5/2022
IN WITNESS WHEREOF, CITY and OWNERS have executed this Agreement on the day and year first written above.
CITY OF SANTA CLARA, CALIFORNIA,
a chartered California municipal corporation
APPROVED AS TO FORM:
Office of the City Attorney
City of Santa Clara
RAJEEV BATRA
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
Stephanie and Tommy Tran
Owners of 324 Madison Street
By: _____________________________
Stephanie and Tommy Tran
324 Madison Street
Santa Clara, CA 95050
“OWNER”
Exhibits:
A – Property Description
B – Primary Record
C – Standards for Rehabilitation
D – Restoration Schedule
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1390 Agenda Date: 12/6/2022
REPORT TO COUNCIL
SUBJECT
Action on the Resubmittal of a Cooperative Agreement between the City of Santa Clara and the Valley Transportation Authority (VTA) for the Preparation of the Santa Clara Station Area Plan
COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development
BACKGROUND
On September 13, 2022, the City Council approved a Cooperative Agreement between the City of Santa Clara and the Valley Transportation Authority (VTA) for the Preparation of the Santa Clara Station Area Plan. Subsequent to the Council action, it was determined that two additional exhibits should have been included with the Cooperative Agreement. Staff is now requesting that the City Council take action a second time to approve the Cooperative Agreement, including the two new exhibits attached to this report. The new exhibits are the Original MTC/VTA Master Funding Agreement (Attachment 3) and Federal Transit Administration (FTA) Award Agreement (Attachment 5). The remainder of this report is the same as what was reviewed for the September 13, 2022 meeting.
The City’s General Plan, adopted in 2010, included the Santa Clara Station Area as a near-term Focus Area. Focus Areas signify areas where the General Plan supports future growth through redevelopment and intensification of existing land uses. Because of their integral location, changes in these areas offer an opportunity to implement the General Plan Major Strategies to enhance the City’s quality of life and foster economic vitality. Near-term development may proceed in the nearterm Focus Areas without preparation of a Specific Plan.
The Santa Clara Station Focus Area consists of 244
‐
acres generally bounded by De La Cruz
Boulevard, Reed Street, and Martin Avenue to the northeast, and Franklin Street and El Camino Real to the southwest as shown in Attachment 1. At the center of this area is the existing Santa Clara Transit Station, which is served by Caltrain and Altamont Commuter Express rail lines and Valley Transportation Authority (VTA) bus service. The station area will also become the terminus for the VTA’s planned extension of the Bay Area Rapid Transit (BART) system also known as BART Silicon Valley Phase II (BART Phase II). BART Phase II is an approximately six-mile long extension of the BART system from the Berryessa/North San Jose BART Station in San Jose to the proposed Santa Clara BART Station. As such, the station area will be thus become an increasingly important major transit hub for the Bay Area.
Existing development in the Focus Area consists of predominantly low ‐
intensity retail, office, and light
industrial uses. Recent development approvals in the Focus Area include intensifications of key opportunity sites, the 575 Benton Street mixed use project, the Gateway Crossing project at Brokaw City of Santa Clara Page 1 of 4 Printed on 12/2/2022
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22-1390 Agenda Date: 12/6/2022
and Champions Parkway, and the dual brand hotel at the corner of Brokaw and Coleman.
A previous effort to develop a Santa Clara Station Area Plan concluded in 2010 without the adoption of the plan by the City Council. However, elements of that planning effort were included in the 2010 General Plan update.
DISCUSSION
The City recently received two funding opportunities that collectively provide $900,000 to support preparation of a Specific Plan for the Santa Clara Station Area. On December 7, 2021, the City Council accepted and approved $400,000 in grant funding from the Metropolitan Transportation Commission (MTC) for the preparation of the Santa Clara Station Area Specific Plan. The City also received $500,000 from the VTA provided from a Federal Transportation Administration grant award to fund consultant work to develop a Station Area Specific Plan with oversight by the City of Santa Clara.
While the City accepted the MTC funds, the City will no longer need to directly receive the $400,000 in the form of a reimbursable grant from the MTC. Instead, MTC and VTA have entered into a Supplemental Master Funding Agreement for the preparation of the Specific Plan allowing the procurement process to be led by the VTA, resulting in one consultant that performs Specific Plan preparation tasks from both funding sources. With this Agreement, MTC will transfer funds to VTA at the completion of identified scope of work tasks throughout the planning process. This Agreement, with scope of work and reimbursement schedule, is attached to this report as Attachment 2 for reference.
The $500,000 in grant funds awarded to the VTA will be used for consultant costs for the preparation of the Station Area Specific Plan and will be guided through a Cooperative Agreement between the City and VTA, which sets agency roles and expectations for the creation of the Specific Plan and is included as Attachment 4. Due to the requirements of the grant awarded to the VTA from the Federal Transportation Administration, the consultant will be procured and managed by VTA, however the City of Santa Clara will be part of the procurement process to select the consultant and handle the day-to-day management of the consultant. The Consultant’s expected scope of work is set forth in Exhibit A of the Cooperative Agreement (Attachment 4). The City and VTA will collaborate to assure that the Consultant’s work is appropriately monitored, though the City will maintain day-to-day responsibility for communicating the needs of the Parties to the Consultant.
Santa Clara Station Area Specific Plan
Preparation of the Specific Plan will rely upon a consultant team, as well as City staff, to conduct a planning process including community engagement, technical analysis and the preparation of land use policy documents. Community engagement will include a Station Area Task Force, targeted outreach to stakeholders, and opportunities for participation by the broader community. In preparation of the draft plan, the chosen consultants will prepare an updated existing conditions report, updated market/financial feasibility analysis, land use plan, traffic analysis, California Environmental Quality Act (CEQA) analysis, and objective development standards for new zoning districts that conform to the new Specific Plan. Although the City of Santa Clara City Council did not adopt the VTA’s TransitOriented Communities Playbook, it has been referenced in federal funding applications and the Specific Plan will consider it as a reference material. The Playbook, which was developed in 2019, includes an existing conditions report, land use strategies, and a market feasibility analysis for the area. The Specific Plan will refine the City's General Plan vision for the planning area through a fineCity of Santa Clara Page 2 of 4 Printed on 12/2/2022 powered by Legistar™
22-1390 Agenda Date: 12/6/2022
grained land use and circulation diagram, context-specific development standards, and relevant, actionable implementation steps.
This planning effort will help provide developers and the community with more certainty about development densities and amenities, such as parkland and open space, that are expected to be provided. This planning effort will also further the City's and the State's goals for increasing the housing supply, addressing greenhouse gas emissions, and promoting multi-modal connections within the area.
The scope of work shown below reflects the anticipated process and deliverables for the development of the Santa Clara Station Specific Plan.
· Late Summer 2022 - City and VTA execute Cooperative Agreement (the subject of this report) · Fall 2022 - City appoints Santa Clara Station Area Task Force · Fall 2022 - VTA begins procurement process to select Consultant to prepare the draft Specific Plan
· Winter 2023 - Consultant selected, Taskforce commences, stakeholder outreach begins · Spring 2023 - Existing conditions report completed, community outreach begins to develop the Vision
· Summer 2023 - Draft land use plan developed
· Summer 2023 - Environmental analysis begins, Notice of Preparation · Fall 2023 - Draft Specific Plan available for public review · Winter 2024 - Draft EIR circulates
· Spring 2024 - Refinements to Draft Plan and response to EIR comments · Fall 2024 - Adoption hearings for Planning Commission and City Council · Fall 2024 - MTC grant expires
· Summer 2025 - VTA grant expires
BART Phase II Project
At the May 10, 2022 Santa Clara City Council Study Session on VTA’s BART Phase II Project, Councilmembers provided comments on transportation and land use aspects near the Santa Clara BART station that VTA considers outside the scope of the BART Phase II Project. However, one land use topic brought up at the study session, to study retail opportunities and the creation of an "iconic gateway" on the west side of the station, is included as a part of Task 4 ("Opportunities, Constraints, and Economic Analysis") and Task 5 ("Vision Plan") of the Station Area Specific Plan scope of work.
As to the remaining comments, VTA staff, the BART Phase II Project Team, and City Staff have been working to provide a response. VTA Staff and the BART Phase II Project Team are actively identifying future funding needs and agency partnerships to explore new station elements that cannot be accommodated within the existing budget and scope of the Specific Plan or in VTA’s BART Phase II Project.
ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(5) in that it is a governmental organizational or administrative activity that will not result in direct or indirect changes in the environment. An Environmental Impact Report will be prepared through the Santa Clara Station City of Santa Clara Page 3 of 4 Printed on 12/2/2022
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22-1390 Agenda Date: 12/6/2022
Specific Plan process.
FISCAL IMPACT
There is no cost to the City other than administrative staff time and expense.
COORDINATION
This report has been coordinated with the City Attorney’s Office.
PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.
RECOMMENDATION
Approve the Cooperative Agreement between the City of Santa Clara and the Valley Transportation Authority (VTA) for the preparation of the Santa Clara Area Plan.
Reviewed by: Andrew Crabtree, Director of Community Development Approved by: Rajeev Batra, City Manager
ATTACHMENTS
1. Santa Clara Station Focus Area Boundaries Map
2. Supplemental MTC/VTA Master Funding Agreement
3. Original MTC/VTA Master Funding Agreement
4. City/VTA Transit Oriented Development Cooperative Agreement
5. Federal Transit Administration Award Agreement
City of Santa Clara Page 4 of 4 Printed on 12/2/2022
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Santa Clara Station Area Plan
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DocuSign Envelope ID: EBBDAFDC-4DC9-4942-83C6-4EDDEE6CB0CF SUPPLEMENT NO. 6 TO MASTER FUNDING AGREEMENT
Between the METROPOLITAN TRANSPORTATION COMMISSION
And SANTA CLARA VALLEY TRANSPORTATION AUTHORITY
For SANTA CLARA STATION AREA SPECIFIC PLN
This Supplement No. 6 to the Master Funding Agreement ("Supplement" or "Agreement") is entered into this July 1, 2022, by and between the Metropolitan Transportation Commission ("MTC") and SANTA CLARA VALLEY TRANSPORTATION AUTHORITY ("AGENCY") and supplements the Master Funding Agreement, dated July 1, 2017, by and between MTC and AGENCY.
Pursuant to this Supplement, MTC agrees to reimburse an amount not to exceed four hundred thousand dollars ($400,000) in federal STP/CMAQ OBAG2 Regional Program funds to AGENCY to fund the Santa Clara Station Area Specific Plan (as more fully described in Annex I hereto, the "Supplement Project"). The estimated budget and payment milestones for the Supplement Project scope of work is attached as Annex II hereto.
The Supplement Project work will commence on November 2022 and be completed no later than June 30, 2025.
The clauses selected below and attached as exhibits to the Master Funding Agreement shall apply to AGENCY's performance of the applicable Supplement Project scope of work hereunder:
IZI Exhibit B-1, Additional Terms and Conditions ( General), Paragraph A IZI Exhibit B-1, Additional Terms and Conditions (General), Paragraph B IZI Exhibit B-2, Additional Terms and Conditions (Federally Required Clauses) 1Z1 Exhibit B-3, Additional Terms and Conditions (State Required Clauses) D Exhibit B-4, Additional Terms and Conditions (Prevailing Wage Rates, Apprenticeships, and Payroll Records, Non-Federally-Funded Agreements)
D Exhibit B-5, Additional Terms and Conditions (Prevailing Wage Rates, Apprenticeships, and Payroll Records, Federally-Funded Agreements)
D Exhibit B-6, Additional Terms and Conditions (Regional Toll Funds including RMI, RM2, and ABI 171)
IZI Exhibit B-7, Additional Terms and Conditions (Regional Discretionary Federal Funds including STP and CMAQ)
Funding for this project was authorized by the Metropolitan Transportation Commission at its May 26, 2021 through Resolution 4202, Revised (seep. 1 of Attachment Bl), attached to this document as Attachment A.
The MTC Project Manager for the Supplement Project is Kara Vuicich, ( 415) 820-7928, [email protected]. The AGENCY Project Manager for the Supplement Project is Jessie O'Malley Solis, ( 408) 321-5950, jessie.o'[email protected].
This Supplement is supplemental to the Master Funding Agreement; all terms and conditions of the Master Funding Agreement, as may be amended, remain unchanged hereby.
DocuSign Envelope ID: EBBDAFDC-4DC9-4942-83C6-4EDDEE6CB0CF
MTC/VTA
Master Funding Agreement
Supplement No. 6 - Santa Clara Downtown Station Area Specific Plan
Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Master Funding Agreement.
METROPOLITAN TRANSPORTATION
COMMISSION
Therese W. McMillan, Executive Director
SANTA CLARA VALLEY
TRANSPORTATION AUTHORITY
jrDocuSigned by:
L~54~ Jj~
Carolyn M. Gonot, General Manager/CEO
DocuSign Envelope ID: EBBDAFDC-4DC9-4942-83C6-4EDDEE6CB0CF
PROJECT DESCRIPTION
MTCNTA
Master Funding Agreement
Supplement No. 6 - Santa Clara Downtown Station Area Specific Plan
Annex I
Project Description and Scope of Work
The City of Santa Clara's Station Area Specific Plan will serve as a tool for the City of Santa Clara, City of San Jose, school districts, colleges, other governmental agencies, residents, businesses, and developers to guide future public and private investment in the Station Area Plan over a 25- to 30-year horizon. The purpose of the Station Area Plan is to establish a community-based vision to shape a vibrant transit hub. As property owners in the Station Area and the agency responsible for planning and constructing BART Silicon Valley Phase II, VT A is committed to working in partnership with the City of Santa Clara on this vision.
The Station Area includes land within approximately a one-half mile radius of the existing Caltrain/ACE station. Immediately adjacent to the Caltrain/ACE Station is the planned BART Phase II Santa Clara Station (at-grade) and the future BART Maintenance Facility (formerly the Newhall Railyard). The Santa Clara Station is also the end of the line for VT A's BART Phase II Extension. VT A's BART Silicon Valley Phase II Extension Project is a six-mile, four-station extension that will expand.BART service from Berryessa/North San Jose through downtown San Jose to its terminus at the City of Santa Clara Station. Some key development projects already underway in the Station Area include Gateway Crossings (Hunter/Storm) at 1205 Coleman Avenue, mixed-use housing/retail at 575 Benton Street, and the Coleman Highline (the development's parking structure is located in the City of Santa Clara) In addition, development projects are underway nearby in adjacent properties located within the City of San Jose's jurisdiction.
In 2010, a Draft Station Area Plan was developed, but ultimately not adopted by City Council. Many new land use and transpo1tation planning efforts have unfolded in the past decade in the City of Santa Clara, elsewhere in Santa Clara County, and across the Bay Area. A new Specific Plan is needed that incorporates these changes and the diverse voices and vision of Santa Clara residents and stakeholders.
In 2019, VTA developed a Transit-Oriented Communities Study or "Playbook" for the Santa Clara Station that was presented to the City Council, but not adopted. The existing conditions analysis and various technical appendices from the Playbook will be helpful for the preliminary tasks in this scope of work, including tasks 1 through 3.
Project Location and Context
The Station Area ("Station Area") is located in Santa Clara, California (Figure 1 ). It is approximately
1.3 miles by 0.5 miles or 432 acres in size, encompassing about a one-half mile circular catchment area around the Station. However, the older Specific Plan from 2010, delineated a sphere of influence that included portions of land within the City of San Jose. The updated Plan scoped in this document, will only address land within the City of Santa Clara's jurisdiction.
Much of the Station Area is currently zoned as Industrial. The Area's western edges border established neighborhoods, including the Old Quad in Santa Clara and the Newhall Neighborhood in San Jose, and Santa Clara University. The De La Cruz Boulevard overpass and San Jose International Airp01t form the northern and eastern boundaries. Interstate 880 (I-880) forms the southern border. The existing Caltrain/ACE Station is located at the center of the Station Area. The pedestrian undercrossing DocuSign Envelope ID: EBBDAFDC-4DC9-4942-83C6-4EDDEE6CB0CF
MTC/VTA
Master Funding Agreement
Supplement No. 6 - Santa Clara Downtown Station Area Specific Plan
constructed by VT A in 2017 connects the Cal train/ ACE platforms to the future BART Station Area and newly developed commercial and retail properties along Coleman A venue near Pay Pal Parle VT A owns the future BART station area, maintenance facility, parking lot located east of Brokaw Road, and a portion of the existing Caltrain parking lot on the southwest side of the tracks (approximately 0.7 acres).
Construction of the BART station will commence in late 2024, with substantial construction completion in 2028. The start of revenue service is anticipated in 2030. The focus area boundaries per the General Plan is shown below in Figure 1.
SCOPE OF SERVICES
Overview
This section presents the scope of services, organized into 11 tasks. The selected Consultant may propose additional topics or recommended changes to the presented scope of services as part of their proposal response in Task 13 - Optional Tasks.
Agency and City Roles
The contract for this Project will be procured and managed by VT A for FT A-compliance and grant administration purposes. However, the majority of day-to-day management of the Consultant will be conducted by the designated Project Manager at the City of Santa Clara. VT A will serve in an advisory capacity on project deliverables and processes, as well as participate in the Technical Advisory Committee. Implementing this Project will require inter-agency coordination and coordination across other Consultant teams involved in BART Phase II and other concurrent VTA efforts. Both City of Santa Clara and VTA staff will help coordinate and/or facilitate information sharing between consultant teams working on related/adjacent projects when necessary.
DocuSign Envelope ID: EBBDAFDC-4DC9-4942-83C6-4EDDEE6CB0CF MTCNTA
Master Funding Agreement
Supplement No. 6 - Santa Clara Downtown Station Area Specific Plan
Santa Clara Station Area Plan
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Station Area Plan
Figure I: Santa Clara Station Area Plan (City o.lSanta Clara, 2021) DocuSign Envelope ID: EBBDAFDC-4DC9-4942-83C6-4EDDEE6CB0CF
MTC/VTA
Master Funding Agreement
Supplement No. 6 Santa Clara Downtown Station Area Specific Plan
TASK 1: PROJECT INITIATION AND MANAGEMENT
1.1 Kick-off Meeting and Site Visit
City Staff will meet with the Consultant to review the project description, scope of work, time line, and budget. This meeting will be conducted in conjunction with a site visit of the Station Area, focusing on key activity areas, including but not limited to: the existing Caltrain/ACE Station, VTA's future BART Phase II Station and Maintenance Facility, Silicon Valley Power (SVP) infrastructure (including observing any conflicts and relocation options), the Gateway Crossings development site, and Station Area connections to surrounding neighborhoods and roadways. The site visit will help the Consultant more fully understand the mobility issues, character areas, design parameters, and other opportunities and challenges.
Task 1.1 Deliverables:
• Kick-off Meeting and Site Visit Materials (agenda and summary) • Refined Work Program, Schedule, and Budget Memo
1.2 Project Management and Meetings
The Consultant will plan and budget for monthly project meetings and prepare monthly progress repotis tracking completion of the work plan, schedule, and budget expenditures. Invoices will be submitted monthly to VT A.
Task 1.2 Deliverables:
• Monthly meeting materials (agenda and presentation materials) • Monthly invoices with progress repotis
1.3 Community Engagement Strategy
The Consultant will develop a comprehensive Community Engagement Strategy Memorandum. This document will outline specific engagement approaches and tools best suited to community stakeholders in the Station Area. The document will be developed in close coordination with City Staff and draw from the field observations and discussions from the Kick-off Meeting and site visit. The Consultant will prepare a preliminary schedule for outreach effotis that fits within the larger project schedule with key milestones, including specific meetings and events for City review and comment. Given the uncetiainty of the ongoing COVID-19 pandemic, Consultants should plan for community engagement events/activities to be held vi1iually and if possible, in-person assuming all County Health Orders are being followed.
At a minimum, the Community Engagement Strategy should include:
• Establishment of a Technical Advisory Committee (TAC): The TAC's focus will be to provide technical feedback at key milestones in the planning process. City Staff will take the lead in establishing and coordinating the TAC and identifying specific patiicipants. Composition of the TAC will include representatives from local jurisdictions and agencies. The Consultant will provide feedback on the TAC membership, facilitate and lead discussions, present technical DocuSign Envelope ID: EBBDAFDC-4DC9-4942-83C6-4EDDEE6CB0CF MTCNTA
Master Funding Agreement
Supplement No. 6 - Santa Clara Downtown Station Area Specific Plan
materials, and take summary notes at TAC meetings. The Consultant should assume attendance at up to three (3) TAC meetings.
• Establishment of a Station Area Taskforce (SAT): The focus of the SAT will be to receive project updates, review work progress and Plan specifics; discuss issues, vision, and direction; and provide input on the Project. City staff will take the lead in establishing and coordinating the SAT and identifying specific members. See Task 2 for more details. • Public Engagement: Facilitate public outreach such as workshops, town halls, and open houses, and direct engagement such as pop-up workshops, focus groups, or interviews with stakeholders and/or focus groups. The Consultant will work with City staff to identify residents, businesses, property owners, relevant public agencies, community groups, neighborhood associations, nonprofits, and faith-based organizations for outreach. The City will provide noticing and outreach for all community workshops. At a minimum, there will be three (3) public workshops, two (2) open houses, a vision charette (Task 4.1 ), and stakeholder interviews (Task 4.1 ). • Planning Commission Hearings/ City Council Study Sessions: Over the course of the Project, the Consultant will prepare presentations of draft project materials for up to: three (3) Planning Commission, three (3) City Council hearings and study sessions (Task 9), three (3) Bicycle & Pedestrian Advisory Committee Meetings, and one (1) Downtown Task.force Committee Meeting.
• OnlineNirtual Engagement Tools: The Consultant is encouraged to strategically make use of online engagement tools such as interactive maps, graphics, and surveys These effo1is should expand community outreach to a diverse population, providing vi1iual options that are fully accessible in parallel with any in-person activities.
• Past/Concurrent Engagement Efforts: The Consultant should draw from past engagement efforts from VTA' s Playbook for the Santa Clara Station (2019), which included several community workshops. In addition, the BART Silicon Valley Phase II Project engages quarterly with a Community Working Group comprised of stakeholders in Santa Clara, including representatives from community-based organizations, small business owners, and local educational institutions.
The Consultant will identify and document any needed translation services required at the engagement activities defined in the Strategy Memo, referencing demographic data gathered for the existing conditions report to assess the level of need by specific language(s).
Task 1.3: Deliverables:
• Draft Community Engagement Strategy and Schedule Memorandum • Final Community Engagement Strategy and Schedule Memo DocuSign Envelope ID: EBBDAFDC-4DC9-4942-83C6-4EDDEE6CB0CF
MTC/VTA
Master Funding Agreement
Supplement No. 6 - Santa Clara Downtown Station Area Specific Plan
1.4 Project Identity and Public Information Website
The Consultant will develop a consistent project identity for all outreach materials that reflect the vision of the Station Area Plan and the surrounding communities. The identity will be anchored by a logo and color palette/scheme that the Consultant will develop through up to three (3) iterations with the City.
Once agreed upon, the logo and color palette will be used to create an accessible, public-facing project website and an adaptable template for presentation slides, reports, postcards, outreach flyers, social media, etc. These materials will be reviewed by City Staff and revised before being shared with the public. Materials must be accessible in the languages commonly spoken in the community (Task 1.3).
VTA will also include content about the project on their TOD webpage. Any information also included on VTA's TOD webpage must be produced as an accessible PDF, per VTA's Policy on Accessible Information and Communications.
Task 1.4 Deliverables:
• Logo and color palette (up to three revisions)
• Public information and website content, up to four ( 4) revisions TASK 2: COMMUNITY TASKFORCE ENGAGEMENT
2.1 Station Area Taskforce Meetings and Materials
This task is dedicated to SAT meetings. The Consultant will prepare meeting agendas, act as the facilitator for each of the task force meetings and lead discussions, present technical materials, and take summary notes. The Consultant should assume up to fifteen (15) SAT meetings to occur at key project milestones.
Task 2.1 Deliverables:
• Materials (agenda, sign-in sheet, presentations, boards, etc.) for up to fifteen (15) meetings.
TASK 3: EXISTING CONDITIONS ANALYSIS
3.1 Base Map Development
The Consultant will develop a base map and template with City input and review. The base map will establish a uniform style, legend, and title block for all project maps. The base maps will include:
• Context maps that demonstrate the adjacent land use context, public transit and major transpo1iation stations and routes, public parks, schools, and project boundaries; • The location of the Station Area in the greater context of other focus areas and the City of Santa Clara;
• Aerial maps, General Plan land use and zoning maps;
• Any other tasks in this scope that require mapping;
• Existing water and sewer infrastructure
• FEMA flood zones; and
• Identify major existing SVP utilities infrastructure including SVP substation, transmission, distribution, and fiber facilities.
DocuSign Envelope ID: EBBDAFDC-4DC9-4942-83C6-4EDDEE6CB0CF MTCNTA
Master Funding Agreement
Supplement No. 6 - Santa Clara Downtown Station Area Specific Plan All GIS and mapping prepared for the Specific Plan will be consistent with City protocols and data formats to ensure easy integration into the City's information systems at the end of the project.
Task 3.1 Deliverables:
• Up to ten (10) Base and Existing Conditions Maps (GIS, Illustrator, and PDF)
3.2 Existing Conditions Report
The Consultant, with City assistance, will collect and analyze existing data to create an Existing Conditions Report. City Staff will assist by providing any available existing conditions data for the Station Area, including existing conditions data collected as part ofVTA's 2019 Transit-Oriented Communities Study or "Playbook." VTA, as a project partner, can also provide any available data on existing/proposed public transportation and transit ridership data. This report will serve as a foundational document to understand the Station Area's historical land use and urban planning context. Demographic and socio-economic characteristic data may include, but not be limited to:
• Existing land use (inventory of housing, including affordable housing jobs, parks (mini-parks, neighborhood parks and community recreation facilities, including Level of Service data capacities/age/conditions and parks per 1,000 resident), neighborhood amenities/retail, community facilities, social services, and schools/playgrounds) and physical characteristics; • Population, households, age, ethnicity, language, place of birth and residence, disability, income, and poverty status;
• Property ownership;
• Employment (number of jobs by wage/salary an occupation); • Fiscal analyses regarding existing prope1iy tax, employment tax, sales tax data, and these contributions to the City's General Fund
• Existing affordable housing (including existing restricted and unrestricted affordable housing sites);
• Historic structures and places and historical background of the Station Area; • Existing/proposed public transportation (including stations, stop locations, and frequencies), roadway facilities and bicycle and pedestrian facilities and routes; • Transit ridership data and demand
• Multimodal traffic volumes and mode shares (i.e., vehicle, bicycle and pedestrian, travel mode to work, travel and circulation patterns);
• Vehicle ownership rates, by household;
• Assessment of existing station access, including activity centers that can be accessed within a I 0-15-minute bike ride, walk, or bus ride.
• Safety data, including SWITRS and the City's collision data; • Mapping of existing infrastructure utilities (water, recycled water, sewer, Silicon Valley Power (electric), PG&E (gas), recycled water lines and easements), communication lines, and assessment of infrastructure needs consistent with General Plan requirements; • Forecasted BART station ridership;
• Impacts of Drought and water shortage actions and emphasis on need for conservation and recycled water use
• Environmental contamination inquiry, given the that the Station Area includes light industrial land uses; and
• Natural hazards data.
DocuSign Envelope ID: EBBDAFDC-4DC9-4942-83C6-4EDDEE6CB0CF
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Master Funding Agreement
Supplement No. 6 - Santa Clara Downtown Station Area Specific Plan
Also, this task will include a thorough review of all relevant background information, including but not limited to: the City's General Plan, Zoning Code, City of Santa Clara Transportation Policies, BART Phase II policies and reports, Caltrans, County of Santa Clara, City of San Jose, High Speed Rail, the Caltrain/Peninsula Joint Powers Board (JPB) policies/plans, Valley Water policies/plans, traffic studies, adjacent Specific Plans, and Focus Area Plans, and existing infrastructure plans.
Task 3.2 Deliverables:
• Draft Existing Conditions Report
• Final Existing Conditions Report
TASK 4: OPPORTUNITIES, CONSTRAINTS, AND ECONOMIC ANALYSIS
4.1 Economic and Financial Analysis
The Consultant will analyze potential market demand for housing, commercial, office, and mixed-use development in the Station Area. This analysis should touch on the following:
• Long-term citywide industry and employment trends;
• Current real estate market conditions;
• Affordable housing creation and incentives;
• Small business retention, supp01i, and opp01iunity creation; • Recently built, planned, and proposed competitive projects within the appropriate market or trade area;
• Citywide retail sales, hotel, and restaurant/entertainment trends, including a post-COVID retail analysis;
• Fiscal analysis of proposed uses and added City service and capital costs to suppo1i new residents and/or businesses planned for in the Specific Plan. Analysis should provide a citywide context given recent industrial conversions, for fiscal tradeoffs for potential proposed residential or employment uses in the Specific Plan; and
The Consultant will review the planned development program for the Station Area against real estate market conditions and trends in the larger surrounding market area. In addition, the Consultant will craft recommendations on the type, amount, and density needed to make it feasible to achieve the development program and suppo1i infrastructure needs. The Consultant will then assess the potential competitiveness and the economic challenges to creating the desired development pattern. Based on the analysis and findings from this subtask, the Consultant will develop a recommended strategy that the City can use to overcome identified challenges and create transit-suppo1iive land uses around the Santa Clara Station.
Task 4.1 Deliverables:
• Draft Economic and Financial Analysis Repo1i
• Final Economic and Financial Analysis Repo1i
DocuSign Envelope ID: EBBDAFDC-4DC9-4942-83C6-4EDDEE6CB0CF
MTC/VTA
Master Funding Agreement
Supplement No. 6 - Santa Clara Downtown Station Area Specific Plan
4.2: Community Workshop #1- Identifying Opportunities and Constraints The Consultant will plan and facilitate an interactive and collaborative community workshop as part of Task 3. The purpose of the first workshop is to present existing conditions and background research, summarize the public outreach strategy, and gather public input on opportunities, constraints, goals, and principles. In collaboration with City Staff, the Consultant will present the findings from preceding tasks to residents and other interested community members, such as those who work in or visit Santa Clara.
The Consultant will prepare meeting agendas and materials for review by City Staff in advance of the meeting.
Task 4.2 Deliverables:
• Draft and Final workshop materials (agenda, sign-in sheet, presentations, boards, etc.) • Draft and Final Workshop Summary memo (including any comment cards)
4.3 Setting, Opportunities, and Constraints Summary
Drawing upon the work conducted in prior Task 3 subtasks, the Consultant will prepare a summary of key findings and opportunities in the Station Area. The Summary will be user-friendly and highly-visual to facilitate informed discussions about project vision and goals with stakeholders. The Summary will include narrative, mapping, site photographs, and other visual aids necessary to present the setting, constraints, and opportunities to consider.
Task 4.3 Deliverables:
• Draft Setting, Opportunities, and Constraints Summary • Final Setting, Opportunities, and Constraints Summary TASK 5: VISION PLAN
The Consultant will develop a Vision Plan that presents a cohesive and compelling vision of the Station Area for the next 25- to 30-years. This document will convey the City's desired future for the Station Area to key decision-makers, business and prope1iy owners, transit operators, employers, and the development community.
5.1 Vision Charette and Stakeholder Interviews
the Consultant will host a series of stakeholder interviews culminating in a vision charette to develop a clear picture of the perspectives of stakeholders, businesses, and prope1iy owners in the Station Area. The purpose of these efforts is to build a clear and collaborative picture of how key stakeholders view the existing Station Area and their hopes for its future. The Consultant will plan for up to eight (8) stakeholder focus group interviews.
At the conclusion of the interviews, the Consultant will build upon the findings from the focus groups to design and implement an interactive vision charette. The charette's purpose is to develop and refine an overarching vision for the Station Area and identify key urban design attributes and other attributes stakeholders would like to see around the Station Area. City and VT A Staff can assist the Consultant developing and refining the proposed list of stakeholders. If necessary, the option to meet virtually using online-based collaboration tools should be leveraged to facilitate the charette and focus groups and DocuSign Envelope ID: EBBDAFDC-4DC9-4942-83C6-4EDDEE6CB0CF MTCNTA
Master Funding Agreement
Supplement No. 6 - Santa Clara Downtown Station Area Specific Plan
subsequent community engagement in latter tasks. The Summary Memorandum should highlight key themes expressed by paiiicipants of the focus groups and charette.
Task 5.1 Deliverables:
• Stakeholder interviews/focus groups and interactive vision charette (up to 8) • Draft Stakeholder Vision Summary Memorandum
• Final Stakeholder Vision Summary Memorandum
5.2: Community Workshop #2- Vision
The Consultant will plan and facilitate an interactive and collaborative community workshop to refine the Vision for the Station Area. In collaboration with City Staff, the Consultant will present the Draft Vision and Goals from Task 3.3 for discussion with residents and other interested community members, such as those who commute or work in Santa Clara. The Consultant will prepare meeting agendas and materials for review by City Staff in advance of the meeting.
Task 5.2 Deliverables:
• Draft and Final Workshop Materials (agenda, sign-in sheet, presentations, boards, etc.) • Draft and Final Workshop Summary Memorandum (including any comment cards)
5.3: TAC Meeting #1- Vision
The Consultant will host an introductory TAC meeting to gather feedback on and refine the Vision for the Station Area (Task 4.1 ). Discussion should also touch upon the Station Area Specific Plan's interconnectivity with adjacent/concurrent Specific Plans currently underway in Santa Clara, including the Downtown Precise Plan. The Consultant will prepare meeting agendas and materials for review by City Staff in advance of the meeting.
Task 5.3 Dehverables:
• Draft and Final TAC Meeting Materials (agenda, sign-in sheet, presentations, boards, etc.) • Draft and Final TAC Meeting Summary Memorandum
5.4: Vision Plan
Drawing upon findings from Task 4 subtasks, the Consultant will develop a Vision Plan for the Station Area. The Vision Plan will present a vision and guiding principles and concepts, diagrams, visualizations, maps, and other visual aids to communicate this vision. Specific topic areas to be touched upon include: mobility and connectivity, land use, community amenities, infrastructure concepts (including green stormwater infrastructure), water conservation, and open space. The Consultant will finalize the Vision Plan based on City staff comments.
Task 5.4 Deliverables:
• Draft Vision Plan Memorandum
• Final Vision Plan Memorandum
TASK 6 ALTERNATIVES DEVELOPMENT
DocuSign Envelope ID: EBBDAFDC-4DC9-4942-83C6-4EDDEE6CB0CF MTCNTA
Master Funding Agreement
Supplement No. 6 - Santa Clara Downtown Station Area Specific Plan
6.1: Plan Alternatives and Concept Study
Based on the outcomes from prior tasks, especially the community and stakeholder engagement in Task 4, the Consultant will develop up to three Plan Alternatives. These Alternatives will encapsulate three distinct options for the future of the Station Area over a 25- to 30-year horizon. The Draft Alternatives will include descriptions and illustrations of variations in development intensities, urban design, land use plan, multi-modal circulation and connectivity, transit, park facilities, community facilities, and site design concepts. Maps, tables, and other visual tools should be incorporated as needed to present the alternatives in a highly-graphical and easy-to-comprehend manner. The Consultant will also conduct a comparative analysis of each alternative, highlighting each option's relative strengths and weaknesses.
The alternatives will also be evaluated against the project goals, principles, and vision developed as part of Task 4. Circulation concepts to improve multimodal connectivity, including creating new roadways, pedestrian facilities, and bike routes to enhance connectivity to, from, and through the Station Area, are of critical impo1iance, given the limited street network in industrial areas and grade-crossing locations along the existing JPB right-of-way. The new mixed-use development projects and the BART Phase II Station coming into the area over the next decade will present increased multimodal transportation demand in the Station Area.
Task 6.1 Deliverables:
• Plan Alternatives - up to three (3)
• Draft Concept Alternatives Memorandum
• Final Concept Alternatives Memorandum
6.2: Community Workshop #3: Alternatives
The Consultant will organize and facilitate a third community workshop to gather feedback on the three Plan Alternatives from Task 5.1. Input gathered at this meeting, and the TAC meeting (Task 5.3) will be used by the Consultant to refine and select the Preferred Alternative. The Consultant will prepare meeting agendas and materials for review by City Staff in advance of the meeting.
Task 6.2 Deliverables:
• Draft and Final workshop materials (agenda, sign-in sheet, presentations, boards, etc.) • Draft and Final Workshop Summary memo (including any comment cards)
6.3: TAC Meeting #2 (Alternatives)
The Consultant will convene and facilitate a second TAC meeting to gather feedback on the three Plan Alternatives from Task 5 .1. Similar to the previous subtask, input gathered at this meeting will be used by the Consultant to refine and select the Preferred Alternatives.
Task 6.3 Deliverables:
• Draft and Final workshop materials (agenda, sign-in sheet, presentations, boards, etc.) • Draft and Final Workshop Summary Memorandum
6.4: Preferred Alternative
Following Tasks 5.1 -5.3, the Consultant will facilitate awork session with City Staff to review input received on the Plan Alternatives, select a Preferred Alternative, and identify any needed changes to the DocuSign Envelope ID: EBBDAFDC-4DC9-4942-83C6-4EDDEE6CB0CF
MTC/VTA
Master Funding Agreement
Supplement No. 6 - Santa Clara Downtown Station Area Specific Plan
Preferred Alternative. The Consultant will also use this work session to confirm direction on the Urban Design, Streetscape and Open Space Standards (Task 5.5). Specific analysis and group discussion on multimodal circulation, reducing vehicular traffic, and leveraging shared parking strategies will be required for this subtask. The results of the work session and direction/next steps on the Preferred Alternative will be summarized in a brief memorandum.
Task 6.4 Dehverables:
• Draft and Final Internal Work Session materials (agenda and presentation) • Draft and Final Work Session and Preferred Alternative Summary Memorandum
6.5: Urban Design, Streetscape, and Open Space Standards The Consultant will prepare a set of design standards that present a clear and cohesive vision for future public and private improvements in the Station Area. The standards should lean heavily on visual renderings, sketches, and images to convey the desired outcomes and requirements. The Consultant will prepare a new zoning district(s) will which codifies these architectural, setback, and height standards.
Should a form-based code be desired, it would be funded and developed by a separate implementation action. Clear guidance and illustrative examples should be included for the following topics:
• Urban Design and Architecture, including specific direction on height, massing, fa<;ade articulation, setbacks, and other considerations to meet the desired architectural standards for the Station Area;
• Utility and Infrastructure Planning, including typical sections with standard utility placement of dry and wet utilities and standard frontage placement of appurtenances, trees and streetscape amenities.
• Streetscape and circulation with an emphasis on new roadways/paths leading to and from the Station Area (both Caltrain/ACE and the future BART Phase II Station), including Sustainable/Complete Streets; and
• Open/Shared Spaces, including a focus on shared public spaces at/near the Station and the interface of private developments with the public realm. The City has a standard for park plan dedication, which states that 2.6 to 3 acres of new parkland should be provided for every 1,000 new residents. Recent specific plans have not accomplished this and have instead acknowledged publicly-accessible open space on private land.
• Green stormwater infrastructure to provide for the sustainable processing of stormwater runoffs from new infrastructure in the Station Area.
Task 6.5 Deliverables:
• Draft Design Standards and Zoning District(s)
• Revised Draft Design Standards and Zoning District(s) TASK 7: DRAFT STATION AREA SPECIFIC PLAN
7.1: Develop Draft Specific Plan Chapters
The Specific Plan will serve as the City's long-range, comprehensive land use and circulation plan for guiding development around the Santa Clara Station. The Consultant team will create the Draft Specific DocuSign Envelope ID: EBBDAFDC-4DC9-4942-83C6-4EDDEE6CB0CF
MTC/VTA
Master Funding Agreement
Supplement No. 6 - Santa Clara Downtown Station Area Specific Plan
Plan based on the results of prior tasks and the community engagement process. The Consultant will finalize the Draft Specific Plan Chapters based on City staff comments.
The Consultant will also develop a template for the Draft Specific Plan document in Adobe InDesign or comparable layout program. Each chapter shall identify principles for the given topic supported by goals, policies, standards, and guidelines as appropriate, including objective design standards. The Draft Plan shall include supporting graphics, maps, and images that supp01i the narrative.
At a minimum, the Specific Plan should include the following chapters:
• Introduction
• Vision and Guiding Principles
• Goals and Policies
• Land Use Plan
• Circulation and Parking
• Implementation Chapter
• Urban Design Guidelines and Objective Standards (Building, Open Space, Streetscape/Public Realm)
Task 7.1 Deliverables
• Administrative Draft Station Area Specific Plan:
o One (1) Microsoft Word copy of the Plan (text only);
o One (1) Adobe InDesign template for the Plan document; o One (1) Adobe InDesign copy of the Plan;
o All electronic source files used to create the document; and o All supplementary electronic files to the report.
7.2: Community Open House #1 and TAC Meeting #3
The Consultant will assist City Staff in hosting an open house to present the Draft Plan to the community and provide an opportunity for the community to comment. The Consultant will prepare the Power Point Presentation and exhibition boards for the open house. An Open House Summary Memo will be prepared by the Consultant and published on the City's website within two weeks of the workshop. The Consultant will also convene and facilitate a third TAC meeting around the same time as the Community Open House.
Task 7.2 Deliverables:
• Draft and Final Open House materials (agenda, sign-in sheet, presentations, boards, etc.) • Draft and Final Open House Summary Memorandum
• Draft and Final TAC meeting materials (agenda, sign-in sheet, presentations, boards, etc.) • Draft and Final TAC meeting summary Memorandum
TASK 8: TRANSPORTATION IMPACT PARKING ANALYSIS
8.1 Transportation Impact Analysis (TIA)
Consultant will analyze development scenario(s) for Traffic Level of Service (LOS) impacts in accordance with the City's Transportation Policy and will propose and analyze a range of options DocuSign Envelope ID: EBBDAFDC-4DC9-4942-83C6-4EDDEE6CB0CF
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Master Funding Agreement
Supplement No. 6 Santa Clara Downtown Station Area Specific Plan
including physical roadway capacity and transportation demand management strategies to address any adverse effects. The Consultant shall assume 40 intersections and three scenarios (Existing, Background, Background Plus Project, Cumulative, and Cumulative Plus Project). City Staff will work with the Consultant to confirm the number of intersections and scenarios to be included in the preferred alternative scenario. City Staff can also facilitate outreach and coordination to the San Jose Depaitment of Transpo1tation to confirm their TIA guidelines/requirements for any shared intersections/roadways in the Station Area. Any physical roadway capacity improvements will take into consideration Complete Streets and safety principles. The memorandum for this subtask will be combined with subtask 7.2.
Suggested physical capacity or signaling improvements should be reflected/documented in Task 8.1.
8.2: Parking Analysis
This subtask will also include a parking demand management analysis consistent with the preferred alternative and overall plan vision. The Consultant will establish a cumulative parking demand and identify demand management strategies to implement the preferred plan. The analysis will utilize ULI shared parking strategies and ITE methodologies. Coordination with the VTA BART Phase II Team and other transit providers at the Santa Clara Station will be necessary to reflect park-and-ride trips into the demand analysis. The analysis will also quantify the parking demand reduction expected due to proximity to high quality transit service and the proposed mix of land uses. The Consultant will integrate strategies to manage curb management and on-street parking facilities into the larger parking strategy. Fmthermore, the Consultant will provide a high-level analysis of potential reductions in parking demand from increased use of rideshare and reduced auto-ownership among growing segments of the population. The Consultant will also develop recommended changes to the City's adopted parking standards, including shared parking considerations. The TIA and parking analysis will be documented in a summary memorandum with any associated technical appendices.
Deliverables (8.1 and 8.2):
• 8.2: Admin Draft Transpmtation Impact Analysis and Parking Demand Management Memorandum
• 8.2: Draft Transpo1tation Impact Analysis and Parking Demand Management Memorandum • Final Transpmtation Impact Analysis and Parking Demand Management Memorandum TASK 9: INFRASTRUCTURE FINANCING
9.1 Infrastructure/Public Services and Implementation
The Consultant shall include information about services and infrastructure needed to implement the Plan, including specific policies regarding utilities, public safety, and parks.
The Plan shall also identify actions and strategies for its implementation, including needed infrastructure improvements and financing strategies to enable these improvements, such as roadways, stormwater treatment, parkland and facilities, enhanced or new pedestrian and bicycle facilities, public safety (fire & police) equipment or infrastructure needs to address growth, and electric utility infrastructures to meet electric demand. An evaluation of projected costs and revenues associated with the proposed improvements, including new streets, other public facilities, and utility infrastructure, and its potential effect on the City's budget should also be included. Specifically, sewer models including pump station DocuSign Envelope ID: EBBDAFDC-4DC9-4942-83C6-4EDDEE6CB0CF MTCNTA
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Supplement No. 6 Santa Clara Downtown Station Area Specific Plan
capacity- will need to be run once the sizing of the Specific Plan land use mix is determined (i.e., number of housing units and square footage of commercial space). Studying potential relocation of existing SVP utilities infrastructure affected by plan and new SVP electric infrastructure that might be required to be able to serve intensified uses in the Station Area.
9.2 Infrastructure and Amenities Financing
This task is focused on determining the necessary infrastructure (including water treatment facilities), cost estimates, and phasing to implement the Specific Plan. Consultant will identify the specific cost of the infrastructure items and the impact fees associated with each to assist the City with bringing forward an area impact fee to City Council. Consultant will also develop financing strategy such as infrastructure fee and/or assessment district to finance the construction in a manner consistent with development timing (including parkland/open space). Multimodal and streetscape improvements, such as enhanced or new bicycle and pedestrian facilities, street furniture, and streetscape improvements that would suppo1i Transit-Oriented Communities and Complete Streets should be included.
Deliverables (9.1 and 9.2):
• Draft Infrastructure Summary Memorandum
• Final Infrastructure Summary Memorandum
TASK 10: DRAFT SPECIFIC PLAN REFINEMENT
10.1 Plan Refinement
The Consultant will refine the Draft Plan from Task 6 based on the comments received from the Open House, TAC meetings and City Staff. The plan refinement may require multiple revisions (up to three) in coordination with City Staff. The Consultant should propose a alternatives analysis process for arriving at the preferred alternative. The timing of Open House #2 (Task 8.2) should be strategically timed to allow for final community feedback into the Draft Final Plan to be presented to the Planning Commission and City Council in the next phase of work.
Task 10.1 Deliverables:
• Draft Final Station Area Specific Plan:
o One (1) Adobe InDesign copy of the Plan;
o All electronic source files used to create the document; and o All supplementary electronic files to the report; and o One (1) fully editable PDF copy of the Plan
TASK 11: CALIFORNIA ENVIRONMENTAL QUALITY ACT {CEOA) CLEARANCE The Consultant will prepare a program-level Initial Study and likely environmental impact rep01i (EIR) with necessary technical studies. Together, these studies will thoroughly and adequately assess the impacts of the Draft Specific Plan and comply with the provisions of the California Environmental Quality Act (CEQA).
11.1: Define Project, Review Data, Determine Existing Conditions, and Determine CEQA Strategy The Consultant shall work with City staff to define and determine the CEQA strategy necessary to prepare and complete the required CEQA documentation for adoption of the Specific Plan. The DocuSign Envelope ID: EBBDAFDC-4DC9-4942-83C6-4EDDEE6CB0CF
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Master Funding Agreement
Supplement No. 6 - Santa Clara Downtown Station Area Specific Plan
Consultant shall pmiicipate in a kick-off meeting and any needed follow-up communication to determine the CEQA strategy and schedule. This work should include but is not limited to: defining the scope, identifying the sections to include in the environmental document, collecting the necessary data and research, and determining the existing conditions.
Task I I.I Deliverables:
• Attend CEQA Clearance Kick-off meeting
• CEQA Strategy and Schedule Memorandum
11.2 Prepare Draft Environmental Review Clearance Documents The environmental review scope is anticipated to include a program level Initial Study with technical studies, and Negative Declarations or Mitigated Negative Declarations that tier off of the ce1iified Environmental Impact Repo1i (EIR) for the City of Santa Clara 2010-2035 General Plan. However, an EIR may also be required. The document will address all required CEQA topics. The selected Consultant may include sub-consultants to conduct environmental review in specific technical areas. At a minimum, technical studies will be required for cultural resources, traffic, and air quality.
Environmental Review Clearance documents shall incorporate results of water supply assessments and hydraulic studies. Consultant should be able to prepare recommendations to address potential water supply impacts that may arise.
Task 11.2 Deliverables:
As necessary, depending on the determined CEQA strategy, the following deliverables may be applicable:
1. Prepare a Notice of Preparation (NOP) ( one draft and one final).
2. Attend and assist City staff with the scoping meeting; review, compile, and respond to comments received.
3. Prepare Administrative and public Draft EIR.
4. Prepare a Notice of Completion (NOC) and Notice of Availability (NOA) (one draft and one final).
5. Prepare the First Amendment to the Draft EIR; including Response to Comments, Mitigation Monitoring and Rep01iing Program, CEQA Findings, and Statement of Overriding Considerations, if applicable.
6. Notice of Determination (NOD) (one draft and one final).
7. Attend one (1) Planning Commission and one (1) City Council hearing.
8. Prepare the final integrated environmental document (Adobe PDF, searchable and fully accessible)
TASK 12: PLANNING COMMISSION AND CITY COUNCIL MEETINGS
The Consultant shall attend and suppo1i staff in presenting the Specific Plan at study sessions and public hearings before the Planning Commission and City Council to adopt the Plan. Specifically, this includes two (2) Planning Commission Study Sessions, two (2) City Council Study Sessions, one Planning Commission recommendation hearing, and one City Council adoption hearing. The Consultant will also DocuSign Envelope ID: EBBDAFDC-4DC9-4942-83C6-4EDDEE6CB0CF MTCNTA
Master Funding Agreement
Supplement No. 6 Santa Clara Downtown Station Area Specific Plan
prepare PowerPoint presentations for Planning Commission and City Council Meetings and assist with supplying materials to support the staff reports.
Task 12.1: Planning Commission Study Sessions and Hearings The Consultant shall make changes to the Draft Final Specific Plan (text and/or graphics) based on the Planning Commission's recommendations.
Task 12.2: City Council Study Sessions and Hearings
The Consultant shall make changes to the Draft Final Specific (text and/or graphics) based on the City Council's recommendations.
Deliverables (12.2 and 12.2)
• Attend Planning Commission Hearings
• Attend City Council Hearings
• PowerPoint Presentations
TASK 13: OPTIONAL TASKS
Should the Consultant identify an additional topic that should be addressed in the Specific Plan, they are encouraged to propose additional topics. Consultants should include work plan language and pricing for any additional/optional tasks proposed.
SCHEDULE
DELIVERABLE EXPECTED DATE
OF COMPLETION
Task 1 - Project Initiation and Management
1. 1 Kick-off Meeting and Site Visit October 2022
1.2 Project Management and Meetings On-Going
1.3 Community Engagement Strategy November 2022
Task 2 - Community Task Force Engagement
Station Area Task Force (SATF) Meetings (15) On-Going
Task 3 - Existing Conditions Analysis
3 .1 Base Map Development November 023
3.2 Existing Conditions Repo1i December 2023
Task 4 - Opportunities, Constraints, and Economic Analysis
4.1 Economic and Financial Analysis January 2023
DocuSign Envelope ID: EBBDAFDC-4DC9-4942-83C6-4EDDEE6CB0CF
MTC/VTA
Master Funding Agreement
Supplement No. 6 - Santa Clara Downtown Station Area Specific Plan
DELIVERABLE EXPECTED DATE
OF COMPLETION
4.2 Community Workshop #1 - Identifying
Opportunities and Constraints Janumy 2023
4.3 Setting, Opportunities, and Constraints Summary February2023 Task 5 - Vision Plan
5 .1 Vision Charette and Stakeholder Interviews February 2023
5.2 Community Workshop #2 Vision March 2023
5.3 TAC Meeting #1 - Vision February 2023
5.4 Vision Plan March 2023
Task 6 - Alternatives Development
6.1 Plan Alternatives and Concept Study April 2023
6.2 Community Workshop #3: Alternatives May 2023
6.3 TAC Meeting #2 (Alternatives) April 2023
6.4 Preferred Alternative May 2023
6.5 Urban Design, Streetscape, and Open Space
Standards June 2023
Task 7 - Draft Station Area Specific Plan
7.1 Develop Draft Specific Plan Chapters July 2023
7 .2 Community Open House # 1 August 2023
7.3 TAC Meeting #3 July 2023
Task 8 - Transpo1iation Impact Parking Analysis
8.1 Draft Transportation Impact Analysis (TIA) and
Parking Demand Management Memorandum May 2023
8.2 Final Transportation Impact Analysis (TIA) and
Parking Demand Management Memorandum July 2023
Task 9 - Infrastructure Financing
9 .1 Infrastructure/Public Services and Implementation July 2023
9.2 Infrastructure and Amenities Financing August 2023
Task 10 - Draft Specific Plan Refinement
10.1 Plan Refinement October 2023
Task 11 - CEQA Clearance
10.1 Define Project, Review Data, Determine Existing
Conditions, and Determine CEQA Strategy May 2023
10.2 Water Supply Assessment June 2023
10.3 Prepare Draft Environmental Review Clearance
Documents December 2023
DocuSign Envelope ID: EBBDAFDC-4DC9-4942-83C6-4EDDEE6CB0CF
MTC/VTA
Master Funding Agreement
Supplement No. 6 - Santa Clara Downtown Station Area Specific Plan Page21
DELIVERABLE
Task 12 - CEQA Clearance
11.1 Planning Commission Study Sessions and
Hearin s
11.2 City Council Study Sessions and Hearings
Task 13 - Optional Task
12.1 Set Aside/Contingency
EXPEcii~'-~fiiM!
OF COMPLETION
January 2024
February 2024
NIA
DocuSign Envelope ID: EBBDAFDC-4DC9-4942-83C6-4EDDEE6CB0CF
MTC/VTA
Master Funding Agreement
Supplement No. 6 - Santa Clara Downtown Station Area Specific Plan
Annex II
Project Schedule, Budget and Payment
FIRM-FIXED PAYMENT
Payment to AGENCY shall be due in the firm fixed amounts indicated below, upon acceptance by the MTC Project Manager of the following deliverables or milestones, described in detail in Annex I:
, ................. ~ ....................................................... ~~~~~~~·~~~~ ...................................................... E~p~~t~·d ... C~~pl~i'i~~ ........................ ~.~~~~~~~·~ .. ~·~d~~~· ......... .. ................................................................................................................................................................................................ ~ .................................................................................................................... .. ................. 1 ................... Tasks .. 1, .. 3 , .. and .. 4.,Deliverables * .................................. F ebruary .. 2023 .......................................................... $.1.00,000_.00 .......... . ................. ?. .................... I~.s.~.s. ... ?. ... ~~~ .. ?. .. P..~.UY.~.1:~.~.1.~.s. ...................................................... ..!.1:!.~~ .. .?..Q.?.} ................................... + ............................... $. 1. o o, ooo. 00 .......... . ................. 3 ................. l..Tasks.7 .. and .. 8 .. Deliverables ...................................................... July 2023 .................................................................. $.100,000.00 .......... . ................ 4 ................ 1 .. Tasks...9, ... 10 .. and}) ... Del.iverables .............. · ................. February.2024 .......................................................... $.1.00,000_.00 .......... . .................................................................................................................................................... TOTAL.NOT .. TO .. EXCEED .......................................... $400,000.00 .......... . *Note: Task 2 deliverables are funded by a different source (Federal Transit Administration grant funds).
RECIPIENT shall submit an invoice identifying the project deliverable or milestone for which payment is sought no later than thi1iy (30) days after MTC's acceptance of such deliverable/milestone.
CONTRACT APPROVAL SHEET
AGE CY: I MTC Con Tracker#: I Contract No.
(Acctg. use only): I
NAME OF CONTRACTOR/CONSULT ANT: Santa Clara Valley Transportation Authority .PROJECT Master Funding Agreement and Program Supplement Agreement for Planning, Programming, TITLE: Transportation, Transit, Land Use, or Other Projects Amount I Approval by Committee Approval Grant/ I Grant No./ Allocation No.I.
ED or Date .4ttucl, moe<r recent IA I location ame Funding Source (Acctg.) Committee ~ig11ed Cmmn. memo
{specify) I
- Original $0 PAC July 2016, MTC STP
Contract: Resolution 0 . 420 2, Federal Funds: Yes* I X Revis~'t"l [ No I *!jjes,_please complete the form saved at J:\CONTRACT\Contract Fonnats\rORMATS\I Oc.odf ' Amend #1: $6,078.000 • PAC July 2016, MTC STP STPL 6084(206) Resolution No. 420 2.
Revised
IA mend /fl.:
Amend 11 3: .._
Work Item: 1512 Sole Source: Yes D □ IA ✓ delete 2 check marks. If yes, attach signed sole source -- Fiscal Years: FY 17/18 thru FY 27/28 Justification
lnsuran:ce Code: Insurance Exceptions: I
Contractor Contact./EmaiJ: Carolyn Gonot, Carolyn.gonotlalvta.org Contractor Address: 3331 North First Street, San Jose, CA 95134 HPROJECT\Funding\CMA Planning\CMA Master Agreemcms\Contraol Approval Sheets\Santa Clara Contract Approval SheeLdocic Project Manager:
Section Director:
Budget Review:
Contract
Administration 1:
IT Review:
Office of General
Counsel:
Deputy E ecutive
Director:
REVIEW LIST
~;1/~ ti-~ .,z o r;i
Pre Award Audit Re
Public Works:
Anne Richman _ /L---'"
7Andrew Nguyen
C)nt!hia Segal/Matt Lavrim•ts(J eslia Mie3Sfler
Date:
uired:
Date:
Date:
Date:
Date:
Date:
Ip Ft
Yes No
No
lt/tt?}!)=
6M2 7
X
X
Deputy Executive
Director:
Finance ection:
{IL------
Return to Contract Administration
Date: ii ( 7,rtfl }
Date: 11~ f'Dl:Y
RECEIVED
1 Includes DBE review for all federally-funded contructs. 1 Reviews all procurements and contracts from OP , EPS. T S, BATA, BAI-IA, MTC AFE, and BAIFA funded work ' Reviews all procurements and contracts from Planning, PAA, LPA and AD . u
MTC LEGAL DEPT
MASTER FUNDING AGREEMENT
BETWEEN THE METROPOLITAN TRANSPORTATION COMMISSION
AND
SANT A CLARA VALLEY TRANSPORTATION AUTHORITY
PLANNING, PROGRAMMJNG,
TRANSPORTATION, TRANSIT, LAND USE OR OTHER PROJECTS
FOR
FISCAL YEAR 2017-18 through FISCAL YEAR ~ 9-28
oJ c@ _,, 7, 1
MASTER FUNDlNG AGREEMENT
BETWEEN THE METROPOLITAN TRANSPORTATION COMMISSION
AND
SANTA CLARA VALLEY TRANSPORTATION AUTHORITY
PLANNING, PROGRAMMINGt
TRANSPORTATION, TRANSIT, LAND USE OR OTHER PROJECTS
FOR
FISCAL YEAR 2017-18 through FISCAL VEAR 2026-27
TABLE OF CONTENTS
ARTICLE PAGE
1.0 GENERAL ............................................................................................................................ l
2.0 INTERAGENCY AGREEMENT ADMINISTRATION .............................................. 2
3.0 FUNDING .......................................................................................................................... 2
4.0 TERM ................................................................................................................................. 3
5.0 PAYMENT ............................................................................................................................ 3
6.0 DELAYS AND FAILURE TO PERFORM .................................................................... 3
7.0 _AMENDMENTS ............................................................................................................... 3 8,0 TERMINATION ................................................................................................................ 4
9.0 USE OF TffiIID PARTY CONTRACTS ....................................................................... 4
10.0 INDEMNIF[CATION ...................................................................................................... 4
11.0 LAWS AND REGULATIONS ......................................................................................... 4
12.0 RECORDS .......... , .............................................................................................................. 4
13.0 AUDITS ............................................................................................................................. S
14.0 SUBCONTRACTS ...................................................... lll • ••••••••••••••••••••• •••.•••• •••••••••••••••••••••••• 5
15.0 PROHIBITED INTERESTS ........................................................................................... 6
16.0 ORGANIZATIONAL CONFLICTS OF INTEREST ................................................... 6
17.0 CHOICE OF LAW ........................................................................................................... 7
18.0 PARTIAL INVALIDITY ................................................................................................. 7
19.0 NO TlllRD PARTY BENEFICIARIES ......................................................................... 7
20.0 ORDER OF PRECEDENCE ........................................................................................... 7 EXHIBIT A, FORM OF SUPPLEMENT ................................................................................... 9 EXIOBIT B-t, ADDlTIONAL TERMS AND CONDITIONS (GENERAL) ....................... 11 EXHIBIT B-2, ADDITIONAL TERMS AND CONDITIONS (FEDERALLY REQUIRED CLAUSES) ................................................................................................................................... 12 CERTIFICATION OF RESTRICTIONS ON LOBBYING ................................................... 20 EXHIBIT B-3, ADDITIONAL TERMS AND CONDITIONS (ST ATE REQUIRED CLAUSES) ................................................................................................................................... 21 EXHIBIT B-4, ADDITIONAL TERMS AND CONDITIONS (PREVAILING WAGE RA TES, APPRENTICESHlPS, AND PAYROLL RECORDS, NON FEDERALLY FlJNDED AGREEMENTS) ....................................................................................................... 34 EXIDBIT B-5, ADDITIONAL TERMS AND CONDITIONS (PREVAILING WAGE
RATES, APPRENTICESHIPS, AND PAYROLL RECORDS, FEDERALLY FUNDED AGREEMENTS) ......................................................................................................................... 35 EXHIBIT B-6, ADDITIONAL TERMS AND CONDITIONS {RMl, RM2, AB 1171) ....... 47 EXHIBIT B-7, ADDITIONAL TERMS AND CONDITIONS (STP) .................................... 53 EXHIBIT B-8, ADDITIONAL TERMS AND CONDITIONS (SHRP2) .............................. 57 EXHIBIT C, FORM 10-C .......................................................................................................... 61 MTCNTA
Master Funding Agreement for FY 2017-18 through FY 2026-27 Page J
MASTER FUNDING AGREEMENT
Between METROPOLITAN TRANSPORTATION COMMISSION
And SANTA CLARA VALLEY TRANSPORTATION AUTHORITY
For PLANNING, PROGRAMMING,
TRANSPORTATION, TRANSIT, LAND USE OR OTHER PROJECTS
Tbis Master Funding Agreement, effective as or July l, 20 17 (this "Master Funding Agreemenf' or "Agreement"), is entered into by and between the Metr9politan Transportation Commission (hereafter "MTC0), a regionaJ transportation planning agency established pursuant to California Government Code§ 66500 et seq., and Santa Clara Valley Transportation Authority (hereafter "AGENCY"). MTC and AGENCY are collectively referred to herein as ·'the Parties." WlTNESSETH
WHEREAS, MTC has been designated as the Metropolitan Planning Organization (MPO - federal) and the Regional Transpo1tation Phmning Agency ("RIPA" - state) for the San Francisco Bay Region; and
wr IEREAS, MTC from time to time expects lo provide fonds available to it as MPO, RTPA or otherwise to AGENCY; and
WHEREAS, it is expected that these funds wi ll be used for planning, programming, transportation, transit. land use or other projects relevant to MTC or its statutory purposes (the "Project" or "Projects"); and
WJ-fEREAS, the Parties wish to set forth the terms and conditions under which MTC may from time to time provide funding to AGENCY for the period from July I. 20 I 7 to June 30, 2028;and
WHEREAS, before MTC will make funds available hereunder. MTC and AGENCY will enter into at least one Supplement to this Master Funding Agreement. which must be in substanti'ally the form attached hereto as Exhibit A (each. a "Supplement") to establish the terms and conditions applicable to AGENCY when receiving fu nds for the Project; NOW. THEREFORE, the Parties hereto agree as follows:
1.0 GENERAL
This Master Funding Agreement shall have no force and effect with respect to a Project or any por1ion thereof unless and until a Supplement has been fully executed by both MTC and MTCNTA
Funding Agreement for PY 2017-18 to PY 2026-27
Page2
AGENCY governing the relevant Project. Exhibit A, Form of Supplement, is artached hereto and incorporated herein. Each Supplement shall include the following information:
a. A description of the applicable Project scope of work; b. A maximum payment amount for Lhe applicable Project scope of work; c. An indication of whether the various clauses attached hereto as Exhibits 8-1 through B-7 shall apply to AGENCY's implementation of the applicable Project scope of wotk:
d. Any additional covenants, conditions, restrictions or reporting requirements that apply to the applicable Project scope of work or funding source MTC is providing to AGENCY:
e. Identification of the MTC and AGENCY project managers for the applicable Project scope of work;
f. The estimated budget and payment milestones for the applicable Project scope of work; and
g. Any MTC or AGENCY resolutions, authorizations or approvals, or any other key documents, relevant to the applicable Project scope of work or funding sow·ce MTC is providing to AGENCY.
Upon execution by MTC and AGENCY of such a Supplement, AGENCY shall assume the responsibility for implementing the applicable Project scope of work. and MTC will administer funding to AGENCY in accordance with this Agreement. the applicable Supplement, and any other documents incorporated by reference into such Supplement.
2.0 INTERAGENCY AGREEMENT ADMINISTRATION
The administration of this Agreement will be conducted by MTC staff. Day-to~day management of individtial projects required under this Agreement is assigned to the appropriate Project Manager at AGENCY and Project Manager at MTC, as set forth in the applicable Supplement.
3.0 FUNDING
A. The total compensation to be paid to AGENCY under this Agreement shall be the sum of the amounts of compensation payable to AGENCY as set forth in each Supplement.
B. AGENCY and MTC jointly agree to exe1t their best efforts to manage each component of the Project in such a way that prevents costs from exceeding the estimated budget set fmth in the applicable Supplement.
C. Reimbursement of AGENCY travel expenses and per diem rates are no1 to exceed the rate specified by the Slate of California Department of Personnel Admi.nistration for similar employees (i.e. non-representative employees)
4.0 TERM
MTC/VTA
Funding Agreement for PY 2017-18 to FY 2026-27
This Agreement is in effect from July 1, 2017 to June 30, 2027. This Agreement term may be extended by mutual written agreement
5.0 PAYMENT
Contingent upon AGENCY's satisfactory completion of work products or milestones, as applicable, required under the applicable Supplement, AGENCY shall submit invoices to MTC for that portion of the funds available to AGENCY lhat have been expended. This invoice will be in the format and provided no more frequently than prescribed by MTC in the applicable Supplement. In addition, all supporting documentation must accompany expenditures included on AGENCY invoices. Payment shall be made by MTC within thirty (30) days of receipt of an acceptable invoice, which shal I be subject to the review and approval of MTC' s Project Manager or a designated representatjve. Approval of an invoice shall not be unreasonably withheld.
AGENCY should submit invoices electronically via email to MTC at [email protected] or deliver or mail invoices to MTC, as follows:
Attention: Accounting Section
Metropoli tan Transportation Commission
Bay Area Metro Center
375 Beale Street, Suite 800
San Francisco, CA, 94 J 05
6.0 DELAYS AND FAILURE TO PERFORM
Whenever AGENCY encounters any difficulty that will delay timely performance of work, AGENCY shall notify MTC in writing. The parties agree to cooperate to work out a mutually satisfactory course of action.
tr MTC detennines that (a) AGENCY's fa ilure to complete a product on a timely basis is due to causes solely within AGENCY's control; and/or (b) AGENCY has failed to consider MTC recommendations aimed at facilitating progress toward that product, MTC may impose such sanctions as it may determine appropriate. Sanctions may include withho lding of commensurate payment due uoder this Agreement until compliance is achieved.
7.0 AMENDMENTS
This Agreement or any Supplement hereto moy be amended by mutuaJ agreement of MTC and AGENCY at any time during the te11n of the Agreement. All such changes shall be incorporated in written amendments, which shall specify the changes in work pcrfonned and any a<ljustme11ts in compensation and schedule. All amendments shall be executed by the authorized Executive or a designated representative o f MTC and AGENCY and specifically identified as
MTC/VTA
funding Agreement for rY 2017-18 lo FY 2026-27
amendments to UH! Agreement. The MTC Project Manager is not a designated l'epresentative. for purposes of executing an amendment.
8.0 TERMJNA TION
Either party may terminate this Agreement. in whole or in part, at any time upon ninety (90) days· written notice. fn this event, AGENCY shall submit a requisition to MTC for an amount representing the actual cost of services performed up to the effective date of termination for which AGENCY has not been previously reimbursed. In no event shall the maximum expenditure allowed under this Agreement, as it may be adjusted by a written amendment signed by both parties, be exceeded. Upon payme11t of the amount found due, MTC shall be under no further obligation to AGENCY, monetarily or otherwise.
9.0 USE OF THIRD PARTY CONTRACTS
AGENCY may subcontract or subvene funds to local agencies, consultants or contractors for performance of portions of the work required under this Agreement, without the prior writtc1\ consent of MTC, provided AGENCY complies with any other applicable requirements of this Agreement and the applicable Supplement hereto, and applicable federal and state requirements. lO.O TNDEMNJFICATION
AGENCY shall indemnify, defend, and hold harmless MTC, its Commissioners, representatives, agents and employees from and against all claims, injury, suits, demands, liability, losses., damages and expenses, whether direct or indirect (including any and all costs nnd expenses in connection therewith), incurred by reason of any act or failure to act of AGENCY, its officers, employees or agents, or subconsultanls or any of them in connection with this Agreement.
11.0 LAWS AND REGULATIONS
AGENCY shall comply with any and all laws, statutes. ordinances, rules. regulations or requirements of the federal, state and/or a local government, and of any agency thereot: including but not limited to the California Department of Transportation (Caltrans) Local Assistance Procedures Manual, as they exist at the time of execution of the Agreement and as they may be amended in the future, which relate to or in any manner affect the performance of this Agreement and any Supplements.
12.0 RECORDS
AGENCY agrees to establish and maintain an accounting system conforming to generally accepted accounting principles (GAAP) that is adequate to accumulate and segregate reasonable, allowable. and alloL'.able project costs. AGENCY further agrees to keep all records pertaining to
MTC/VTA
Funding Agreement for FY 2017-18 to FY 2026-27
the Project(s) being funded for audit purposes for a minimum of: (a) lhree (3) years fol lowing final payment to AGENCY, (b) four (4) years following the fiscal year of last expenditure under the Agreement; or (c) until completion of any litigation, claim or audit, wl1ichever is longest.
13.0 AUDITS
AGENCY shall permit MTC and MTC's authorized representatives to have access to AGENCY's books, records, accounts, and any and all work products, materials. and other data relevant to this Agreement, for the purpose of making an audit, examination, excerpt and tt·anscription during the term of this Agreement and for the period specified in Article 12.
AGENCY shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts., work products, materials and data fot that period of time. Such permission shall extend to books, records, accounts, and any and all work products, materials0 and other data releva·nt to this Agreement of the AGENCY's contractors and subcontractors, if any. If applicable, should MTC request access to the construction sjte and related field operations, MTC shall provide reaso11able notice to AGENCY, and AGENCY shall provide access as it deems reasonable and safe, subject to the rights of the property owner if such owner is not AGENCY.
AGENCY further agrees to include in all its subcontracts hereunder exceeding $25,000 a provision to the effect that the subconsultant agrees that MTC or any ofMTC's duly authorized representatives shall have access to and the right to examine any directly pertinent books, documents, papers, and records of such subconsultant for the tem, specified above. "Subconsultant" is defined in Article 14.0 Subcontracts, below.
14.0 SUBCONTRACTS
A. For purposes of this Agreement, ·'st.Jbcoosultant" shall mean any consultant or contractor under contract with the AGENCY to perform Project work. Any subconsultants must be engaged under written contract with AGENCY with provisions allowing AGENCY to comply with all requirements of this Agreement. Failure of a subconsultant to provide any insurance required under this Agreement shall be at the risk of AGENCY. MTC's Project Manager shaJl be notified in writing of any substitution or addition of subconsultants. Further, within thirty (30) days of executing an agreement with a subconsultant. AGENCY shall complete Form I 0-C. as may be revised by the Caltrans from time to time, the current version of which is attached heteto as Exhibit C, Form 10-C, and submit it to MTC's Project Manager. MTC shall not process payment of any invoice under the applicable Supplement relating to work by a subconsultant unless AGENCY shall have submilted to MTC a Form I 0-C with respect to its contract with such subconsultant.
B. Nothing contained in this Agreement or otherwise. shall create any contractual relation between MTC and any subconsultanls. ancl no subcontract shall relieve AGENCY of MTC/YT/\
Funding Agreemeot for FY 20 I 7-1 S to FY 2026-27
his/her responsibilities and obligations hereunder. AGENCY agrees to be as fulJy responsible to MTC for the acts and omissions of its subconsultants and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by AGENCY. AGENCY'S obligation to pay its subconsullants is an independent obligation from I\IITC's obligation lo make payments to AGENCY.
C. Applicable provisions of this Agreement sha ll be included in any subcontract or subconsultant agreement in excess of $25,000 entered into under of this Agreement.
15.0 PROHIBITED INTERESTS
No member, officer, employee or agent of MTC, during his/her tenure shall have any pt•ohibited interest as defined by California Government Code Sections 1090, et seq., direct or indirect, in the Agreement or the proceeds thereof. Prohibited interests include interests of immediate family members, domestic partners. and their employers or prospective employers.
Accordingly, AGENCY further covenants that it has made a complete disclosure to MTC of all facts of which AGENCY is aware upon due inqlliry bearing u_pon any possible interest, direct 01· indirect, that it believes any member, officer, agent or employee of MTC (or an immediate family member, domestic partner or employer or prospective employer of such member, officer, agent or employee) presently has, or will have in the Agreement, or in the performance thereof, or in any portion of the profits thereunder. Willful failure to make such disclosure, if any, shall constitute grounds for cancellation and termination hereor by MTC.
16.0 ORGANIZATIONAL CONFLICTS OF INTEREST
AGENCY shall take all reasonable measures to preclude the existence or development of an organizational conOict of interest in conneclion with work performed by subconsultants or subcontractors under this Agreement. An organizational conflict of interest occurs when. due to other activities, relationships. or contracts. a Cirm or person is unable, or potentially unable. to render impartial assistance or advice to MTC or AGENCY; a firm or person's objectivity in perfonning the contract work is or might be impaired; or a firm or person has an unfair competitive advantage in proposing for award of a contract as a result of information gained in performance of Lhis or some other Agreement.
AGENCY shall not engage the services of any subconsultant or subcontractor on any work related to this Agreement if the subconsultant or subconlractor, or any employee of the subconsultant or subcontractor, has an actual or apparent organizational conflict of interest related to work or services contemplated under this Agreement.
If at any time during the term of this Agreement AGENCY becomes aware ofan organizational conflict of interest in connection with the work performed by a subconsultant or subcontractor hereunder. AGENCY shall immediately pl'Ovidc MTC with written notice of the MTCNTA
FundingAgreemeat for FY 2017-18 to FY 2026-27
Pag.e 7
facts and circumstances giving rise Lo this organizational conflfct of interest. AGENCY's written notice will also describe alternatives for addressing or eliminating the organizational conflict of interest. [fat any time during the period of performance of this Agreement, MTC becomes aware of an organizational conflict of interest in connection with perfonnance of any work hereunder by a subconsultant or subcontractor, MTC shall similarly notify AGENCY. In the event a conflict is presented, whether disclosed by AGENCY or its subconsultant or subcontractor, or discovered by MTC, MTC will consider the conflict presented and any alternatives proposed and meet with AGENCY to determine an appropriate course of action. MTC's determination as to the manner in which to address the conflict shall be fmal.
Failure to comply with this section may subject AGENCY or its subconsultant or sl1bcontractor to damages incurred by MTC in addressing organizational con f1icts that arise out of work performed by such subconsultant or subcontractor, or to termination of this Agreement for breach.
17.0 CHOICE OF LAW
All questions pertaining to the validity and interpretation of the Agreement shall be determined in accordance with the laws of the State of California applicable to agreements made and to be performed within the State.
18.0 PARTIAL INVALIDITY
ff any term or condition of this Agreement is found to be iUegal or unenforceable, such term or condition shall be deemed stricken and Lhe remaining terms and conditions shall remain valid and in full force and effect.
19.0 NO THIRD PARTY BENEFICIARIES
This Agreement is not for the benefit of any person or entity other than the parties.
20.0 ORDER OF PRECEDENCE
1n the event of a conflict in the provisions of this Agreement, any Supplement hereto, or the Exhibits hereto incorporated by reference into such Supplement, the fol lowing order of priority shall be used in resolving such conflict: the applicable Supplement shall have first priority, then the Exhibits incorporated into sucJ1 Supplement, then this Agreement.
MTC/VTA
Funding Agreement for FY 2017-18 to FY 2026-27
JN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the day and year first written above.
METROPOLITAN TRANSPORT AT ION
COMMISSION
SANTA CLARA VALLEY
TRANSPORTATION AUTHORITY
Approved as to form:
J;\CONTRAC1\Conlracts-Ncw\CON 17-18\Funding Agrccments\CMA Master Agrecments\VTA\Mastcr Funding Agreement VTA final.doc
MTC/VTA
P'unding Agreement for PY 2017-18 to FY 2026-27
EXHIBIT A
FORM OF SUPPLEMENT
SUPPLEMENT [inse1t numbetl TO MASTER FUNDING AGREEMENT
This Supplement No. _ to Master Funding Agreement ("Supplement or ·'Agreement") is entered into this _ _ _ day of ___ , 20 l 7, by and between the Metropolitan Transportation Commission (hereafter "MTC') and [AGENCY] (hereafter "AGENCY'') and supplements the Master Funding Agreement, dated ___ , 2017, by and between MTC and AGENCY.
Pursuant to this Supplement, MTC agrees to provide an amount not to exceed ___ _ dollars($ __ ~ in [describe funding source] to AGENCY to fund the [brief description of Project] (as more fully described in Annex L hereto, the '·Supplement Project'} The estimated budget and payment milestones for the Supplement Project scope of work is attached as Annex LI be1·eto.
MTC will reimburse AGENCY for its actual eligible costs incurred for completed Supplement Project milestones or deliverubles described in Annex 11 hereto.
The Supplement Project work will commence [date), and be completed no later than 20 . --- ~
The clauses selected below and attached as exhibits to the Master Funding Agreement shall apply to AGENCY's performance of the applicable Supplement Project scope of work hereunder:
□ Exhibit B-1, Additional Terms and Conditions (General), Paragraph A □ Exhibit B-1, Additional Terms and Conditions (General), Paragraph B D Exhibit 8-2, Additional Terms and Conditions (Federally Required Clauses) D Exhibit 8 -3, Additional Terms and Conditions (State Required Clauses) □ Exhibit 8-4, Additional Terms and Conditions (Prevailing Wage Rates, Apprenticeships. and Payroll Records, Non-Federally-Funded Agreements)
D Exhibit 8-5, Additional Terms and Conditions (Prevailing Wage Rates, Apprenticeships. and Payroll Records, Federally-Funded Agreements)
□ Exhibit 8-6, Additional Terms and Conditions (RegionaJ Toll Fw1ds including RMl , RM2, and AB 1171 )
D Exhibit B-7, Additional Terms and Conditions (Regional Discretionaty federal Funds including STP and CMAQ)
[Insert any additional covenants, conditions, restrictions or reporting requirements that apply to the Supplement Project scope of work or funding source MTC is providing to AGENCY.I
MTC/VTA
Funding Agreement for rv 20 I 7- 18 to rv 2026-27
LDescribe/altach any MTC or AGENCY resolutions, authorizations or approvals, or any other key documents, relevant to the applicable Project scope of work:: or fonding source MTC i providing to AGE CY.]
The MTC Proje t Manager forthe upplement Project is [name, telephone, emai I]. The AGENCY Project Manager for the upplement Project is [name, telephone email].
This Supplement is supplemental to the Master Funding Agreement· all terms and C( nditions of the Ma ter Funding Agreement, as may be amended remain unchanged hereby. apitalized terms used but not d fined herein hall have the respective meanings assigned to them in the Master Funding Agreement.
METROPOLITAN TRANSPORTATION
COMMISSION
, teve Hern inge1·, E, ecutive Director
!AGENCY}
[Name/Title l
MTC/VTA
Master funding Agreement for FY 2017-18 through FY 2026-27
EXHIBIT B-l
ADDITlONAL TERMS AND CONDITIONS (GENERAL)
A. INSURANCE REQUIREMENTS
AGENCY shall. at its own expense, obtain and maintain (and/or cause its subconsultant(s) to obtain and maintain, as applicable) the types of insurance and financial security listed (if any) in the applicable attachment or exhibit to the relevant Supplement against claims, damages and losses due to injuries to persons or damage to property or otber losses that may arise in connection with the performance of work under such Supplement~ and in effect at all limes for the duration of such Supplement. All policies will be issued by insurers acceptable to MTC, generally with a Best's Rating of A- or better with a Financial Size Category of VIH or better, or as otherwise specified in the applicable Supplement. Notwithstanding anything to the contrary, AGENCY may satisfy the insurance requirements herein utilizing self-insurance providing equivalent coverage.
B. CLAIMS OR DISPUTES
Unless otherwise directed in writing by MTC, AGENCY shall continue performance under this Agree_ment while any matters in dispute are being resolved. Further, MTC shall pay AGENCY for any undisputed work performed by AGENCY prior to or during the resolution of the matters in dispute. In the event there is a dispute concerning the interpretation of this Agreement or any aspect of the Project that the project managers identified by MTC and AGENCY are unable to resolve, the project manager for either MTC or AGENCY may request that an ad hoc Dispute Resolution Committee ('·DRC») be convened to resolve the dispute. The DRC shall consist of two members, one appointed by the MTC Executive Director and the other appointed by the Chief Executive Officer of AGENCY. The responsibility o r chairing each ad hoc DRC shall alternate between the agencies. begi1rning with MTC. Further, disputes between MTC and AGENCY that cannot be resolved by the DRC may be submitted to alternative dispute resolution, as agreed to by the parties. Fees and expenses of the mediator will be borne equally.
MTCIYTA
Funding Agreement for FY 2017-l8 to FY 2026-27
EXHIBTT B-2
ADDlTlONAL TERMS AND CONDITTONS
PEDERALL Y REQUIRED CLAUSES
I. EQUAL EMPLOYMENT OPPORTUNTTY
In accordance with Title vr of the Civil Rights Act. as amended (42 U.S.C. § 2000d); Section VII of the Civil Rights Act of 1964, as amended (42 U.S.C. § 2000e); Section 303 of the Age Discrimination Act of 1975, as amended (42 U.S.C. § 6102); Section 202 of the Americans with Disabilities Act of I 990 (42 U.S.C. § 12132); and, for FT A-funded projects, 49 U.S.C. § 5332 and any implementing requirements that PTA may issue_ AGENCY agrees that it will not. on the grounds of race, 1·el igious creed> color, nationa I origin, age, physical disability or sex. discriminate or permit discrimination against any employee or applicant for employment.
2. DISADVANTAGED BUSINESS ENTERPRISE (DBE) POLICY
lt is the policy of MTC and lhe U.S. Depattment of Transportation to ensL1re nondiscrimination in the award and administration of DOT-assisted contracts and to create n level playing field on which disadvantaged business enterprises, as defined in 49 Code of Federal Regulations Part 26, can compete fairly for contracts and subcontracts relating to MTC's procurement and professional services activities.
AGENCY shall not discriminate on the basis of race. color. national origin or sex in the performance of the applicable Supplement. AGENCY shall carry out applicable requirements or 49 CFR Part 26 in the award and administration of DOT-assisted contracts. f'ailure by AGENCY to carry out these requirements is a material breach of contract, which may result in the temJination of the applicable Supplement or this Agreement, or such other remedy as MTC deems appropriate.
J. TITLE VI OF THE CIVIL RIGHTS ACT OF 1964
AGENCY agrees to comply with all the requirements imposed by Title VI of the Civil Rights Act of 1964 (42 U,S.C. § 2000(d)) and the regulations of the Department of Transportation issued thereL1nder (49 CFR Part 21). For FTA-funded projects, AGENCY rurther agrees to comply with the current FTA Circular 4702. LA ... No1ndiscrjmination Guidelines for FTA Recipients;' the U.S. DOT Order to Address Environmental Justice in Minority Populations and Low-Lncome Populations. and the U.S. DOT Policy Guidance Concerning Recipients' Responsibilities to Limited English Proficient (LEP) Persons.
MTC/VTA
Master Funding Agreement for FY 2017-18 through FY 2026-27
4. ACCESS REQUIREMENTS FOR INDIVIDUALS WlTI-1 DISABIUTJES AGENCY agrees to comply with all applicable requirements o[the Americans with Disabilities Act of 1990 (A DA), as amended, 42 U.S.C. § 1210 l et seq.; Section 504 of the Rehabi litatio11 Act of 1973, as amended, 29 U.S.C. § 794; Section 16 of the Federal Transit Act. as amended, 49 U,S.C. § 5310(f); and their implementing regulations.
5. STATE ENERGY CONSERVATION PLAN
AGENCY shall comply with all mandatory standards and policies relating to energy efficiency tbat are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. § 6321 ).
6. ALLOW ABTLITY OF COSTS
AGENCY shall comply with the cost principles (as applicable) in Office of Management and Budget (0MB) Circulars A-87, or A-122, or 48 Code of Federal Regulations Chapter I Part 31, or 49 Code of Federal Regulations Pan 18. or in 2 Code of Federal Regulations Patts 200 and 120 I, as applicable. [n addilion, all subcontracts must be in accordance with 2 Code off ederal Regulations Part 200, as applicable, MTC's funding agreement with DOT and any regulations, guidelines and circulars of DOT, applicable as a result of such funding agreement. Further, all subconsullants shall agree to comply with 48 Code of Federal Regulations, Chapter l, Part 3 1.
7. UCENSE FOR FEDERAL GOVERNMENT PURPOSES
FT A/FHWA reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government purposes: (a) the copyright in any work developed underthe applicable Supplement; and (b) any rights of copyright to which MTC or AGENCY purchases ownership under the applicable Supplement.
8. IDENTIFICATION OF DOCUMENTS
Al I reports and other documents completed as part of the applicable Supplement shall carry the following notation on the front cover or title page:
0The preparation of this report has been financed in part by grants from the: [seJec.t appropriate agency) Federal Transit Administration/Federal Highway Administration, U.S.
Department of Transportation. The contents of this repott do not necessarily reflect the official views or policy of the U.S. Departmeut of Transportation."
9. RECORDS
MTCNTA
Punding Agreeme·nr for FY 2017-18 to PY 2026-27
AGENCY agrees to keep all records pertaining to the project being ft:mded for audit purposes for a minimum of three (3) years following final payment to AGENCY or four (4) years following the fiscal year of the last expenditure under the applicable Supplement, whichever is longer, in accordance with generally accepted accounting principles. Copies of AGENCY audits. if any. performed during the course of Project development and at Project completion shall be forwarded to MTC no later than one hundred eighty ( 180) days after fiscal year end close.
10. AUDITS
AGENCY agrees to grant MTC, the U.S. DOT, FTA or F'HWA, as applicable, the Comptrnller General of the United States, the State of California, and their authorized representatives access to AGENCY's books, records. accounts, and any and all work products, materials, and other data relevant to the applicable Supplement, for the purpose of making an audit, examination, excerpt and transcription during the term of the applicable Supplement and for the period specified in Article l 4. AGENCY shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, work products. materials and data for that period of time. r1: as a result of any audit, il is determined by the auditor that reimbursement of any costs including profit or fee under the applicable Supplement was in excess of that represented and relied upon during price negotiaLions or represented as a basis for payment, AGENCY agrees to reimburse MTC for those costs within sixty (60) days of written notification by MTC.
AGENCY Jurther agrees to include in aU its subcontracts hereunder exceeding $25,000 a provision to the effect that the subrecipient agrees that MTC the U.S. DOT, FTA or FHWA, as applicable, the Comptroller General of the United States, the State of California, and their authorized representatives shall have access lo and the right to examine any directly pertinent books, documents, papers, and records of such subrecipient for the tern, specified above. 1 l. PLY AMERfCA REQUIREMENTS.
AGENCY agrees to comply with 49 U.S.C, 40118 (the "riy America Act'') in accordance with the General Services Administration's regulations at 41 CPR Part 301 - l0, which provide that recipients and subrecipients of Federal funds and their consultants are required to use U.S. flag air carriers for U.S. Government-financed international air travel and transportation of their personal effects or property to the extent such service is available, unless travel by foreign air carrier is a matter of necessity as defined by the Fly America Act. AGENCY shall submit, if a foreign air ca11·ier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessa1·y to use a foreign
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Funding Agreement for FY 2017-18 to FY 2026-27
Page J.5
air carrier and shall. in any event, provide a certificate of compliance with the Ply America requirements, if used. AGENCY agrees to include the requirements of this Section in all subcontracts that may involve international air transportation.
12. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS.
A. AGENCY acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986. as amended, 31 U.S.C. § 380 I et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies:' 49 CFR Part 3 1, apply to its aclions pertaining to this Project. Upon execution of the underlying contract, AGENCY certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying Supplement or the FT A assisted project for which work is being pe1forrned under the applicable Supplement. ln addition to other penalties that may be applicable, AGENCY further acknowledges that if iL mak.es, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Praud Civil Remedies Act of 1986 on AGENCY to !he extent the Federal Govemment deems appropriate.
8. AGENCY also acknowledges that if it makes, or causes to be made, a false, fictitious. or fraL1dulent claim. statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § I 00 I and 49 U.S.C. § 5307(n)(l ) on AGENCY, to the extent tbe Federal Govemment deems appropriate.
C. AGENCY agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified. except to identity the subconsultant who will be subject to the provisions.
13. NO FEDERAL GOVERNMENT OBUGATJON TO Tl-l lRD PARTTES MTC and AGENCY acknowledge and agree that notwithstanding any concurrence by the Federal Government in or approval of the applicable Supplement or this Agreement, absent the express written consent by the Federal Government. tl1e Federal Govemment is not a party to this Agreement and shall not be subject to any obligations or liabilities to MTC. AGENCY or any
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Funding Agreement for FY 20 I 7-18 to FY 2026-27
Page IG
other party (whether or not a party to this Agreement) pertaining to any matter i-esulting from this Agreement.
14. DEBARMENT
This Article is only applicable if the applicable Supplement exceeds $25,000. AGENCY certifies that neither it, nor any of its paiticipants, principals or subrecipients is or has been debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered n·ansactjons. as they are defined in 2 CPR Parts J 80 and 1200, by any Federal agency or department.
l5. CLEAN AIR AND WATER POLLUTION ACTS
Tbis Article is only applicable if the applicable Supplement exceeds $100,000.
AGENCY agrees to comply with the applicable requirements of all standards, orders, or requirements issued under the Clean Air Act (42 U.S.C. § 750 I et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part 15),
16. LOBBYING
This Article is only applicable if the applicable Supplement exceeds $100,000.
AGENCY agrees to comply with the restrictions on the use of federal funds for lobbying activities set forth in 3 1 United States Code §1352 and 49 C.F .R. Pait 20.
Attachments:
Attachment A - Federally Required Ce1tifications
MTC/VTA
Funding Agreement for FY 2017-18 to FY 2026-27
EXHIBIT B-2
Attachment A
federally Required Certifications
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER
RESPONSIBILITY MATTERS
Instructions for Certification:
I. By signing and submitting this bid or proposal, the prospective lower tier pa1iicipant is providing the signed certification set out below.
2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. Ir it is later determined that lhe prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government. MTC may put'sue available remedies, including suspension and/or debarment.
3. The prospective lower tier participant shall provide immediate written nolice to MTC if at any time the prospective Jower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.
4. The terms ''covered transaction," '·debarred;' ··suspended," .. ineligible," ··tower tier covered transaction," " participant," ··persons," " lower tier covered transaction," "principal,'' ''proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549 [49 CFR Part 29). You may contact MTC for assistance in obtaining a copy of those regulations.
5. The prospective lower tier pa11icipant agrees by submitiing this proposal that, should the proposed covered transaction be entered into, it shall not k1Jowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from pa11icipation in th is covered transaction, unless authorized in writing by MTC.
6. The prospective lower tier participant further agrees by submitting this proposal that it will include the clause titled ·'Certification Regarding Debarment, Suspension, rneligibility and Voluntary Exclusion - Lower Tier Covered Transaction", without modification, in all lower tier covered transactions and in all solicitations for lowel' tier covered transactions.
7. A participant i11 a covered transacti.on may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each parfrcipant may, but is not required to, check the Nonprocurernent List issued by U.S. General Service Administration.
MTC/VTA
Funding Agreement for FY 20 l 7-18 to FY 2026-27
8. Nothing contained in the foregoing shaJI be construed to require establishment of system of records in order to render in good faith the ce1tification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.
9. Except for transactions authorized under Paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered u·ansaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addftion to all remedies available to the Federal Government, MTC may pursue available remedies including suspension and/or debarment
MTCN A
Funding Agreement for FY 1017-18 to FY 2026-27
CERTIFICATION REGARDING DEBARMENT SUSPENSION 1
INELIGIBILITY AND VOLUNTARY EXCLUSION
LOWER TIER COVERED TRANSACTION
(I) The pro peclive lower tier participant certifie , by submission ofthi bid or proposal, lhat neither it nor its "principals' [as defined at 49 C .. R. Section 29.105(p)] is presently debarred suspended. proposed for debarment, d clared ineligible, or voluntarily e eluded from participation io this transaction by any Federal department r agency. (2) When the prospective lower tier participant is unable to certify to the statements in tJ1is ce,1itication, such pro pective participant shall attach an explanation to this proposal.
Date (signature of authorized official)
(type/print name and title)
MTC/VTA
l"undi11g greement for FY 20 I 7- 18 to FY 2026-27
CERTIFICATION OF RESTRICTIONS ON LOBBYING
J. hereby certify on behalf f that:
(name and title of grantee official) (name of grantee)
l. No Federal appropriated funds ha e been paid or will be paid, by or on behalf of the undersigned to any person for influencing or attempting t influence an officer or employee of any agency, a Member of Congress an officer or employee of ongress, or an employee of a Member of Co11gres in connection with th awarding of any Federal contract, the making of any Federal grant the making of any Federal loan, the entering into of any cooperati e agreement, and the extension. continuation, renewal, amendment, or modification of any Federal contract grant, loan or cooperative agreement.
2. ff any funds other than Federal appropriated funds have been paid or will e paid to any -person fol' influen ing or altempting to i11f1uence an officer or employee f any agency a Member of Congress an officer or employee of Congress, or an employee of a Member of Congress in connection \ ith th is Federal contract grant, loan. or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL ··Disclosure Form to Repo1t Lobbying," in accordance with its instructions.
3. he undersigned shall require that the language of this certification be induded in the award documents for all sub awards at all tier (including subcontracts sub grants, and contracts under grants loans, and cooperative agreements) and that all sub recipients shall certify and di close accOi'dingJy.
This certification is a material repre entation of fact upon which reliance is placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, itle J 1, U . . Code. Any person who fails to file the required ce11ification shal l be subject to a ivil penalty of not le s than$ IO 000 and not more than $100,000 for each s1;ch failure.
Executed this day of - --- , 20_ - ---------
By:
lsignature of authorized official)
(title of authorized official)
MTC/VTA
F'unding Agreement for FY 20 17-18 to PY 2026-27
Page21
EXI-UBIT B-3
ADDITIONAL TERMS AND CONDITIONS
STATE REQUIRED CLAUSES
l) At1achment A - Fair Employment Practices Addendum
2) Attachment B - Nondiscrimination Assurances
a. Appendix A - Clauses to be inserted in every agreement subject to the ACT, as defined in Attachment B of this Exhibit and REGULATIONS, also as defined in Attachment B.
b. Appendix B- To be included as covenant running with the land, in any deed affecting a transfer of rea l property, structures, or improvements thereon. or interest therein
c. Appendjx. C - To be included for subsequent tt·ansfer of real prope11y acqufred or improved under federal-aid Program
d. Appendix D - To be included for the construction or use of or access to space on. over, or under real property acquired or improved under the federal-aid Program 3) Attachm ent C - State Department of Transportation Requirements
MTC/VTA
Funding Agreement for f-Y 20 l 7-18 10 FY 2026-27
EXHIBIT B-3
ATTACHMENT A
FAIR EMPLOYMENT PRACTICES ADDENDUM
1. In the performance of the applicable Supplement, AGENCY shall not discriminate against any employee for employment because of race, color, sex, sexual orientation. religion, ancestry or national origin, physical disability, medical condition, marital status, political affiliation, family and medical care leave, pregnancy leave, or disability leave. AGENCY shall take affirmative action to ensure that employees are treated during employment without regard to their race, sex, sexual orientation, color, religion, ancestry, or national origin, physical disability, medical condition, marital status, political affiliation, family and medical care leave, pregnancy leave. or disability leave. Such action shall include, but not be limited to, the following: employment; upgrnding; demotion or transfer; recruitment or recruitment advet-tising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship, AGENCY shall post in conspicuous places, available to en1ployees for employment, notices to be provided by STA TE setting forth the provisions of this Fait Employment section.
2. AGENCY, its contractor(s) and all subcontractors shall comply with the provisions of the Fair Employment and J lousing Act (Government Code Section 12900 et seq.), and the applicable regulations promulgated thereunder (California code of Regulations: Title 2, Section 7285.0 et seq.). The applicable regulations of the Pair Employment and Housing Com,nission implementing Gov~rnment Cuue, Section I 2900(a-l). set fmth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into the applicable Supplement by reference and made a part hereof as if set forth in full. Each of tbe AGENCY'S contractors and all subcontractors shall give written notice of their obligations under this clause to labot organizations with which they have a collective bargaining or other agreements as appropriate.
3. AGENCY shall include lhe nondiscrimination and compliance provisions of this clause in all contracts and subcontracts to perform work under the applicable Supplement.
4. AGENCY shall permit access to the records of employment, employment advertisements, application forms, and other pertinent data and records by STATE, the State- Fair Employment and Housing Commission, or any other agency of the State of Califomia designated by STA TE, for the purposes of investigation to ascertain compliance with the Fair Employment section of the applicable Supplement.
5. Remedies for Willful Violation:
(a) STATE may determine a willful violation of the Fair Employment provision lo have occurred upon receipt of a final judgment to that effect from a court in an action to wh ich AGENCY was a party, or upon receipt of a written notice from the Fair Employment and Housing Commission that it has investigated and detennined that AGENCY has violated the Fair Employment Practices Act and had issued an order unde1· Labor Code Section 1426 which has become -final or has obtained an injunction under Labor Code Section l429.
MTCNTA
Funding Agreement for FY 2017-18 lo FY 2026-27
(b) For willful violatioo of this Fair Employment Provision, STATE shall have the right to terminate the applicable Supplement eithet· in whole or in part, and any loss or damage sustained by STA TE in securing the goods or services thereunder shall be borne and paid for by AGENCY and by the surety under the performance bond, if any, and STA TE may deduct from any moneys due or tbereafter may become due to AGENCY, the difference between the price named in the Agreement and the actual cost thereof to STATE to cure AGENCY·s breach of the applicable Supplement.
MTC/VTA
Funding AgTeement tor FY 2017-18 to fY 2026-27
EXHIBlTB-3
ATTACHMENT B
NONDISCRlMINAT.ION ASSURANCES
AGENCY HEREBY AGREES THAT, as a condition to receiving any federal financial assistance from the STA TE. acting for the U.S. Depaitment of Transportation, it will comply with Title VI of the Civil Rights Act of 1964, 78 Stat. 252. 42 U.S.C. 2000d-42 U.S.C. 2000d-4 (hereinafter referred to as the ACT), and all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transporlation, Subtitle A, Office of the Secretary, Part 2 l. ·'Nondiscrimination in Federally-Assisted Programs of lbe Department of Transportation - Effectuation or Title VJ of the Civil Rights Act of 1964" (hereinafter referred to as the REGULATlONSt the federal-aid Highway Act of l 973, and other petiinent directives. to the end that in accordance with the ACT, REGULA TfONS, and other pertinent directives, no person in the United States shall, on the grounds of race, color, sex, national origin, religion, age or disability, be excluded from pat-ticipation in, be denied the benefits of. or be otherwise subjected to discrimination under any program or activity for which AGENCY receives federal financial assistance from the Federal Department of Transpo11ation. AGENCY HEREBY GIVES ASSURANCE THAT AGENCY shal l pron1ptly take any measures necessary to effectuate the applicable Supplement. This assurance is required by subsection 21. 7(a) (I) of the REGULA TlONS.
More specifically, and without limiting the above general assurance, AGENCY hereby gives the following specific assurances with respect to its federal-aid Program:
I. That AGENCY agrees that each "program'' and each "facility" as defined in subsections 2 1.23 (e) and 2 1.23 (b) oflhe REGULATIONS, will be (with regard to a ''program") conducted, or will be (with regard to a "facility'') operated in compliance with all requirements imposed by, or pursuant to, the REGULATIONS.
2. That AGENCY shall insert the following notification in all solicitations for bids for work or material subject to the REGULATIONS made in connection with the federal-aid Program and, in adapted fo1·m, in all proposals for negotiated agreements: AGENCY hereby notifies all bidders that it will affirmatively insure that in any agreement entered into pursuant to tJ1is advet1isement. minority business enterprises will be afforded full opportunity to submit bids in response to thts invitation and will not be discriminated against on the grounds of race, color. sex, national origin, religion, age, or disability in consideration for an award.
3. That AGENCY shall insert the clauses of Appendix A of this assurance in eve,y agreement subject to the ACT and the REGULATIONS.
4. That Lhc clauses of Appendix B of this Assurance shall be inclt1ded as a covenant running with the land. in any deed affecting a transfer of real prope11y. structtn·es, or improvements thereon. or interest therein.
MTC/VTA
runding Agreement for FY 2017-18 to FY 2026-27
5. That where AGENCY receives federal financial assistance to construct a facility, or part of a facility, the Assurance shall extend to the entire facility and facilities operated .in connection therewith.
6. That where AGENCY receives federal financial assistance in the form, or for the acquisition, of real property or an interest in real property, the Assurance shall extend to rights to space on, over, or under such property.
7. That AGENCY shall include the appropriate clauses set forth in Appendix C and D of this Assurance, as a covena11t runnjng with the land, in any future deeds, leases, permits, licenses, and similar agreements entered into by the AGENCY with other parties:
Appendix C;
(a) for the subsequent transfer of real property acquired or improved under the federal-aid Program; and
Appendix D;
(b) for the construction or use of or access to space on, over. or under real propeny acquired, or improved under the federal-aid Program.
8. That this assurance obligates AGENCY for the period during wbich federal financial assistance is extended to the program, except where the federal financial assistance is to provide, or is in the form of. personal property or real prope1ty or interest therein, or structures, or improvements thereon, in which case the assurance obligates AGENCY or any transferee for the longer of the following periods:
(a) the period during which the property is used for a purpose for which the federal financial assistance is extended, or for another purpose involving the provision of similar services or benefits; or
(b) the period during which AGENCY retains ownership or possession of the property.
9. That AGENCY shall provide for such methods of administration for the program as are found by the U.S. Secreta1y of Transportation, or the official to whom he delegates specific authority. to give reasonable guarantee that AGENCY. other recipients, sub~grantees, applicants, subapplicants, transferees, successors in interest, and other participants of federal financial assistance under such program will comply with all requirements imposed by, or pursuant to, the ACT, the REGULATIONS, this Assurance and the Agreement.
I 0. That AGENCY agrees that the United States and the State of California have a right to seek judicial enforcement with regard lo any matter arising under the ACT, the REGULA TlONS, and this Asst1rance.
MTC/VTA
Funding Agreement for FY 20 I 7-18 to FY 2026-27
11. AGENCY shall not discriminate on the basis of race, religion, age, disability. color. national origin or sex in the award and performance of any STATE assisted contract or in the administration on its DBE Program or the requirements of 49 CFR Part 26. AGENCY shall rake all necessary and reasonable steps under 49 CPR Patt 26 to ensure nondiscrimination in the award and administration of STA TE assisted contracts. The California Departmenl of Transportation Disadvantaged Business Enterprise Program Implementation Agreement for Local Agencies is incorporated by reference in the applicable Supple111ent. Implementation of this program is a legal obligation and failure to can-y out its tenns shall be treated as a violation of the applicable Supplement. Upon notification to the recipient of its failure to carry out the Implementation Agreement, STATE may impose sanctions as provided for under 49 CFR Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 USC 1001 and/or the Program Fraud Civil Remedies Act of 1985 (3 l USC 3801 et seq.) THESE ASSURANCES are given in consideration of and for the purpose of obtaining any and all federal grants, loans, agreements, prope1ty, discounts or other federal financia l assistance extended after the date hereof to AGENCY by STA TE, acting for the U.S. Department of Transportation, and is binding on AGENCY, other recipients. subgrantees. applicants. subappl icants, transferees> successors in interest and other parlicipants in the federal-aid Highway Program.
MTC/VTA
funding Agreement for FY 1017-18 to FY 2026-27
APPENDIX A TO ATTACHMENT B (Clauses to be inserted in every agreement subject to ACT and REGULATlONS)
During the performance of the applicable Supplement, AGENCY, for itself. its assignees and successors ii1 interest (hereina~er collectively refe1Ted to as AGENCY) agrees as follows:
(I) Compliance witb Regulations: AGENCY shall comply with the regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21 , as lhey may be amended from time to time, (hereinafter referred to as the REGULATIONS), which are herein incorporated by reference and made a part of the applicable Supplement.
(2) Nondiscrimination: AGENCY, with regard to the work performed by it during the Agreement, shall not discriminate on the grounds of race, color. sex, national origin. religion. age. or disability in the selection and retention of sub-applicants, including procurements of materials and leases of equipment. AGENCY shall not participate either directly or indirectly in 1 he discrimination prohibited by Section 2 1.5 of the REGULATIONS, including employment practices when the agreement covers a progt'am set forth in Appendix B of the REGULA TlONS. (3) Solicitations for Sub-agreements, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by AGENCY for work to be pcrfonned under a Sub-agreement, including procurements of materials or leases of equipment, each potential sub-applicant ot" supplier shal l be notified by AGENCY of lhe AGENCY's obligations under the applicable Supplement and tbe REGULATIONS relative to nondisc1imination on the grounds of race, color. or national origin. (4) Jnformation and Reports: AGENCY shall provide aJI information and reports required by the REGULATIONS, or directives issued pursuant thereto, and shall permit access to AGENCY's books, records, accounts. other sources of information, and its faci lities as may be determined by STATE or FHWA to be pertinent to asce11ain compliance with such REGULATIONS or directives. Where any information required of AGENCY is in the exclusive possession of another who fails or refuses to furnish this info1111atio11, AGENCY shall so certify to STATE or Lhe FHWA as appropriate. and shall set forth what efforts AGENCY has made to obtain the information.
(5) Sanctions for Noncompliance: In the event of AGENCY's noncompliance with the nondiscrimination provisions of the applicable Supplement, STA TE shall impose such agreement sanctions as it or the Fl IWA may determine to be appropriate, including, but not limited to:
(a) withholding of payments to AGENCY under the Agreement within a reasonable pedod or time, not to exceed 90 days; and/or
(b) cancellati<.m, termination or suspension of the Agreement, in whole or in p::ui. (6) Incorporation of Provisions: AGENCY shal I include the provisions of paragraphs (I) through (6) in every sub-agreement, including procurements of materials and leases of equipment, lm]e.ss exempt by the REGULATIONS, or directives issued pUl'suant thereto.
MTC/VTA
Funding Agreement for FY 2017-18 to FY 2026-27
J\GENCY shall take such action with respect lo any sub-agreement or procurement as STATE or Fl IWA may direct as a means of enforcing such provisions including sanctions for noncompliance, provided, however, that, in the event AGENCY becomes involved in, or is threatened with, litigation with a sub-applicant or supplier as a result of such direction, AGENCY may request STATE enter into such litigation to protect the interests of STATE, and, in addition. AGENCY may request the United States to enter into such litigation to protect the interests of the United States.
MTC/VTA
runding Agreement for FY 2017-1 & to FY 2026-27
APPENDIX B TO ATTACHMENT B To be included as covenant running with the land, in any deed affecting a transfer of real property, structures, or improvements thereon, or interest therein)
The fol lowing clauses shall be included in any and all deeds effecting or recording Lhe transfer of PROJECT real property, structures or improvements thereon, or inteTcst therein rrorn the United States.
(GRANTING CLAUSE)
NOW, THEREFORE, the U.S. Department of Transportation, as authodzed by law, and upon the condition that AGENCY sha ll accept title to the lands and maintain the project constructed thereon, in accordance with Title 23, United States Code, the Regulations fot· the Administration of federal-aid for Highways and the policies and procedures prescribed by the Federal Highway Administration of the Department of Transportation and, also in accordance with and in compliance with the Regulations pertaining to and effectuating the provisions of Tille VI of the Civil Rights Act of 1964 (78 Stat. 252; 42 U.S.C. 2000d to 2000d-4), does hereby remisc, release, quitclaim and convey unto AGENCY all the right, tille, and interest of the U.S.
Department of Transporlation in, and to, said lands described in Exhibit ·•A'' attached hereto and made a part hereof.
(I rABENDUM CLAUSE)
TO HAVE AND TO I !OLD said lands and interests therein unto AGENCY and its successors forever, subject, however. to lhe covenant, conditions, restrictions and reservations herein contained as follows, which will remain in effect for the period during which the real prope1ty or structures are used for a purpose for which federal financial assistance is extended or for another purpose involving the provision of similar services or benefits and shall be binding on AGENCY, its successors arid assigns.
AGENCY, in consideration of the conveyance of said lands and interests in lands, does hereby covenant and agree as a covenant running wilh the land for itself. its successors and assigns, (I) that no person shal l on the grounds of race, color, sex, national origin, religion, age or disability, be ex.eluded from pruticipation in, be denied the benefits of, or be otherwise subjected to discrimination with regard to any facility located wholly or in pat1 on, over. or under such lands hereby conveyed (;) (and) *
(2) that AGENCY shall use the lands and interests in lands so conveyed, in compliance with all requirements imposed by or pursuant to Title 49. Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Patt 21, Non-discrimination in federallyassisted programs of the Department of Transportation - Effectuation of Title Yl of the Civil Rights Act of 1964. and as said Regulations may be amended (;) and (3) thal in the event of breach o f any of the above-mentioned nondiscrimination conditions. the U.S. Depa1tment of Transportalion shall have a right to re-enter said lands and lacilities on said
MTC/VTA
Funding Agreement for FY 2017- 18 to FY 2026-27
land, and the above-described land and facilities shall thereon revert to and vest in and become the absolute property or the U.S. Department or Transportation and its assrgns as such interest existed prior to this deed.*
*Reverter clause and related language to be used only when it is determined that such a clause is necessary in ordcrto effectuate the purposes ofTitle VI of the Civil Rights Act of 1964.
MTCNTA
Funding Agreement for r:y 20 17-18 to PY 2026-27
APPENDIX C TO ATTACHMENT BTo be included for subsequent transfer of real properly acqujred or improved under federal-aid Program)
The following clauses shall be included in any and all deeds, licenses, leases. pennits, or similar instruments entered into by AGENCY. pursuant to the provisions of Assurance 7(a) of Att achment [-2.
The graf1tee (licensee, lessee, permittce, etc., as appropriate) for himself, his heirs, personal representatives, successors in interest, and assigns, as a paLt of the consideration hereof, does hereby covenant and agree (in the case of deeds and leases add ·as covenant running with the land") that in the event facilities are constructed. maintained, or otherwise operated on the said property descL'ibed in this (deed, license, lease, permit, etc.) for a purpose for which a U.S.
Department of Transportation program or activity is extended or for another purpose involving the provision of similar services or benefits, lhe (grantee, licensee, lessee, permittee, etc.), shall maintain and operate such faci lities and services in compliance with aJl other requirements imposed pursuant to Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of Secretary, Part 2 1, Nondiscrimination in federally-assisted programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended.
(fnclude in licenses, leases, permits, etc.)*
That in the event of breach of any of the above nondiscrimination covenants, AGENCY shall have the right to terminate the (Jic~nse, lease, permit etc.) and to re-enter and repossess said Jand and the facilities thereon, and hold the same as if said (license. lease. permit, etc.) had never been made or issued.
(Jnclude in deeds)*
That in the event of breach of any of the above nondiscrimination covenants, AGENCY shall have the right to re-enter said land and facilities thereon, and the above described lands and facilities shall thereupon reve1t to and vest in and become the absolute property of AGENCY and its assigns.
*Reverter clause and related language to be used only when it is determined that such a clause is necessary in order to effectuate the purposes of Title VJ of the Civil Rights Act of 1964.
MTC/VTA
Master F'unding Agreemenl for FY 2017-18 through FY 2026-27
APPENDIX D TO ATTACHMENT B Appendix D - (To be included for the construction or use of or access to space on. over, qr under real property acquired or improved under the federalaid Program) The following shall be included in all deeds, licenses, leases, permits. or similar agreements entered into by AGENCY. pursuant to the provisions of Assurance 7 (b) of Attac.;hmcnt 1-2.
The grantee (licensee, lessee, permittee, etc., as appropriate) for himself. his personal representatives, successors in interest and assigns, as a pa1t of tbe consideration hereot: does hereby covenant and agree (in the case of deeds, ru1d leases add "as a covenant running with the la.nd") that:
(I) no person on the ground of race, color, sex, national origin, religion, age or disability. shal I be excluded from parlicipation in. denied the benefits of. or otherwise subjected to discrimination in lhe use of said faci lities;
(2) that in the construction of any improvements on, over, or under such land and the furnishing of services thereon. no person on the ground of race, color, sex, national origin, religion. age or disability shall be excluded from participation in, denied the benefits of. or otherwise be subjected to discrimination; and
(3) lhat the (grantee. licensee, lessee, pennittee. etc.,) shall use the premises in compliance with the Regulations
(lnclude in licenses, leases, pennits, etc.)*
That in the event of breach of any of the above nondiscrimination covenants, AGENCY shall have the right to terminate the (license, lease, permit, etc.) and to re-enter and repossess said land and the facilities thereon, and hold the same as if said (license, lease, permit, etc.) had never been made or issued.
(fnclude in deeds)*
That in the event of breach of any of the above nondiscrimination covenants. AGENCY shall have the right to re-enter said land and facilities thereon, arid the above described lands and facilities shall thereupon revert to and vest in and become the absolute property of AGENCY, and its assigns.
*Revettet' clause and related language to be used only when it is determined that such a clause is necessary in order to effectuate the purposes of Title YI of the Civil Rights Act of 1964.
MTCN TA
Funding Agreement for FY 20 17-18 to FY 2026-27
EXHIBIT B-3, ATTACHMENT C
STATE DEPARTMENT OF TRANSPORTATION REQUIREMENTS
Caltrans Non - Discrimination
A. In the pe1formance of work undertaken pursuant to the applicable Supplement, AGENCY shall not, and shall affirmatively require that its contractors shall not, unlawfully discriminate, harass or allow harassment, against any employee or applicant for employment because of sex, race, color, ancestry, religi011s creed, national origin, physical disability (including H[V and AIDS), medical condition (cancer), age, marital status, denial of family and medical care leave. and denial of pregnancy disability leave.
B. AGENCY shall ensure. and shall require that its contractors and all subcontractors and/or subrecipicnts shall ensure. that the evaluation aJ1d treatment of their employees and applicants for employment are free from such discrimination and harassment. AGENCY shall comply, and ensure that jts contractors and subcontractors and/or subrecipients shall comply, wjth the provisions of the Fair Employment and Housing Act (Government Code. Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2.
Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12990 (af), set forth in Chapter 5 or Division 4 of Title 2 of the California Code of Regulations, are incorporated into the applicable Supplement by reference and made a part hereof as if set fotth in full.
C. Each of AGENCY' s contractors, subcontractors, and/or subrecipients shall give written notice of their obligations under this clause to labor organizations with which they have collective bargaining or other labor agreements, AGENCY shall include the non-discrimination and comp I iance provisions hereof in all contracts and subcontracts to perform work under the applicable Supplement.
D. AGENCY shall comply with the nondiscrimination program requirements of Title VI of the Civil Rights Act of 1964. Accordingly, 49 CFR Part 21, and 23 CFR Part 200 are made applicable to the applicable Supplement by this reference. Wherever the term ·'Contractor" appears lhetein, it shall mean AGENCY.
E. AGENCY shal I permit, and shall require that its contractors. subcontractors. and subrecipients will permit, access to all records of employment, employment advertisements, application forms, and other pertinent data and records by the State Fair Employment Practices and Housing Commission or any other agency of the State of California designated by STATE to investigate compliance with these non-discrimination provisions.
MTCNTA
Master Funding Agreement for FY 2017-18 through fV 2026-27
EXHlBlT B-4
ADDlTJONAL TERMS AND CONDfTIONS
PREVAILING WAGE RATES, APPRENTICESI-OPS, AND PAYROLL RECORDS
NON PEDERALL Y FUNDED AGREEMENTS
AGENCY, its contrnctor(s) and all subcontractors shall comply Wilh applicable sections of the California Labor Code and regulations pmmulgated thereunder (including without limitation, Sections I 720 et seq. and Title 8 of the California Code of Regulations Sections 16000 el seq.) governing the payment of prevaWng wages, as determined by the Director of the California Depa1tment oflnduslrial Relations, in regards to work performed and/or funded under this Agreement. rn partkular. AGENCY's attention is drawn to Labor Code Sections 1771 (payment of prevailing wage rate), 1775 (penalty for non-payment), 1776 (payroll records), and 1777.5 (use of apprentices). AGENCY's contractor(s) and all subcontractors, to the extent the work of such contractor(s) and subcontractors under this Agreement are subject to California Labor Code Section I 720 et seq., shall be registered with the Department of rndustrial Relations pursuant to Labor Code section f725.5 and shall furnish electronic ce1tified payroll records directly to the Labor Commissioner through the internet portal of the Division of Labor Standards Enforcement. Per Master Funding Agreement Article 12.0. Records and l3.0 Audits, MTC reserves the right to request copies of the celiified payroll records.
MTC/VTA
Funding Agreetuent for FY 2017- l 8 to PY 2026-27
EXHIBIT B-5
ADD[TIONAL TERMS AND CONDITIONS
PREVAJLING W J\GE RA TES, APPRENTICESHIPS, AND PAYROLL RECORDS
FEDERALLY FUNDED AGREEMENTS
The Additional Federal Clauses Applicable to Public Works included in Attachment A, attached hereto and incorporated herein by this reference, and the Davis-Bacon prevailing wages apply to work performed and/or funded under the applicable Supplement. AGENCY agrees that AGENCY, its conlractor(s) and all subcontractors will pay the higher of (i) the applicable wage set forth in Federal Wage Determinations, and (ii) tJ1e applicable California prevailing rate.
Ce1tified payroll records in the form set forth in the Public Works Payroll Reporting Form, as found at https://www.dol.gov/whd/fonns/wh347.pdf. shall be prepared or collected from its contractoi-(s) and all subconsultant(s) on a weekly basis by the AGENCY. Per Master Funding Agreement Article 12 .0, Records and 13.0 Audits, MTC reserves the right to request copies of the ce1tified payroll records. MTC may withhold payment if the certified payrolls to be submitted by AGENCY pursuant to this Exhibit 8-5, Prevailing Wage Rates. Apprenticeships. and Payroll Records, are not current.
MTCNTA
Funding Agreement for FY 20 l 7-18 to FY 2026-27
EXHIBIT B-5, ATTACHMENT A
ADDTTfONAL FEDERAL CLAUSES APPLICABLE TO PUBLIC WORKS
l , Buy America
2. Davis-Bacon Act
3. Contract Work l lours and Safety Standards Act
4. Copeland Anti-Kickback Act
5. Prompt Payment of Funds Withheld to Subcontractors
I. Duv merica Re.guiremen '
MTC/VTA
Master Funding Agreement for FY 1017-18 through FY 2026-27
Buy America - Attention is directed to the "Buy America requirements of the surface Transportation A istance Act of 1982 ( ection 165) and the Intermodal Surface Transportation Efficiency Act of 199 l (I TEA) Sections 1041 (a) and I 048(a), and the regulations adopted pursuant thereto. Tn conformance with the law and regulation all manufacturing processes for steel and iron materials fumi hed for incorporation into the work on this project shall occur in the United States· with the exception that pig iron and pr cess d. pelletized and reduced iron ate manufactured outside of the United States may be used in the domestic manufacturing process for such steel and iroL1 materials. The application of coatings such as epoxy coating gaJvanizing painting and other coating that protects or enhances the value of stee l or iron materials hall be considered a manufacturing process subject to the "Buy America' requirem nts. A Certificate of Compliance shall be furnished for sted and iron materials. The certificates shall specifically ertify that all 1nanufacturing proces es for the materials occurred in the United Stares except for the above exceptions.
1 he requirements imposed on AG NCY by the law and regulations do not prevent a minimal u e of foreign steel and iron materials if tbe total combined cost of the materials used does not exceed m1e-tenth of one perc nt (0.1 percent) of the total contract cost or $2,500, whichever is greater. The AGENCY or its contra t r(s) hall furni h the Engineer acceptable documentation of the quantity and value of the foreign steel and iron prior to incorporation the materials into the work.
Certification requirement for procurement of steel, iron, or manufactured •product .
The AGENCY hereby certifies that all manufacturing process for steel and iron material occL111·ed in the United States e, cept fot the above exceptions.
Signature:
Name and Title:
Cornpany ame:
Date:
2. DA VIS-BACON ACT
MTC/VTA
Punding Agreement for FY 2017-18 10 FY 2026-27
(a) The AGENCY head shall cause or require its contracting officer to insert in full in any contract in excess of $2,000 which is entered into for the actual construction, alteration and/or repair, including painting and decorating, of a public building or public work. or building or work financed in whole or in part from Federal funds or in accordance with guarantees of a Federal agency or financed from fonds obtained by pledge of any contract of a Federal agency to make a loan, grant or annual contribution (except w he re a different meaning is expressly indicated), and which is subject to the labor standards provisions of any of the acts listed in §5. J. the fol lowing clauses (or any modi{ications thereof to meet the particula r needs of the agency.
Provided. That such modifications are first approved by the Department of Labor):
(I ) Minimum wages. (i) A ll laborers and mechanics employed or working upon the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), will be paid unconditionally and not less often than once a week. and without s ubsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations isst1ed by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those conta ined in the wage determination of the Secretary of Labor which is attached hereto and made a parL hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics.
Contributions made or costs reasonably anticipated for bona fide fringe benefits under section I (b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are conside red wages paid to such laborers or mechanics, subject to the prnv is ions of paragraph (a)( l )(jv) of this section; also, regular contributions made 01· costs incurred for more than a weekly period (but not less ofl:en than quaiterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually perfo1med. without regard to skill. except as provided in
95.5(a)(4). Laborers or mechanics perfonning work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein:
Provided, That the employer's payroll records accurately set foi1h the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates con formed unde r paragraph (a)(l)(ii) of this section) and the DavisBacon poster (WH- 132 l) shal I be posted at al I times by the contractor and its subcontractors at the she of the work in a prominent and accessible place where it can be easily seen by Lhe workers.
(ii)(A) The AGENcv·s contracting officer shall require that any class of laborers or mechanics, including helpers, w hich is not listed in t he wage detennination and which is to be employed under tile contract shall be classified in conformance with the wage determ ination. The AGENCY's contracting officer shall approve an additional cJassitication and wage rate and fringe benefits therefore only when the following criteria have been met:
( 1 ) The work to be performed by the classification requested is not performed by a classification in the wage determination; and
( 2) The classification is utilized in the area by the constrnction industry; and
MTC/VTA
Funding Agreement for FY 20 l 7- 18 to FY 2026-27
( 3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination.
(B) If the AGENCY's contractor and the laborers and mechani9s to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S.
Depattment of Labor, Washington, DC 202 10. The AGENCY's Administrator, or an authorized representative. will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additionaJ time is necessary. (C) fn the event the AGENCY's contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the AGENCY's contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the AGENCY's AdministratoL' for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officet or will notify the contracting officer within the 10-day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(])(ii) (B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification.
(iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof.
(iv) lf the AGENCY's contractor does not make payments to a trustee or other third person, the ;\GENCY's contrnctor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor. that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may requ ire the contractor lo se.t aside in a separate account assets for the meeting of obligations under the plan or program.
(2) Withholding AGENCY shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from its contractor under this contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices. u·ainees. and helpers. employed by the contractor or any subcontractor the [ull amount of wages required by the contract. ln tbe event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work (or under !he United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project). all or part of the wages required by the contract, the AGENCY may, aaer written notice to its
MTC/VTA
Funding Agreement for FY 2017-18 to FY 2026-27
contractor. sponsor. appJicant. or owner, take such action as 01ay be necessary to cause the suspension of any further payment, advance. or guarantee of funds until such violations have ceased.
(3) PayroLls and basic records. (i) Payrolls and basic records relating thereto shall be. maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work (or under the United States Housing Act or l 937, or under the Housing Act of 1949, in the construction or development of the project). Such records sluill contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anti.cipatcd for bona fide fringe benefits or cash equivalents thereof of the types described in section l(b)(2)(8) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)( I )(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section I (b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the aclual cost incurred in providing such benefits. AGENCY's contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and ce1tification of trainee programs, the regisu·ation of the apprentices and trainees, .:ind the ratios and wage rates prescribed in the applicable pl'ograms.
(ii)(A) The AGENCY's contractor shall submit weekly for each week in which any contract work is performed a copy of al I payrolls to the f-ederal Highway Administration (FHW A and/or FTA) if the agency is a party to the contract, but if the agency is not such a party. the contractor wi ll submit the payrolls to the applicant, sponsor. or owner. as the case may be, for transmission to the FHWA and/or FTA. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on weekly transmittals. Instead the payrolls shall only need to include an individually identifying number for each employee (e.g.. the last four digits of the employee's social security number). The requited weekly payroll information may be submitted in any form desired. Optional Form WI l-347 is available for this purpose from the Wage and I lour Division Web site at
http://www.dol.gov/esa/whd(forms/wh347instr.htm or its successor site. TI1e AGENCY's prime contractor is responsible for the submission of copies of payrolls by all subcontractors.
AGENCY's contractors and subcontractors shall maintain the full social security number and rnrrent address of each covered worker, and shat I provide them upon request to the FHW A and/or FT A if the agency is a party to the contract, but if the agency is not such a party, Lhe AGENCY's contractor will submit them to the applicant, sponsor, or owner, as the case may be, for transmission to the F'HWA and/or FTA, the AGENCY's contractor, or the Wage and I-lour Division of the Department of Labor for purposes of an investigation or audil of compliance with prevailing wage requirements. It is not a violation of this section for a AGENCY's prime contrnctor to require a subcontractor to provide addresses and social security numbers to the
MTC/VTA
Funding Agreemetlt for PY 2017-18 to PY 2026-27
prime contractor for its own records, without weekly submission to the sponsoring government agency ( or Lhe applicant, sponsor, or owner).
(8) Each payroll submitted shall be accompanied by a ·'Statement of Compliance," signed by the AGENCY's contractor ot' subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following:
( 1 ) That the payroll for the payroll period contains the info1·mation required to be provided under §5.5 (a)(3)(ii) of Regulations, 29 CFR part 5, the appropriate information is being maintained undeL' §5.5 (a)(3)(i) of Regulations, 29 CFR part 5, and that such information is correct and complete;
( 2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the foll weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3;
( 3 ) That eacb laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH- 347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(ii)(B) of this section. (D) The falsification of any of the above celiifications may subject the contractor or subcontractor to civil or criminal prosecution under section I 001 of title I 8 and section 231 of title 31 of the Uni led States Code.
(iii) The AGENCY's conti-actor or subcontractor shall make the records required under paragraph (a)(3)(i) of this section available for inspection, copying, or tn1nscription by authorized representatives of the FHWA and/or the FTA or the Department of Labor, and shall pe1111it such representatives to interview employees during working hours on the job. lf the AGENCY's contractor or subcontractor fails to submit the required records Ot' to make them available, the federal agency may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance. or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grol!nds for debarment action pursuant to 29 CFR 5.12. (4) Apprentices and trainees -(i) Apprenhces. Apprentices will be pennitted to work at less tban the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered wjth the U.S.
Deparunent of Labor, Employment and Training Administration, Office of Apprenticeship Training,, Employer and Labor Services. or with a State Apprenticeship Agency recognized by the. Office, or if a person is employed i11his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has beeo certified by the Office of Apprenticeship Training, Employer and Labor Services or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the AOENCY's contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, ·who is not registered or otherwise employed as stated above, shall be paid
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Page42
not less than the applicable wage rate on the wage determination for the classification of work actually perfonncd. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a AGENCY's contraotor js perfon11ing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages ofthejourneyman's hourly rate) specified in the contractor's or subcontractor's rngistered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program, Tf the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. lftheAGENCY's Administrator determines that a different practice prevails for the applicable apprentice classincation, fringes shall be paid in accordance with that determination. ln the event the Office of Apprenticeship Training.
Employer and Labor Services, or a State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program, the contractor wil1 no longer be pennitted to u tilize apprentices at less than the applicable predetermined rate for the work perfortned until an acceptable program is approved.
(ii) Trainees. Except as provided in 29 CFR 5.16, trainees will not be pem1itted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor. Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less lhan the rate specified in tbe approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination.
Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. lf the trainee program does not men lion fringe benefits, trainees shall be paid the fu l I amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the co1Tesponding journeyman wage rate on the wage detennination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training p lan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed . In the event the Employment and Trnining Administration withdraws approval of a training program, the contractor will no longer be pe1111itted to utilize trainees at less than the applicable predetennined rate for the work performed until an acceptable program is approved.
(iii) Equal employment opportimity. The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment oppo1tunity requirements of Executive Order 11246, as amended, and 29 CFR pa11 30.
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Funding Agreement for FY 2017-18 to FY 2026-27
(5) Compliance with Copeland Act requirements. The AGENCY's contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. (6) Subcontracts. The AGENCY's contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)( I) through (I 0) and such other clauses as the FHW A may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The AGENCY's prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses irt 29 CFR 5.5.
(7) Contract termination: debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract. and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12.
(8) Compliance with Davi8-Bacon and Related Act requirements. All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR parts l, 3. and 5 are herein incorporated by reference in this contract.
(9) Disputes concerning labor standm·dv. Disputes arising out of the labor standards provisions of tbis contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CPR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department or Labor, or the employees or their representatives.
(10) Cert{ftcation of eligibility. (i) By enteriJ1g into this contract, the AGENCY's contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the /\GENCY's contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(l). (ii) No part of this contract shall be subcontracted to any person or finn ineligible fot award of a Government contract by virtue of section 3(a) of the Davis~Bacon Act or 29 CFR 5. l2(a)(l). (iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001.
(b) Contract Work Hours and Safety Standards Act. The AGENCY shall cause or require its contracting officer to inset1 the following clauses set forth in paragraphs (b)(l), (2), (3), and (4) of this section in ful I in any contract in an amount in excess of $100,000 and subject to the overtime provisions of the Contract Work Hours and Safety Standards Act. These clauses shall be inserted in addition to the clauses required by §5.S(a) or4.6 of part 4 of this title. As used in this paragraph, the terms laborers and mechanics include watchmen and guai-ds. (I) Overtime requirements. No AGENCY contractor or subcontractor contracting for any part or the contract work. which may require or involve the employment of laborers or mechanics shaU require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty how·s in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liabitity.for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (b)( J) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such AGENCY's tonrractor and subconfractorshall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated
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undingAgreement for FY 2017-18 to FY 2026-27
damages. u h liquidated damages shall be computed with r specl to each individual laborer or mechanic, including watchmen and guards employed in violation of the clause set forth in paragraph (b)(l. of lhis section, in the sum of$ IO for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (b)(l) of this section. (3) Withholding for unpaid wage · and liquidated damages. Tbe AGENCY shall upon its own action or upon writlen requ SL of an aulhorize<l representative of lhe Department uf Labur withhold or cause to be withheld, from any moneys payable on account of work performed by the AGENCY's contractor or subcontractor under any such AGE CY contract or any other Federal contract with the same prime contractor, or any other federally-as isted co 1lract subject to Lhe Contract Work Hours and Safety Standards Act which is held by the same prime contrac or such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set fo11h in paragraph (6)(2) of this section.
(4) Subcontracts. The AGENCY conlractor or subcontractor hall insert in any subcontracts the clauses set forlh in paragraph (b)(l) througl1 (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The AGENCY's prime contractor shall be responsible for compfiance by any subcontractor or lower tier ubcontractor with the clauses set forth in paragraphs (b)(I) through (4) ofthi section. (c) ln addition to the clauses contained in paragraph (b), in any contract subj ct only to the Contract Work Hours and Safety Standards Act and not to any of the othe-r statutes cited in 5.1. the GENCY shall cause or require U1e contracting officer to insert a clause requiring that the A ,ENCY s ontractm or , ubco11tractor hall maintain payroll. and basic payroll records during the course of the work and shal I preserve them for a p riod of three years from the completion of the contract for all laborers and mechanic , including guards and watchmen, working on the contract. Such records shall contain the name and address of each such employee, social security number correct etas ifications= hourly rates of wages paid, daily and weekly number of l1ours worked, deductions made, and a tual wages pc id. Further the AGEN Y shall cause or require the AGENCY's contracting offtc -r to insert in any such contract a clause providing that th records to be maiotained under this paragraph shall be made available by the AGENCY's contractor or subcontractor for inspection, copying, or transcription by authorized representative of the (write the name of agency) and the Department of Lab r, and the contractor or subcontractor wi I l permit such representatives to interview employees during working hour on the job.
he information collection recordkeeping, and reporting requirements contained in the following paragraphs of this section were approved by the Office of Management and Budget:
Paragrapb 0MB Control Number
lca)(l )(i i)lB) 1215- 0140
[Ca)( L)(ii)(C) 12l5-0l40
(a)(l )(iv) 1215-0140
(a)(3)(i) 12[5-0140,
1215-0017
(a)(3)(ii)(A)
(c)
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Funding A.,reement for FY 2017-18 to F 2026-27
1215-0149
1215-0 140,
1215-0017
[ 48 FR 19540, Apr. 29 1983, as amended at 51 FR t 2265, Apr. 9, t 986; 55 FR 50150 Dec. 4, l 990· 57 FR 28776 June 26, I 992 · 58 FR 58955 Nov. 5, 1993 · 6 l FR 40716 Aug. 5, J 996; 65 FR 69693, Nov. 20, 2000; 73 FR 77511, Dec. 19 2008]
Effective Date Note: At 58 FR 58955, Nov. 5 1993, §5.5 was amended by suspending paragraph a){l){ii) indefinitely.
3. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT
Cont,ract Work Hours and Safety Standards Act - (i) The AGENCY's contractor agrees to comply withs ction 107 of the Contract Work Hours and Safety Standards Act, 40 U . . C. section 333, and applicable DOL regulations " afety and Health Regulations for Construction" 29 .F.R. Part 1926. Among other things~ the AGENCY s contractor agrees that it will uot require any laborer or mechanic to work in unsanitary. bazard·ous, or dangerous surroundings or working conditions.
(ii) ubcontr~cts - The AGENCY' contractor also agrees to include the requirements of this section in each subcontract. The term "subcontract" under this section is con idered to refer to a person who agrees to perform any pa,t of the labor or matetial requirements of a contract for construction, alteration or repai1·. A person who unde11akes to perform a portion of a contract involving the furnishing of supplies or rnaterials will be considered a "subcontractor" under this section if the worl in question involves the pe1formance of construction work and is to be performed: (1) directly on or near the construction site or (2) by the employer for the specific project on a cu tomized basis. Thu , a supplic1· of materials which will become an integral part of the construction is a '1subcontractor'1 if the supplier fabricates or assembles the goods or materials in question specifically for the construction project and the work involved may be said to be construction activity. ff the goods or materials in questi n are ordinarily old to other customers from regular inventory. the supplier is not a "subcon ractor." The requirements of this s ction do not apply to contracts or subcontracts for the purchase of supplies or materials or articles normally available on the open market.
4. COPELAND ANTI-KICKBACK ACT
Compliance with Copeland Act requirements -The AGE CY's contractor shall comply with th requirements of 29 CFR part 3, which are incorporated by reference in this contract.
S. PROMPT PAYMENT OF FUNDS WITHHELD TO SUBCONTRACTORS
' be AGENCY shall hold retainage from the prime contractor and shall make prompt and regular incremental acceptances of portions, as determined by the agency of the contract, ark and pay retainage to the prime contractor based on these acceptanc s. The AGENCY s prime contractor or subcontraci-or shalt return al I monies withheld in retention from a subcontractor within 30 day· after receiving payment for work atisfactorily completed and accepted including incremental
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Page --16
acceptances of portions of the contract work by U1c agency. r, ederal regulation ( 49 CFR 26.29) requires that any delay or postponement of payment over JO days may take place only for good cause and with the agency's prior written approval. Any violation of this provision shall subjecl the violating AGENCY's prime contractor or subcontractor to the penalties, sanctions., and other remedies specified in Section 7108.5 of the California Business and Professions Code. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise, available to the prime contractor or subcontractor in the event of a dispute involving late payment, or nonpayment by the prime contractor, deficient subcontract performance, or noncompliance by a subcontractor. This provision applies to both DBE and non-DBE prime contractors and subcontractors.
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Fuuding Agreement for PY 2017-l 8 to PY 2026-27
EXJilBIT B-6
ADDITIONAL TERMS AND CONDLTLONS (REGIONAL TOLL FUNDS INCLUDING RM I, RM2,ANDAB 11 7 1)
WHEREAS, Streets and Highways Code (SHC) Sections 30950 et seq. created the Bay Area Toll Authority ("BA TA") which is a public instrumentality governed by the same board as that governing MTC: and
WHEREAS, pursuant to SHC Section 3 l010(b), funds generated in excess of those needed to meet the toll commitments as specified by paragraph ( 4) of subdivision (b) of Section 188.5 of the SHC shall be available to BATA for funding projects consistent with SH C Sections 309 I 3 and 30914; and
WHEREAS. MTC adopted Resolution No. 3434, Revised. which establishes commitments of bridge toll funds, including such AB 11 71 J11nds, to specific projects and corridors; and
WHEREAS, on November 8, J 988, voters approved Regional Measure I ("RM I"), which authorized a standard auto toll of $ I on the seven state-owned toll bridges in the San Francisco Bay Area to fund various transportation projects within the region; and WHEREAS, on March 2, 2004, voters approved Regional Measure 2 ("RM2.,), increasing the toll for a ll vehicles on the seven state-owned toll bridges in the San f tancisco Bay Area by $1 .00 to fund various h"ansportation projects within the region that have been determined to reduce congestion orto improve travel in the toll bridge corridors; and WHEREAS, RM2 established the Regional T raffic Relief Plan and listed specific capital projects and programs and transit operating assistance as eligible lo receive RM2 funding as identified in SHC Section 30914(c) and (d). The funding amounts assigned to certain of the programs and projects were subsequently revised by MTC Resolution No. 3801; and WHEREAS, to the extent the Project is receiving RM2 funding hereunder, SHC Section 309 l4(c) lists the Project to which this Exhibit B-6 and the applicable Supplement apply as one such eligible transportation project and designates AGENCY as project sponsor; and WHEREAS, pursuant to MTC Resolution No. 3636, MTC established procedures whereby e ligible transpottation project sponsors may submit allocation requests for Regional Measure 2 Bridge Toll funding. A copy of MTC Resolution No. 3636 is attached hereto and incorporated herein as Attachment D. MTC Resolution No. 3636; and WHEREAS> AGENCY submitted one or more allocation requests for RM2. AB 11 7 1, and/or RM I funding for the Project to which this Exhibit B-6 applies. A copy of the applicable allocation request(s) as well as AGENCY's resolution(s) approving the allocation request(s) are
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Funding Agreement for FY 2017-18 to FY 2026-27
attached to the applicable Supplement and incorporated herein as Attachment A, Updated Lnitiul Project Report, and Attachment B, AGENCY Resolution(st respectively; and WHEREAS, by the resolution(s) attached to the applicable Supplement and incorporated herein as Attachment A as Attachment C, MTC Resolution(s) Approving Project Request. MTC approved AGENCY's request(s) for t]1e applicable funds for the applicable Project
1. AGENCY AGRE£S
A. AGENCY agrees to perform or caused to be performed the activities described in Attachment A, Updated Initial Project Report. AGENCY will provide all necessary staffing and support resources to complete the Project as described in Attachment A, AGENCY agrees to meet all conditions listed in Attachment C, MTC Resolution{s) Approving Project Request.
B. AGENCY shall provide MTC with annual progress reports on or before each July 31 throughout the term of this Agreement in accordance with the monitoring and reporting requirements specified in MTC Resolution No. 3636.
C. AGENCY shall submit invoices to MTC no less than annually, but may submit invoices as frequently as monthly. In either case, AGENCY shall submit an invoice (o MTC within thirty (30) days after the end of each period for which payment is sought covering costs for the Project activities accomplished through the end of such period, not covered by previously submitted invoices. Each invoice shall be suppo11ed by the following inforination: (i.) A brief narrative progress report of the activities accomplished during the jnvoice period, including che pet·cernage of the contract complete and the percentage of funding expended: (ii.) the costs requested for reimbursement with RM I. RM2 and/or AB l l 7 l funds, as applicable: (iii.) the total costs expended for the invoice period broken down by type and source of funding; (iv.) the total RM I, RM2 and/or AB 1171 funds, as applicable received as reimbursement to date; (v.) the total costs expended for project name to date broken down by type and source of funding; and (vi.) any additional suppotiing data in a form ru\d detail l'equi,·ed by MTC.
D. AGBNCY agrees to spend RM I, RM2 and/or AB l 171 fonds, as applicable. at a rate not exceeding the schedule nttached to the applicable Supplement «nd incorporated herein as Attachment E, Reimbursement Schedule.
E. AGENCY shall comply with and shall assure that any AGENCY contractor performing Project work with RM I, RM2 and/or AB 1171 funds, as applicable, received under this Agreement complies with MTC Resolution No. 3636, Revised. as well as the provisions of MTC's RM2 Policy Gujdance contained in Attachment D, MTC Resolution No. 3636, relative to constructing, operating, and maintaining the Project. MTC may update Resolution No. 3636 from time to time. The AGENCY agrees to comply with the most current Resolution that is approved at any given time.
F. AGENCY is responsible for completing the Project within cost. scope and schedule as described in Attachment A, Updated Initial Project Report, as it may be updated from time to
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Fundlng Agreement for FY 2017-18 to FY 2026-27
time. Any updates must be approved by AGENCY and MTC in writing before being incorporated into this Agreement.
G. AGENCY certifies that:
• The Project is consistent with the Regional Transportation Plan ('·RTP"). • All environmental permits or clearances necessary for the Project bave been Or will be obtained, and the year of Project funding for the construction phase of the Project has taken into consideration the time necessary to obtain permitting approval for the Project as an operable and useable segment.
• The Project or portion thereof to be funded under this Agreement will be fully funded upon the execution of the applicable Supplement.
• AGENCY has reviewed the Project needs and has adequate internaJ staffing and support resources to deliver and complete the Project within the cost, scope, and schedule set forth in the Initial Project Report, as updated. attached to the applicable Supplement as Attachment A.
• If applicable to the Project, AGENCY is an eligible sponsor of projects in MTC Resolution No. 3434, Revised.
• Jf applicable, AGENCY is authorized to submit an application for RM2 funds for the Project in accordance with SHC Section 30914(c).
• If applicable, AGENCY is authorized to submit an application for AB 1171 funds for the Project in accordance with SBC Section 31010(b).
• The Project is in compliance with the requirements of the California Envil'onmental Quality Act (Public Resources Code Section 21000 et seq.), and with the State Environmental fmpact ReporL Guidelines (14 California Code of Regulations Sections 15000 et seq.), and if relevant, the National Environmental Policy Act (NEPA) (42 USC 4321 el seq.) and the applicable regulations Lhereunder. • There is no legal impediment to AGENCY making allocation requests for RM I, RM2 and/or AB 1171 funds, as applicable.
• There is no pending or threatened litigation which might in any way adversely affect the Project or the ability of AGENCY to deliver· such Project.
H. In addition to AGENCY's commitment under Article 10, lN DEMNlFICATlON, of the Master Funding Agreement, AGENCY agrees at its own cost, expense, and risk to defend any and all claims, actions, suits, or other legal proceedings brought or instituted against MTC, its Commissioners, representatives, agents, and employees, or any of them, arising out of such act or omission, and to pay and satisfy any resulting judgments. In addition to any other remedy authorized by law, so much of the funding due under tbis aHocation of RMl, RM2 and/or AB I 171 funds, as applicable, as shall reasonably be considered necessary by MTC may be retained until disposition has been made of any claim for damages.
I. If any revenues or profits from a11y non-governmental use of the Project are collected by AGENCY, those revenues or profits shall be used exclusively for the public transpo1tation services for which the Project was initially approved, either for capital improvements or maintenance and operational costs, otherwise MTC is entitled to a proportionate share equal lo
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Funding Agreement for FY 2017-18 to FY 2026-27
MTC's percentage participation i11 the Project. MTC's percentage participation shall equal the amount of funds allocated to Project, divjded by the total Project budget as shown in Attachment E, Reimbursement Schedule, as updated from time to time, as such amount may be adjusted to reflect total project costs.
J. Project assets purchased by AGENCY with RM I, RM2 and/or AB l 1 71 funds, as applicable, including facilities and equipment. shall be used for the intended public transportation uses and should said facilities and equipment cease to be operated or maintained for their intended public transportation purposes for their useful life, MTC shall be entitled to a present day value refund or credit (at MTC's option) based on MTC's share of the fair marke-t value of the facilities and equipment at the time the public transportation uses ceased, which sum shall be paid back to MTC in the same proportion that RML RM2 and/or AB 1171 funds, as applicable, were originally used.
K. AGENCY shall post on both ends of the Project construction site(s). unless prohibited by the site owner if such owner is not the AGENCY, at least two signs visible to the public stating that the Project is funded with RM I, RM2 and/or AB J 17 l funds. as applicable.
L. AOENCY's City Manager, General Manager, Executive Director, Chief Executive Officer, or equivalent officer. or designee, is delegated the authority to make non-substantive changes ot· minor amendments to the initial project report as he/she deems appropriate; otherwise, Article 7, AMENDMENTS, of this Agreement applies.
M. AGENCY agrees to coinply with the provisions of MTC Resolution No. 3636, Revised, and the MTC Resolutions set forth in Attachment C, MTC Resolution(s) Approving Project Request.
II. M1C AGREE:s
A. MTC agrees to provide AGENCY with RM 1. RM2 and/or AB 1171 funds, as applicable, within the allocation amounts in Attachment C, MTC Resolution(s) Approving Project Request and as restated in the relevant Supplement for the purpose of funding the Project as described in Attachment A.
The entire funding amount 1s available for reimbursement based on the schedule included in AttachmenL E, Reimbursement Schedule, to the applicable Supplement. Jn addition, if applicable, MTC agrees lo suppmt AGENCY's allocation request from the State according to the Allocation Request Schedule provided in Attachment F to the applicable Supplement.
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Funding Agreement for FY 2017-18 to PY 2026-27
ln the event AGENCY does not use all RM 1, RM2 and/or AB 11 7 1 funds, as applicable, made available in a given fiscal year, lhose unused amounts will be available for reimbursement in subsequent year(s) for the duration of this Agreement.
DI. IT IS MUTUALLY AGREED
A. MTC may terminate the applicable Supplement, in its sole discretion, for any force majeure event, including but not limited lo any earthquake, flood or other natural disaster, any epidemic, blockade, rebellion, war, act of sabotage or civil commotion, fire, explosion or strike. or prolonged economic conditions affecting the ability of the Bay Area Toll Authority to make payments to bond holders who shall in all circumstances have priority to payment of funds, if such event (i) irrecoverably disrupts or renders impossible AGENCY's perfo1111ance hereunder; or (ii) disrupts MTC's nbility to make payments hereunder. If MTC so terminates the applicable Supplement, AGENCY will be entitled to payment ror non-recoverable Project costs incurred prior ro the date of such termination, including but 11ot limited to any amounts AGENCY owes to the owner of the Project construction sites, if such owner is not AGENCY, up to the maximum amount payable under this Agreement.
B. If AGENCY fails to perform as specified in this Agreement and the applicable Supplement, MTC may terminate the applicable Supplement or this Agreemenl for cause.
Termination shall be effected by serving a sixty (60) day advance written notice of termination on AGENCY, setting forth the manner in which AGENCY is in default. Jf AGENCY does not cure the breach or describe to MTC's satisfaction a plan for curing the breach within the sixty (60) day period, MTC may terminate this Agreement or the applicable Supplement for cause. In the event of such termination for cause, AGENCY will be entitled only to those costs incun·ed for already completed Project work, not to exceed the maximum amount payable under this Agreement for such Project work, however, in no event shall MTC be required to reimburse AGENCY for any costs incurred for work causing or contributing lo the default.
C. IF the Project is cancelled, suspended indefinitely, or otherwise not completed for any reason. AGENCY shall repay MTC any RM I, RM2 and/or AB 11 7 1 funds, as applicable, expended that exceed MTC's proporlionate share of eligible costs for the Project.
D. Upon completion of the Project, AGENCY will properly account for all Project costs incurred.
E. The applicable Supplement shall terminate upon closeout of the PROJECT in accordance with Policies and Procedures in MTC Resolution No. 3636, Revised, or on the termination date, if any, set forth in the Supplement, whichever is sooner.
F. The terms and conditions of this Agreement include the following and each is incorporated by reference herein as if fully set forth herein.
Attachment A - Updated Initial Project Report (Allocation Request) Attachment B - AGENCY Resolution(s)
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Funding Agreement for FY 10 l 7-18 to FY 2026-27
/\ltachment C - MTC Resolution(s) Approving Project Request(s) Attachment D- MTC Resolution No. 3636, Revised
Attachment E - Reimbursement Schedule
Attachment F - Allocation Request Schedule
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Master Funding Agreement for FY 2017-18 through FY 2026-27
EXH181T B-7
ADOCT[ONAL TERMS AND CONDITIONS (REGlONAL DISCRETIONARY FEDERAL
FUNDS INCLUDTNG STP AND CMAQ)
1. TERMTNA Tl ON
Notwithstanding Article 8.0, TERMINATION in the Master funding Agreement, MTC may terminate this Agreement without cause upon ten ( I 0) days prior written notice. If MTC terminates this Agreement without cause, AGENCY shall be entitled to payment for costs incurred for incomplete deliverables, up to the maximum amount payable for each de] iverable. Jf AGENCY fails to perform as specified in this Agreement, MTC may lerminatethis Agreement for cause by written notice and AGENCY shall be entitled only to costs incurred for work product acceptable to MTCi not to exceed the maximum amount payable under this Agreement for such woi-k product.
2. RETENTlON OF RECORDS
AGENCY agrees to establish and maintain an accounting system confirming lo GAAP thnt is adequate to accumulate and segregate reasonable, allowable. and allocable project costs.
AGENCY further agrees to keep all records pertaining to the project being funded for audit purposes for a minimum of three (3) years following final payment to AGENCY or four (4) years following the fiscal year of the last expenditure under this Agreement, whichever is longer. in accordance with generally accepted accounting principles. Copies of AGENCY audits, if any. perfonned during the course of Project development and at Project completion shall be forwarded to MTC no later than one hundred eighty (180) days after fiscal year end close.
3. AUDITS
Notwithstanding Article L3.0, AUDITS in the Master Funding Agreement, AGENCY agtees to grant MTC, or any agency that provides MTC with funds for the Project, including but not limited to, the U.S. Department of Transportation, FHWA. the Comptrolle.r General of the United States, the State. and their authorized representatives access to AGENCY's books and records fol' the piH'pose of verifying that fonds are properly accounted for and proceeds are expended in accordance with the terms of this Agreement. All documents shall be available for inspection during normal business hours at any time while the Project is undetway and for the retention period specified in Article 4.
AGENCY further agrees to include in all its third-party contracts hereunder a provision to the effect that the contractor agrees that MTC, the U.S. Department of Transpo1tatio11, FHWA, the Comptroller General of the United States, the State, or any of their duly authorized represenlatives shall have access to and the right to examine any directly pe1tinent books. documents, papers, and rec01·ds of such subcontractor, during normal business hours, for the term specified above. The term "contract" as used in this clause excludes agreements not exceeding $25,000.
4. LICENSE TO WORK PRODUCTS
MTCNTA
f'lunding Agreement for FY 2017-18 to FY 2026-27
AGENCY hereby grants to MTC an irrevocable, non-exclusive, royalty-free license to use without restriction and share with any person or entity all drawings, designs, specifications, manuals, reports, studies, surveys, models, software, source code and source code documentation, documentation or system architecture. and any other documents, materials, data. and products ("Work Products") developed, prepared, or assembled by AGENCY or AGENCY"s consultant(s) or its subconsultants pursuant to this Agreement. MTC may exercise their licenses to Work Products through sublicenses to a third pa1ty, without the approval of AGENCY or AGENCY's consultant(s) or subconsultants. FHWA reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish or otherwise use. and to authorize others to use. for federal government purposes: (a) the copyright in any work developed under this Agreement; and (b) any rights of copyright to which AGENCY or AGENCY's consultant(s) or subconsultants purchase ownership under this Agreement.
5. EQUAL EMPLOYMENT OPPORTUNITY
In accordance with Title VI of the Civil Righls Act, as amended (42 U.S.C. § 2000d); Section 303 of the Age Discrimination Act of 1975, as amended (42 U.S.C. § 6102); Section 202 of the Americans with Disabilities Act of 1990 (42 U.S.C. § 12132); and 49 U.S.C. § 5332 for PTA-funded projects, AGENCY agrees that it shall not, on the grounds of race, religious creed, color, national origin, age, physical disability or sex, discriminate or permit discrimination against any employee or applicant for employment.
6. DTSADVANTAGED BUSrNESS ENTERPRISES (DBE)
It is the policy of MTC and the U.S. Department of Transportation to ensure nondiscrimination in the award and administration of DOT-assisted contracts and to create a level playing field on which disadvantaged business enterprises, as defined in 49 Code of Federal Regulations Part 26, can compete fairly for contracts and subcontracts relating to MTC's procurement and professional services activities.
AGENCY shall not discriminate on the basis of race, color, national origin or sex in the performance oflhis Agreement. AGENCY shall carry out applicable requirements or 49 CFR Part26 in the award and administration of DOT-assisted contracts. Failure by AGENCY to carry out these requirements is a material breach of conlrac:t, which may result i11 rhe tennination of this agreement or such other remedy as MTC deems appropriate.
7. TlTLE Vl or THE CIVIL RJGHTS ACT OF 1964
AGENCY agrees to comply with all the requirements imposed by Title VI of the Civil Rights Act of 1964 (47 U.S.C. § 2000(d)) and the regulations of the Deparhnent of Transportation issued thereunder (49 CPR Part 2 1 ).
8. ACCESS REQUIREMENTS FOR rNDIVIDUALS WTTH orSABILITJES AGENCY agrees to comply with al I applicable requirements of the Americans with Disabilities Act of I 990 (ADA), 42 U.S,C. § 1210 I et seq.; Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794: Section 16 of the Federal Transit Act, as amended, 49 U.S.C. § 53 J O(f); and their implementing regulations.
9. STATE ENERGY CONSERVATION PLAN
MTC/VTA
Funding Agreement for FY 2017- LS to FY 2026-27
AGENCY shall compJy with all mandatory standards and policies relating to energy efficiency that are contained in the State energy conservation plan issued in compliance with tbe Energy Policy and Conservation Act (42 U.S.C. § 6321).
l O. DEBARMENT
AGENCY certifies that neither it, nor any of its particjpants, principals or subcontractors is or has been debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions, as they are defined in 49 CFR Part 29, by any Federal agency or department.
11. CLEAN A{R AND WATER POLLUTION ACTS
AGENCY agrees to comply with the applicable requirements of all standards, orders, or requirements issued under the Clean Air Act (42 U.S.C. § 750 I el seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part 15).
12. LOBBYING
AGENCY agrees to comply with the restrictions on the use of federal funds for lobbying activities set fo11h in 31 United States Code & 1352 and 49 C.F.R. Patt 20.
13. INDEMNIFICATION
Notwithstanding Article 10.0, INDEMNTFTCA TJON, in the Master Funding Agreement AGENCY shall indemnify and hold harmless MTC, Caltrans, their Commissioners, Directors, officers, agents and employees from any and all claims, demands, suits, loss, damages, injury and/or liability (including any and all costs and expenses in connection therewith), incurred by reason of any actor failure to act of AGENCY, its officers, directors, employees, agents and contractors, or any of them, under or in connection with this Agreement; and AGENCY agrees at its own cost, expense and risk to defend any and aJI claims, actions, suits, or other legal proceedings brought or instituted against MTC. Caltrans, their Commissioners, Directors, officers, agents, and employees, or any of them, arising out of such act or omission, and to pay and salisfy any cesultingjudgmenis.
14. COMPLIANCE WITH LAWS
AGENCY shall comply with any and all laws, statutes, ordinances, rules, regulations or requirements of the federal, state, or local government, and any agency thereof, including, but nol limited to MTC. the U.S. DOT, FHWA, the State, and Cal trans, which relate to 01• in any manner affect the performance of this Agreement. Those laws, statutes, ordinances, rules, regulations, and procedural requirements that are imposed on MTC as an AGENCY of federal or state funds are hereby in turn imposed on AGENCY (including, but not limited to, 49 CFR Part. 18, ' 1 Uniform
Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments''), and are herein incotpot"ated by this reference and made a part hereof.
AGENCY contractors shall agree to comply with all 48 CFR, Chapter I, Part 31 . Contract Cost Principles and Procedures. In addition, AGENCY certifies that the AGENCY and its
MTC/VTA
Funding Agreement for PY 20 17-18 to FY 2026-27
PagcS6
contractors shall comply with the requirements of the Califomfa Environmental Quality Act (CEQA). California Public Resources Code Sectil)ll 21,000 et seq. and with the State Environmental Impact Report Guidelines (14 California Code of Regulators Section 15000 et seq.) and the National Environmental Policy Act (NEPA), 42 U.S.C. Sec1ion 432 l et seq. and the applicable regulations thereunder.
15. IDENTIFfCA TION OF DOCUMENTS
AGENCY shall ensure that all repoL1S and other documents completed as part of this Agreement shall carry the following notation on the front cover or title page:
"The preparation of this report has been financed in part by grants from the U.S.
Depaitment of Transpo1i atio11. The contents of this report do not necessarily reflect the official views or policy of the U.S. Department ofTranspo1tation.''
MTC/VTA
Funding Agreemeot for FY 20 17-18 to FY 1026-27
EXHIBIT 8 ~8
CERTIFICATION REGARDING DEBARMENT, SUSPENSION.AND OTHER
RESPONSIBILITY MATTERS
lustructions for Certification:
I. By signing and submitting this bid or proposal, the prospective lower tier participant is proYiding the signed certification set out betow.
2. The certification in tJ1 is clause is a material representation of fact upon which reliance was placed when this transaction was entered into. ff it is later detennined that the prospective lowt::r tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, MTC may pursue available remedies, including suspension and/or debarment.
3. The prospective lower tier participant shall provide immediate written notice lo MTC if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason o f changed circumstances.
4. The terms "covered transaction:· "deban·ed." ''suspended," ''ineligible." " lower tier covered transaction," •·participant," ·'persons," "lower tier covered transaction;· " principal," " proposal," and "voluntarily excluded." as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549 [49 CFR Part 29). You may contact MTC for assistance in obtaining a copy of those regulations.
5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized in writing by MTC.
6. The prospective lower tier participant furthet· agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment. Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction'', without modification, in all lower tier covered transactions and in all solicitations for lower lier covered transactions.
7. A participant in a covered transaction may rely upon a certification of a prospective pal1icipant in a lower tier cove-red transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transactio111 unless it knows that the certilication is erroneous. A participanl may decide the method and frequency by which it determines the eligibility of its principals. Each participant may. but is not required to, check the Nonprocurement List issued by U.S. General Service Administration.
8. Nothing contained in the foregoing shat I be construed to require establishment of system of l'ccords in order to render in good faith the certification required by this clause. The knowledge
MTC/VTA
Punding Agreement for l<Y 20 17-18 lo FY 2026-27
and informalion of a participant is not required lo ex:ceed that which is nCJrmally possessed by a prudent person in the ordinary course of business dealings.
2. Except for transactions authorized under Paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, deba1Ted, ineligible, or voluntarily excluded from participation in this transaction, in addition lo all remedies available to the federal Government, MTC may pursue available remedies including suspension and/or debarment.
MTC/VTA
Funding Agreement for ,y 2017-18 lo FY 2026-27
ERTJFICATLON REGARDING DEBARMENT SU PENSION1
INELIGIBILITY AND VOLUNTARY EXCLU lON
LOWER TIER COVERED TRANSACTION
(I) The prospective lower tier parti ipant certifie • by submission of this bid or proposal that n it her it nor its · principals' [as defin d at 49 C.F .R. Section 29.1 OS(p)] is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily ex\;lud d from participation in this transaction by any Federal department or agency. (2) When the prosp ctive lower tier participant is unable to certify to the tatement in Lhis certification. such prospective participant shall attach an explanation t this proposaL Oat (signature of authorized om inl
type/print name and title)
MTC/V1'A
Funding Agreement for ·Y201 7-18 to PY2026•27
CERTIFICATION OF RESTRICTION ON LOBBYING
hereby certify on behalf of that:
(name and title of grnntee official (name of grantee)
I. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing 01· attempting to influence an officer or employee of any agency~ a Member of Congress. an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract the making of any Federal grant the making of any Federal loan! the entering into of any cooperati e agreement, and Lhe extension continuation renewal, amendment or modification of any Federal contract. grant, loan. or cooperative agreement.
2. [f any funds other than Federal appropriated funds have been paid or will be paid to any person fat influencing or attempting to influence an officer or employee of any agency, a Member of ongress, an offioer or employee of Congress, or an employe of a Member of Congress in connecti n wilh this ederal contract, grant loan, or cooperative agreement, the under igned shall complete and submit Standard F'orm-LLL,' Disclosure Forni to Report Lobbying,, in accordance with its instructions.
3. The undersigned sha ll require that the Language of this ce11ification b in luded in the award documents for all sub awards al all tiers (including subcontracts sub grant!;l and contracts under grants, loans, and cooperative agreements) and that all sub recipient shall certify and disclose accordingly.
Thi certificati 11 is a material representation of fact upon which reliance is placed when this lransaction was made or entered into. Submis ion of thi certification is a prerequisite fur makin or entering into this transaction imposed by Section J 352, Title 31, U.S. Code. Any person who fai Is to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100 000 for each such failure.
Executed this day of 20 ----
By:
(signature of authorized official
(title of authorized official)
MTC/VTA
Funding Agreement for FY 2017- 18 to PY 2026-27
EXIIlBlT C
FORM IO~C
COOPERATIVE AGREEMENT BETWEEN
THE SANTA CLARA VALLEY TRANSPORTATION AUTHORITY
AND
THE CITY OF SANTA CLARA
FOR
USE OF GRANT FUNDS TO FUND
SANTA CLARA STATION SPECIFIC PLAN
This Cooperative Agreement (“Agreement”) is entered into between the Santa Clara Valley Transportation Authority (“VTA”), a California special district, and the City of Santa Clara (“CITY”), a municipal corporation of the State of California (individually a “Party” and collectively, the “Parties”). This Agreement will be effective as of the first date that it is fully executed by both VTA and CITY (“Effective Date”).
RECITALS
WHEREAS, VTA is currently planning a future Santa Clara station location for the San Francisco Bay Area Rapid Transit (“BART”) Silicon Valley Phase II Extension Project (“Station”); WHEREAS, VTA owns real property intended for future transit-oriented development at the Station and completed the Transit-Oriented Communities Strategy for the Santa Clara BART Station in 2019.
WHEREAS, CITY is making investments in the vicinity of the Station, including development of the Santa Clara Station Specific Plan (“Specific Plan”); WHEREAS, the Parties desire to establish a cooperative effort whereby VTA will contract with a consultant or consultants to develop the Specific Plan in collaboration with the CITY; WHEREAS, VTA and Metropolitan Transportation Commission (“MTC”) entered into a Master Funding Agreement effective as of July 1, 2017 to provide funds for planning, programming, transportation, transit and land use or other projects (“MTC Agreement”); WHEREAS, VTA and the U.S. Department of Transportation through the Federal Transit Administration entered into a Grant Agreement dated February 9, 2021 to provide funds for VTA BART Phase II Access Planning (“FTA Agreement”);
WHEREAS, VTA and CITY desire to use the funds from the MTC Agreement and the FTA Agreement to develop the Specific Plan as set forth in this Agreement; and WHEREAS, the Parties wish to enter into this Agreement to formalize the terms of cooperation.
NOW THEREFORE, for valuable consideration the sufficiency of which is hereby confirmed, the Parties hereby agree as follows:
AGREEMENT
1. Application of VTA Funds: Subject to the terms and conditions set forth herein, VTA will retain a consultant or consultants (hereinafter the “Consultant”) to assist in the development of the Specific Plan. The Consultant’s expected scope of work is set forth in Exhibit A, attached hereto. Said scope may be refined by agreement of the Parties before VTA issues the RFP. This Agreement will apply only to Consultant work that relates to the Specific Plan.
2. Process for Retention of Consultants: VTA will issue a request for proposals (“RFP”) for the Consultant to support the Specific Plan. CITY will collaborate with VTA to determine who among the candidates to hire as the Consultant from the pool generated by the RFP. In engaging the Consultant, VTA will follow its normal contracting practices in terms of insurance, competitive selection, prohibitions on discrimination and violations of wage and labor laws, etc. If VTA uses any grant funds to fund any portion of this contract, all limitations on the use of such funds will be applied thereto.
3. VTA’s Financial Contribution: VTA will be responsible for up to Five Hundred Thousand Dollars ($500,000) in the costs of the Consultant. (“VTA’s Contribution”) from the funds available under the MTC Agreement and the FTA Agreement.
4. MTC Agreement Compliance: VTA and CITY agree to comply with all applicable requirements of the MTC Agreement and Supplement attached hereto and incorporated by reference as Exhibit B, which includes but is not limited to all applicable federal and state laws and regulations.
5. FTA Agreement Compliance: VTA and CITY agree to comply with all applicable requirements of the FTA Agreement attached hereto and incorporated by reference as Exhibit C, which includes but is not limited to all applicable federal and state laws and regulations
6. Monitoring and Review of Consultant Work.
a) Pre-planning. The Parties will meet at least monthly prior to commencement of work on the Specific Plan draft to discuss schedule and the scope of work. b) Collaboration. CITY and VTA will collaborate to assure that the Consultant’s work is appropriately monitored, though CITY will maintain day-to-day responsibility for communicating the needs of the Parties to the Consultant. VTA will have the opportunity to review and provide comments to CITY and/or Consultant on the deliverables prior to their being adopted by the CITY. VTA and the CITY will each designate a Project Manager who will coordinate all communications and meetings necessary to work with the Consultant and develop the Specific Plan, including the Contract Administration duties described in Section 4, below. VTA and the CITY will both participate in a technical advisory committee (“TAC”) specific to the Specific Plan. The TAC will meet monthly to discuss technical aspects of the scope of work detailed in Exhibit A and discuss any issues of inter-agency coordination across projects near the Station. c) Additional Responsibilities of CITY. To the extent requested by VTA, CITY will provide VTA updates on the Consultant’s progress, if requested by VTA. VTA’s contract with the Consultant will stipulate that Consultant will provide each Party with a draft version and final version of all deliverables. CITY will meet with VTA, upon request, to discuss any concerns VTA may have about any of the deliverables. CITY will assist VTA with review of all invoices for work under this Agreement prior to payment by VTA. d) VTA Additional Responsibilities. VTA will monitor the process to assure that Consultant’s work is in compliance with any applicable grant requirements and VTA’s contracting requirements. VTA will process all invoices and pay Consultant directly per VTA’s contracting policies and procedures and any requirements of imposed under the terms of applicable grants.
7. Contract Administration: VTA’s and CITY’s respective Project Managers must confer with regard to any performance issues that may arise during the implementation or execution of the Consultant contract(s) (“Contract Administration”). VTA will have the ability to terminate the Consultant contract, in its reasonable discretion, pursuant to its contracting rules and any applicable grant conditions.
8. Term: Unless otherwise terminated earlier pursuant to the provisions hereof, this Agreement will be effective on the date that it is fully executed (“Effective Date”) and will terminate on the earlier of completion of the Scope of Work or thirty-six (36) months after the Effective Date.
9. Ownership of Materials: All reports, documents, or other materials developed by any Consultant, or any other person engaged directly or indirectly to perform the services required hereunder, will be and remain the mutual property of both Parties without restriction or limitation upon their use.
10. Dispute Resolution:
a) Written notice must be given from one Party to the other Party in the event of a dispute. b) The Parties will attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiations between the CITY’s City Manager or designee, and the VTA General Manager or designee (collectively the “Parties’ Representatives”).
Within twenty days after delivery of a written notice, the Parties Representatives will meet at a mutually acceptable time and place, and as often as they reasonably deem necessary thereafter, to exchange information and to attempt to resolve the dispute. c) If the matter has not been resolved within ninety days of the first meeting, any Party may initiate a mediation of the controversy. No Party may initiate litigation until the Parties have met to mediate the dispute at least once. Notwithstanding the foregoing, either Party may commence the litigation process if necessary to preserve its rights under an applicable statute of limitations. However, in such event, the Party commencing the litigation will thereafter submit to prompt mediation of the dispute.
d) All negotiations and any mediation conducted pursuant to this section are confidential and will be treated as compromise and settlement negotiations, to which Sections 1119 and 1152 of the California Evidence Code will apply, and those sections are incorporated herein by reference.
e) Each Party is required to continue performing its obligations under this Agreement pending final resolution of any dispute arising out of or related to this Agreement.
11. Indemnification: In lieu of and notwithstanding the pro rata risk allocation, which might otherwise be imposed between the Parties pursuant to Government Code section 895.6, the Parties agree that all losses or liabilities incurred by a Party will not be shared pro rata but, instead, all Parties agree that, pursuant to Government Code section 895.4, each of the Parties will fully indemnify and hold the other Party, its officers, board members, employees, and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined in Government Code section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying Party, its officers, employees, or agents, under or in connection with or arising out of any work, authority, or jurisdiction delegated to such party under this Agreement. No Party, nor any officer, board member, or agent thereof will be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of the other Party hereto, its officers, board members, employees, or agents, under or in connection with or arising out of any work performed under the Agreement.
12 Notices: All notices required to be given hereunder, or which any Party may wish to give, must be in writing and must be served by: (1) personal delivery; (2) delivery to an agent, such as an overnight delivery service; or (3) deposited in the United States Mail, postage prepaid, and addressed as follows:
CITY
Andrew Crabtree
Director of Community Development
City of Santa Clara
1500 Warburton Ave.
Santa Clara, CA 95050
Copy to:
James Sanchez
Interim City Attorney
City of Santa Clara
1500 Warburton Ave.
Santa Clara, CA 95050
VTA
Ron Golem
Director of Real Estate & Transit-Oriented
Development
Santa Clara Valley Transportation Authority
3331 N. First Street, Building A
San Jose, CA 95134-1927
Copy to:
Evelynn Tran
General Counsel
Santa Clara Valley Transportation Authority
3331 N. First Street, Building C-2
San Jose, CA 95134-1927
Any Party may modify the name and address of the individual receiving notice by giving the other Party prior written notice of such modification.
13. Amendment: This Agreement cannot be amended except by a writing signed by all Parties by duly authorized signatories. Notwithstanding the foregoing, VTA’s Director of Real Estate & Transit-Oriented Development and the City’s Director of Community Development may, from time to time, modify the scope of work (Exhibit A) by a written acknowledgement of the Parties without formal written amendment to this Agreement, as long as any modification does not increase the cost of or extend the term of this Agreement.
14. Assignment: This Agreement will be binding on any successor and assign of the Parties. No assignment of this Agreement will be valid, however, without the prior written consent of the other Party.
15. Warranty of Authority to Execute Agreement: Each Party to this Agreement represents and warrants that each person whose signature appears hereon has been duly authorized and has the full authority to execute this Agreement on behalf of the entity that is a Party to this Agreement.
16. Audit and Record Retention:
(a) CITY will retain complete and readily accessible records related in whole or in part to this contract, including, but not limited to, data, documents, reports, statistics, arrangements, other third party agreements of any type, and supporting materials related to those records. (b) CITY agrees to comply with the record retention requirements in accordance with VTA requirements and (if federal grant funds are used) 2 C.F.R. § 200.333. CITY shall maintain all books, records, accounts and reports required under this Contract for a period of at not less than three (3) years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto. (c) The CITY agrees to provide sufficient access to VTA and, if FTA funds are used, to FTA and their contractors, to inspect and audit records and information related to performance of this contract as reasonably may be required.
17. Non-Waiver: The waiver by the Parties of any breach of any term, covenant, or condition contained in this Agreement, or any default in the performance of any obligations under this Agreement, will not be deemed a waiver of any other term, covenant, condition, or obligation.
18. Severability: If any term, covenant, condition or provision of this Agreement, or the application thereof to any person or circumstance, is to any extent held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, covenants, conditions, and provisions of this Agreement, or the application thereof to any person or circumstance, will remain in full force and effect and will in no way be affected, impaired or invalidated thereby.
19. Venue: In the event that suit is brought by either Party to this Agreement, the Parties agree that venue will be exclusively vested in the State courts of the County of Santa Clara, and, if federal jurisdiction is appropriate exclusively in the United States District Court for the Northern District of California, in San Jose, California
20. Entire Agreement: This Agreement constitutes the entire agreement and understanding between the Parties as to the subjects described herein. This Agreement supersedes all prior or contemporaneous agreements, commitments, representations, writings, and discussions between the Parties, whether oral or written, and has not been induced by representations, statements, or agreements other than those expressed herein. Neither Party will be bound by any prior or contemporaneous obligations, conditions, warranties, or representations with respect to the subject matter of this Agreement.
21. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by each Party in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.
22. Electronic Signature. Unless otherwise prohibited by law, VTA policy, or CITY policy, the Parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed contract” refers to a writing as set forth in Evidence Code Section 1550. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by each of the Parties.
Signatures of Parties on following page.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
CITY
City of Santa Clara,
a municipal corporation of the State
of California
By:
Rajeev Batra
Interim City Manager
Date:
VTA
Santa Clara Valley Transportation Authority,
a California special district
By:
Carolyn M. Gonot,
General Manager / CEO
Date:
APPROVED AS TO FORM:
By:
James Sanchez
Interim City Attorney
APPROVED AS TO FORM:
By:
Ed Moran
Senior Assistant Counsel
Exhibit A: Santa Clara Station Specific Plan
Scope of Work:
After selection of the Consultant, a 30-month timeline is anticipated for the completion of the scope of services outlined in this document. The Consultant should present a more detailed project schedule as part of the proposal response.
TASK 1: PROJECT INITIATION AND MANAGEMENT
1.1 Kick-off Meeting and Site Visit
City Staff will meet with the Consultant to review the project description, scope of work, timeline, and budget. This meeting will be conducted in conjunction with a site visit of the Station Area, focusing on key activity areas, including but not limited to: the existing Caltrain/ACE Station, VTA's future BART Phase II Station and Maintenance Facility, Silicon Valley Power (SVP) infrastructure (including observing any conflicts and relocation options), the Gateway Crossings development site, and Station Area connections to surrounding neighborhoods and roadways. The site visit will help the Consultant more fully understand the mobility issues, character areas, design parameters, and other opportunities and challenges.
Task 1.1 Deliverables:
• Kick-off Meeting and Site Visit Materials (agenda and summary) • Refined Work Program, Schedule, and Budget Memo
1.2 Project Management and Meetings
The Consultant will plan and budget for monthly project meetings and prepare monthly progress reports tracking completion of the work plan, schedule, and budget expenditures. Invoices will be submitted monthly to VTA.
Task 1.2 Deliverables:
• Monthly meeting materials (agenda and presentation materials) • Monthly invoices with progress reports
1.3 Community Engagement Strategy
The Consultant will develop a comprehensive Community Engagement Strategy Memorandum.
This document will outline specific engagement approaches and tools best suited to community stakeholders in the Station Area. The document will be developed in close coordination with City Staff and draw from the field observations and discussions from the Kick-off Meeting and site visit. The Consultant will prepare a preliminary schedule for outreach efforts that fits within the larger project schedule with key milestones, including specific meetings and events for City review and comment. Given the uncertainty of the ongoing COVID-19 pandemic, Consultants should plan for community engagement events/activities to be held virtually and if possible, in-person assuming all County Health Orders are being followed.
At a minimum, the Community Engagement Strategy should include:
• Establishment of a Technical Advisory Committee (TAC): The TAC's focus will be to provide technical feedback at key milestones in the planning process. City Staff will take the lead in establishing and coordinating the TAC and identifying specific participants.
Composition of the TAC will include representatives from local jurisdictions and agencies.
The Consultant will provide feedback on the TAC membership, facilitate and lead discussions, present technical materials, and take summary notes at TAC meetings. The Consultant should assume attendance at up to three (3) TAC meetings. • Establishment of a Station Area Taskforce (SAT): The focus of the SAT will be to receive project updates, review work progress and Plan specifics; discuss issues, vision, and direction; and provide input on the Project. City staff will take the lead in establishing and coordinating the SAT and identifying specific members. See Task 2 for more details. • Public Engagement: Facilitate public outreach such as workshops, town halls, and open houses, and direct engagement such as pop-up workshops, focus groups, or interviews with stakeholders and/or focus groups. The Consultant will work with City staff to identify residents, businesses, property owners, relevant public agencies, community groups, neighborhood associations, nonprofits, and faith-based organizations for outreach. The City will provide noticing and outreach for all community workshops. At a minimum, there will be three (3) public workshops, two (2) open houses, a vision charette (Task 4.1), and stakeholder interviews (Task 4.1).
• Planning Commission Hearings / City Council Study Sessions: Over the course of the Project, the Consultant will prepare presentations of draft project materials for up to: three (3) Planning Commission meetings, three (3) City Council hearings and study sessions (Task 9), three (3) Bicycle & Pedestrian Advisory Committee Meetings, and one (1) Downtown Community Task Force Committee Meeting.
• Online/Virtual Engagement Tools: The Consultant is encouraged to strategically make use of online engagement tools such as interactive maps, graphics, and surveys. These efforts should expand community outreach to a diverse population, providing virtual options that are fully accessible in parallel with any in-person activities. • Past/Concurrent Engagement Efforts: The Consultant should draw from past engagement efforts from VTA’s Playbook for the Santa Clara Station (2019), which included several community workshops. In addition, the BART Silicon Valley Phase II Project engages quarterly with a Community Working Group comprised of stakeholders in Santa Clara, including representatives from community-based organizations, small business owners, and local educational institutions.
The Consultant will identify and document any needed translation services required at the engagement activities defined in the Strategy Memo, referencing demographic data gathered for the existing conditions report to assess the level of need by specific language(s).
Task 1.3: Deliverables:
• Draft Community Engagement Strategy and Schedule Memorandum • Final Community Engagement Strategy and Schedule Memo
1.4 Project Identity and Public Information Website
The Consultant will develop a consistent project identity for all outreach materials that reflect the vision of the Station Area Plan and the surrounding communities. The identity will be anchored by a logo and color palette/scheme that the Consultant will develop through up to three (3) iterations with the City. Once agreed upon, the logo and color palette will be used to create an accessible, public-facing project website and an adaptable template for presentation slides, reports, postcards, outreach flyers, social media, etc. These materials will be reviewed by City Staff and revised before being shared with the public. Materials must be accessible in the languages commonly spoken in the community (Task 1.3). VTA will also include content about the project on their TOD webpage. Any information also included on VTA’s TOD webpage must be produced as an accessible PDF, per VTA's Policy on Accessible Information and Communications.
Task 1.4 Deliverables:
• Logo and color palette (up to three revisions)
• Public information and website content, up to four (4) revisions TASK 2: COMMUNITY TASKFORCE ENGAGEMENT
2.1 Station Area Taskforce Meetings and Materials
This task is dedicated to SAT meetings. The Consultant will prepare meeting agendas, act as the facilitator for each of the task force meetings and lead discussions, present technical materials, and take summary notes. The Consultant should assume up to fifteen (15) SAT meetings to occur at key project milestones.
Task 2.1 Deliverables:
• Materials (agenda, sign-in sheet, presentations, boards, etc.) for up to fifteen (15) meetings.
TASK 3: EXISTING CONDITIONS ANALYSIS
3.1 Base Map Development
The Consultant will develop a base map and template with City input and review. The base map will establish a uniform style, legend, and title block for all project maps. The base maps will include:
• Context maps that demonstrate the adjacent land use context, public transit and major transportation stations and routes, public parks, schools, and project boundaries; • The location of the Station Area in the greater context of other focus areas and the City of Santa Clara;
• Aerial maps, General Plan land use and zoning maps;
• Any other tasks in this scope that require mapping;
• Existing water and sewer infrastructure
• FEMA flood zones; and
• Identify major existing SVP utilities infrastructure including SVP substation, transmission, distribution, and fiber facilities.
All GIS and mapping prepared for the Specific Plan will be consistent with City protocols and data formats to ensure easy integration into the City's information systems at the end of the project.
Task 3.1 Deliverables:
• Up to ten (10) Base and Existing Conditions Maps (GIS, Illustrator, and PDF)
3.2 Existing Conditions Report
The Consultant, with City assistance, will collect and analyze existing data to create an Existing Conditions Report. City Staff will assist by providing any available existing conditions data for the Station Area, including existing conditions data collected as part of VTA’s 2019 TransitOriented Communities Study or "Playbook." VTA, as a project partner, can also provide any available data on existing/proposed public transportation and transit ridership data. This report will serve as a foundational document to understand the Station Area's historical land use and urban planning context. Demographic and socio-economic characteristic data may include, but not be limited to:
• Existing land use (inventory of housing, including affordable housing, jobs, parks (miniparks, neighborhood parks and community recreation facilities, including Level of Service data capacities/age/conditions and parks per 1,000 resident), neighborhood amenities/retail, community facilities, social services, and schools/playgrounds) and physical characteristics;
• Population, households, age, ethnicity, language, place of birth and residence, disability, income, and poverty status;
• Property ownership;
• Employment (number of jobs by wage/salary an occupation); • Fiscal analyses regarding existing property tax, employment tax, sales tax data, and these contributions to the City’s General Fund
• Existing affordable housing (including existing restricted and unrestricted affordable housing sites);
• Historic structures and places and historical background of the Station Area; • Existing/proposed public transportation (including stations, stop locations, and frequencies), roadway facilities and bicycle and pedestrian facilities and routes; • Transit ridership data and demand
• Multimodal traffic volumes and mode shares (i.e., vehicle, bicycle and pedestrian, travel mode to work, travel and circulation patterns);
• Vehicle ownership rates, by household;
• Assessment of existing station access, including activity centers that can be accessed within a 10-15 minute bike ride, walk, or bus ride.
• Safety data, including SWITRS and the City’s collision data; • Mapping of existing infrastructure utilities (water, recycled water, sewer, Silicon Valley Power (electric), PG&E (gas), recycled water lines and easements), communication lines, and assessment of infrastructure needs consistent with General Plan requirements; • Forecasted BART station ridership;
• Impacts of Drought and water shortage actions and emphasis on need for conservation and recycled water use
• Environmental contamination inquiry, given the that the Station Area includes light industrial land uses; and
• Natural hazards data.
Also, this task will include a thorough review of all relevant background information, including but not limited to: the City's General Plan, Zoning Code, City of Santa Clara Transportation Policies, BART Phase II policies and reports, Caltrans, County of Santa Clara, City of San Jose, High Speed Rail, the Caltrain/Peninsula Joint Powers Board (JPB) policies/plans, Valley Water policies/plans, traffic studies, adjacent Specific Plans, and Focus Area Plans, and existing infrastructure plans.
Task 3.2 Deliverables:
• Draft Existing Conditions Report
• Final Existing Conditions Report
TASK 4: OPPORTUNITIES, CONSTRAINTS, AND ECONOMIC ANALYSIS
4.1 Economic and Financial Analysis
The Consultant will analyze potential market demand for housing, commercial, office, and mixeduse development in the Station Area. This analysis should touch on the following:
• Long-term citywide industry and employment trends;
• Current real estate market conditions;
• Affordable housing creation and incentives;
• Small business retention, support, and opportunity creation; • Recently built, planned, and proposed competitive projects within the appropriate market or trade area;
• Citywide retail sales, hotel, and restaurant/entertainment trends, including a post-COVID retail analysis;
• Fiscal analysis of proposed uses and added City service and capital costs to support new residents and/or businesses planned for in the Specific Plan. Analysis should provide a citywide context given recent industrial conversions, for fiscal tradeoffs for potential proposed residential or employment uses in the Specific Plan; and The Consultant will review the planned development program for the Station Area against real estate market conditions and trends in the larger surrounding market area. In addition, the Consultant will craft recommendations on the type, amount, and density needed to make it feasible to achieve the development program and support infrastructure needs. The Consultant will then assess the potential competitiveness and the economic challenges to creating the desired development pattern. Based on the analysis and findings from this subtask, the Consultant will develop a recommended strategy that the City can use to overcome identified challenges and create transit-supportive land uses around the Santa Clara Station.
Task 4.1 Deliverables:
• Draft Economic and Financial Analysis Report
• Final Economic and Financial Analysis Report
4.2: Community Workshop #1 – Identifying Opportunities and Constraints The Consultant will plan and facilitate an interactive and collaborative community workshop as part of Task 3. The purpose of the first workshop is to present existing conditions and background research, summarize the public outreach strategy, and gather public input on opportunities, constraints, goals, and principles. In collaboration with City Staff, the Consultant will present the findings from preceding tasks to residents and other interested community members, such as those who work in or visit Santa Clara. The Consultant will prepare meeting agendas and materials for review by City Staff in advance of the meeting.
Task 4.2 Deliverables:
• Draft and Final workshop materials (agenda, sign-in sheet, presentations, boards, etc.) • Draft and Final Workshop Summary memo (including any comment cards)
4.3 Setting, Opportunities, and Constraints Summary
Drawing upon the work conducted in prior Task 3 subtasks, the Consultant will prepare a summary of key findings and opportunities in the Station Area. The Summary will be user-friendly and highly-visual to facilitate informed discussions about project vision and goals with stakeholders.
The Summary will include narrative, mapping, site photographs, and other visual aids necessary to present the setting, constraints, and opportunities to consider.
Task 4.3 Deliverables:
• Draft Setting, Opportunities, and Constraints Summary • Final Setting, Opportunities, and Constraints Summary TASK 5: VISION PLAN
The Consultant will develop a Vision Plan that presents a cohesive and compelling vision of the Station Area for the next 25- to 30-years. This document will convey the City's desired future for the Station Area to key decision-makers, business and property owners, transit operators, employers, and the development community.
5.1 Vision Charette and Stakeholder Interviews
The Consultant will host a series of stakeholder interviews culminating in a vision charette to develop a clear picture of the perspectives of stakeholders, businesses, and property owners in the Station Area. The purpose of these efforts is to build a clear and collaborative picture of how key stakeholders view the existing Station Area and their hopes for its future. The Consultant will plan for up to eight (8) stakeholder focus group interviews.
At the conclusion of the interviews, the Consultant will build upon the findings from the focus groups to design and implement an interactive vision charette. The charette's purpose is to develop and refine an overarching vision for the Station Area and identify key urban design attributes and other attributes stakeholders would like to see around the Station Area. City and VTA Staff can assist the Consultant developing and refining the proposed list of stakeholders. If necessary, the option to meet virtually using online-based collaboration tools should be leveraged to facilitate the charette and focus groups and subsequent community engagement in latter tasks. The Summary Memorandum should highlight key themes expressed by participants of the focus groups and charette.
Task 5.1 Deliverables:
• Stakeholder interviews/focus groups and interactive vision charette (up to 8) • Draft Stakeholder Vision Summary Memorandum
• Final Stakeholder Vision Summary Memorandum
5.2: Community Workshop #2 – Vision
The Consultant will plan and facilitate an interactive and collaborative community workshop to refine the Vision for the Station Area. In collaboration with City Staff, the Consultant will present the Draft Vision and Goals from Task 3.3 for discussion with residents and other interested community members, such as those who commute or work in Santa Clara. The Consultant will prepare meeting agendas and materials for review by City Staff in advance of the meeting.
Task 5.2 Deliverables:
• Draft and Final Workshop Materials (agenda, sign-in sheet, presentations, boards, etc.) • Draft and Final Workshop Summary Memorandum (including any comment cards)
5.3: TAC Meeting #1 – Vision
The Consultant will host an introductory TAC meeting to gather feedback on and refine the Vision for the Station Area (Task 4.1). Discussion should also touch upon the Station Area Specific Plan's interconnectivity with adjacent/concurrent comprehensive plans currently underway in Santa Clara, including the Downtown Precise Plan. The Consultant will prepare meeting agendas and materials for review by City Staff in advance of the meeting.
Task 5.3 Deliverables:
• Draft and Final TAC Meeting Materials (agenda, sign-in sheet, presentations, boards, etc.) • Draft and Final TAC Meeting Summary Memorandum
5.4: Vision Plan
Drawing upon findings from Task 4 subtasks, the Consultant will develop a Vision Plan for the Station Area. The Vision Plan will present a vision and guiding principles and concepts, diagrams, visualizations, maps, and other visual aids to communicate this vision. Specific topic areas to be touched upon include: mobility and connectivity, land use, community amenities, infrastructure concepts (including green stormwater infrastructure), water conservation, and open space. The Consultant will finalize the Vision Plan based on City staff comments.
Task 5.4 Deliverables:
• Draft Vision Plan Memorandum
• Final Vision Plan Memorandum
TASK 6: ALTERNATIVES DEVELOPMENT
6.1: Plan Alternatives and Concept Study
Based on the outcomes from prior tasks, especially the community and stakeholder engagement in Task 4, the Consultant will develop up to three Plan Alternatives. These Alternatives will encapsulate three distinct options for the future of the Station Area over a 25- to 30-year horizon.
The Draft Alternatives will include descriptions and illustrations of variations in development intensities, urban design, land use plan, multi-modal circulation and connectivity, transit, park facilities, community facilities, and site design concepts. Maps, tables, and other visual tools should be incorporated as needed to present the alternatives in a highly-graphical and easy-tocomprehend manner. The Consultant will also conduct a comparative analysis of each alternative, highlighting each option's relative strengths and weaknesses. The alternatives will also be evaluated against the project goals, principles, and vision developed as part of Task 4. Circulation concepts to improve multimodal connectivity, including creating new roadways, pedestrian facilities, and bike routes to enhance connectivity to, from, and through the Station Area, are of critical importance, given the limited street network in industrial areas and grade-crossing locations along the existing JPB right-of-way. The new mixed-use development projects and the BART Phase II Station coming into the area over the next decade will present increased multimodal transportation demand in the Station Area.
Task 6.1 Deliverables:
• Plan Alternatives – up to three (3)
• Draft Concept Alternatives Memorandum
• Final Concept Alternatives Memorandum
6.2: Community Workshop #3: Alternatives
The Consultant will organize and facilitate a third community workshop to gather feedback on the three Plan Alternatives from Task 5.1. Input gathered at this meeting, and the TAC meeting (Task
5.3) will be used by the Consultant to refine and select the Preferred Alternative. The Consultant will prepare meeting agendas and materials for review by City Staff in advance of the meeting.
Task 6.2 Deliverables:
• Draft and Final workshop materials (agenda, sign-in sheet, presentations, boards, etc.) • Draft and Final Workshop Summary memo (including any comment cards)
6.3: TAC Meeting #2 (Alternatives)
The Consultant will convene and facilitate a second TAC meeting to gather feedback on the three Plan Alternatives from Task 5.1. Similar to the previous subtask, input gathered at this meeting will be used by the Consultant to refine and select the Preferred Alternatives.
Task 6.3 Deliverables:
• Draft and Final workshop materials (agenda, sign-in sheet, presentations, boards, etc.) • Draft and Final Workshop Summary Memorandum
6.4: Preferred Alternative
Following Tasks 5.1 -5.3, the Consultant will facilitate awork session with City Staff to review input received on the Plan Alternatives, select a Preferred Alternative, and identify any needed changes to the Preferred Alternative. The Consultant will also use this work session to confirm direction on the Urban Design, Streetscape and Open Space Standards (Task 5.5). Specific analysis and group discussion on multimodal circulation, reducing vehicular traffic, and leveraging shared parking strategies will be required for this subtask. The results of the work session and direction/next steps on the Preferred Alternative will be summarized in a brief memorandum.
Task 6.4 Deliverables:
• Draft and Final Internal Work Session materials (agenda and presentation) • Draft and Final Work Session and Preferred Alternative Summary Memorandum
6.5: Urban Design, Streetscape, and Open Space Standards The Consultant will prepare a set of design standards that present a clear and cohesive vision for future public and private improvements in the Station Area. The standards should lean heavily on visual renderings, sketches, and images to convey the desired outcomes and requirements. The Consultant will prepare a new zoning district(s) will which codifies these architectural, setback, and height standards. Should a form-based code be desired, it would be funded and developed by a separate implementation action. Clear guidance and illustrative examples should be included for the following topics:
• Urban Design and Architecture, including specific direction on height, massing, façade articulation, setbacks, and other considerations to meet the desired architectural standards for the Station Area;
• Utility and Infrastructure Planning, including typical sections with standard utility placement of dry and wet utilities and standard frontage placement of appurtenances, trees and streetscape amenities.
• Streetscape and circulation with an emphasis on new roadways/paths leading to and from the Station Area (both Caltrain/ACE and the future BART Phase II Station), including Sustainable/Complete Streets; and
• Open/Shared Spaces, including a focus on shared public spaces at/near the Station and the interface of private developments with the public realm. The City has a standard for park plan dedication, which states that 2.6 to 3 acres of new parkland should be provided for every 1,000 new residents. Recent specific plans have not accomplished this and have instead acknowledged publicly-accessible open space on private land. • Green stormwater infrastructure to provide for the sustainable processing of stormwater runoffs from new infrastructure in the Station Area.
Task 6.5 Deliverables:
• Draft Design Standards and Zoning District(s)
• Revised Draft Design Standards and Zoning District(s) TASK 7: DRAFT STATION AREA SPECIFIC PLAN
7.1: Develop Draft Specific Plan Chapters
The Specific Plan will serve as the City's long-range, comprehensive land use and circulation plan for guiding development around the Santa Clara Station. The Consultant team will create the Draft Specific Plan based on the results of prior tasks and the community engagement process. The Consultant will finalize the Draft Specific Plan Chapters based on City staff comments.
The Consultant will also develop a template for the Draft Specific Plan document in Adobe InDesign or comparable layout program. Each chapter shall identify principles for the given topic supported by goals, policies, standards, and guidelines as appropriate, including objective design standards. The Draft Plan shall include supporting graphics, maps, and images that support the narrative.
At a minimum, the Specific Plan should include the following chapters:
• Introduction
• Vision and Guiding Principles
• Goals and Policies
• Land Use Plan
• Circulation and Parking
• Implementation Chapter
• Urban Design Guidelines and Objective Standards (Building, Open Space, Streetscape/Public Realm)
Task 7.1 Deliverables
• Administrative Draft Station Area Specific Plan:
o One (1) Microsoft Word copy of the Plan (text only);
o One (1) Adobe InDesign template for the Plan document; o One (1) Adobe InDesign copy of the Plan;
o All electronic source files used to create the document; and o All supplementary electronic files to the report.
7.2: Community Open House #1 and TAC Meeting #3
The Consultant will assist City Staff in hosting an open house to present the Draft Plan to the community and provide an opportunity for the community to comment. The Consultant will prepare the PowerPoint Presentation and exhibition boards for the open house. An Open House Summary Memo will be prepared by the Consultant and published on the City's website within two weeks of the workshop. The Consultant will also convene and facilitate a third TAC meeting around the same time as the Community Open House.
Task 7.2 Deliverables:
• Draft and Final Open House materials (agenda, sign-in sheet, presentations, boards, etc.) • Draft and Final Open House Summary Memorandum
• Draft and Final TAC meeting materials (agenda, sign-in sheet, presentations, boards, etc.) • Draft and Final TAC meeting summary Memorandum
TASK 8: TRANSPORTATION IMPACT PARKING ANALYSIS
8.1 Transportation Impact Analysis (TIA)
Consultant will analyze development scenario(s) for Traffic Level of Service (LOS) impacts in accordance with the City’s Transportation Analysis Policy and will propose and analyze a range of options including physical roadway capacity and transportation demand management strategies to address any adverse effects. The Consultant shall assume 40 intersections and three scenarios (Existing, Background, Background Plus Project, Cumulative, and Cumulative Plus Project). City Staff will work with the Consultant to confirm the number of intersections and scenarios to be included in the preferred alternative scenario. City Staff can also facilitate outreach and coordination to the San Jose Department of Transportation to confirm their TIA guidelines/requirements for any shared intersections/roadways in the Station Area. Any physical roadway capacity improvements will take into consideration Complete Streets and safety principles. The memorandum for this subtask will be combined with subtask 7.2. Suggested physical capacity or signaling improvements should be reflected/documented in Task 8.1.
8.2: Parking Analysis
This subtask will also include a parking demand management analysis consistent with the preferred alternative and overall plan vision. The Consultant will establish a cumulative parking demand and identify demand management strategies to implement the preferred plan. The analysis will utilize ULI shared parking strategies and ITE methodologies. Coordination with the VTA BART Phase II Team and other transit providers at the Santa Clara Station will be necessary to reflect park-and-ride trips into the demand analysis. The analysis will also quantify the parking demand reduction expected due to proximity to high quality transit service and the proposed mix of land uses. The Consultant will integrate strategies to manage curb management and on-street parking facilities into the larger parking strategy. Furthermore, the Consultant will provide a high-level analysis of potential reductions in parking demand from increased use of rideshare and reduced auto-ownership among growing segments of the population. The Consultant will also develop recommended changes to the City’s adopted parking standards, including shared parking considerations. The TIA and parking analysis will be documented in a summary memorandum with any associated technical appendices.
Deliverables (8.1 and 8.2):
• Admin Draft Transportation Impact Analysis and Parking Demand Management Memorandum
• Draft Transportation Impact Analysis and Parking Demand Management Memorandum Final Transportation Impact Analysis and Parking Demand Management Memorandum TASK 9: INFRASTRUCTURE FINANCING
9.1 Infrastructure/Public Services and Implementation
The Consultant shall include information about services and infrastructure needed to implement the Plan, including specific policies regarding utilities, public safety, and parks.
The Plan shall also identify actions and strategies for its implementation, including needed infrastructure improvements and financing strategies to enable these improvements, such as roadways, stormwater treatment, parkland and facilities, enhanced or new pedestrian and bicycle facilities, public safety (fire & police) equipment or infrastructure needs to address growth, and electric utility infrastructures to meet electric demand. An evaluation of projected costs and revenues associated with the proposed improvements, including new streets, other public facilities, and utility infrastructure, and its potential effect on the City's budget should also be included.
Specifically, sewer models – including pump station capacity – will need to be run once the sizing of the Specific Plan land use mix is determined (i.e., number of housing units and square footage of commercial space). The Plan shall study potential relocation of existing SVP utilities infrastructure affected by the Plan and new SVP electric infrastructure that might be required to be able to serve intensified uses in the Station Area.
9.2 Infrastructure and Amenities Financing
This task is focused on determining the necessary infrastructure (including water treatment facilities), cost estimates, and phasing to implement the Specific Plan. Consultant will identify the specific cost of the infrastructure items and the impact fees associated with each to assist the City with bringing forward an area impact fee to City Council. Consultant will also develop financing strategy such as infrastructure fee and/or assessment district to finance the construction in a manner consistent with development timing (including parkland/open space). Multimodal and streetscape improvements, such as enhanced or new bicycle and pedestrian facilities, street furniture, and streetscape improvements that would support Transit-Oriented Communities and Complete Streets should be included.
Deliverables (9.1 and 9.2):
• Draft Infrastructure Summary Memorandum
• Final Infrastructure Summary Memorandum
TASK 10: DRAFT SPECIFIC PLAN REFINEMENT
10.1 Plan Refinement
The Consultant will refine the Draft Plan from Task 6 based on the comments received from the Open House, TAC meetings and City Staff. The plan refinement may require multiple revisions (up to three) in coordination with City Staff. The Consultant should propose a alternatives analysis process for arriving at the preferred alternative. The timing of Open House #2 (Task 8.2) should be strategically timed to allow for final community feedback into the Draft Final Plan to be presented to the Planning Commission and City Council in the next phase of work.
Task 10.1 Deliverables:
• Draft Final Station Area Specific Plan:
o One (1) Adobe InDesign copy of the Plan;
o All electronic source files used to create the document; and o All supplementary electronic files to the report; and o One (1) fully editable PDF copy of the Plan
TASK 11: CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) CLEARANCE The Consultant will prepare a program-level Initial Study and likely environmental impact report (EIR) with necessary technical studies. Together, these studies will thoroughly and adequately assess the impacts of the Draft Specific Plan and comply with the provisions of the California Environmental Quality Act (CEQA).
11.1: Define Project, Review Data, Determine Existing Conditions, and Determine CEQA Strategy
The Consultant shall work with City staff to define and determine the CEQA strategy necessary to prepare and complete the required CEQA documentation for adoption of the Specific Plan. The Consultant shall participate in a kick-off meeting and any needed follow-up communication to determine the CEQA strategy and schedule. This work should include but is not limited to: defining the scope, identifying the sections to include in the environmental document, collecting the necessary data and research, and determining the existing conditions.
Task 11.1 Deliverables:
• Attend CEQA Clearance Kick-off meeting
• CEQA Strategy and Schedule Memorandum
11.2 Prepare Draft Environmental Review Clearance Documents The environmental review scope is anticipated to include a program level Initial Study with technical studies, and Negative Declarations or Mitigated Negative Declarations that tier off of the certified Environmental Impact Report (EIR) for the City of Santa Clara 2010-2035 General Plan.
However, an EIR may also be required. The document will address all required CEQA topics. The selected Consultant may include sub-consultants to conduct environmental review in specific technical areas. At a minimum, technical studies will be required for cultural resources, traffic, and air quality. Environmental Review Clearance documents shall incorporate results of water supply assessments and hydraulic studies. Consultant should be able to prepare recommendations to address potential water supply impacts that may arise.
Task 11.2 Deliverables:
As necessary, depending on the determined CEQA strategy, the following deliverables may be applicable:
1. Prepare a Notice of Preparation (NOP) (one draft and one final).
2. Attend and assist City staff with the scoping meeting; review, compile, and respond to comments received.
3. Prepare Administrative and public Draft EIR.
4. Prepare a Notice of Completion (NOC) and Notice of Availability (NOA) (one draft and one final).
5. Prepare the First Amendment to the Draft EIR; including Response to Comments, Mitigation Monitoring and Reporting Program, CEQA Findings, and Statement of Overriding Considerations, if applicable.
6. Notice of Determination (NOD) (one draft and one final).
7. Attend one (1) Planning Commission and one (1) City Council hearing.
8. Prepare the final integrated environmental document (Adobe PDF, searchable and fully accessible)
TASK 12: PLANNING COMMISSION AND CITY COUNCIL MEETINGS
The Consultant shall attend and support staff in presenting the Specific Plan at study sessions and public hearings before the Planning Commission and City Council to adopt the Plan. Specifically, this includes two (2) Planning Commission Study Sessions, two (2) City Council Study Sessions, one Planning Commission recommendation hearing, and one City Council adoption hearing. The Consultant will also prepare PowerPoint presentations for Planning Commission and City Council Meetings and assist with supplying materials to support the staff reports.
Task 12.1: Planning Commission Study Sessions and Hearings The Consultant shall make changes to the Draft Final Specific Plan (text and/or graphics) based on the Planning Commission's recommendations.
Task 12.2: City Council Study Sessions and Hearings
The Consultant shall make changes to the Draft Final Specific (text and/or graphics) based on the City Council's recommendations.
Deliverables:
• Attend Planning Commission Hearings
• Attend City Council Hearings
• PowerPoint Presentations
TASK 13: OPTIONAL TASKS
Should the Consultant identify an additional topic that should be addressed in the Specific Plan, they are encouraged to propose additional topics. Consultants should include work plan language and pricing for any additional/optional tasks proposed.
DOT FTA
U.S. Department of Transportation Federal Transit Administration Award
Federal Award Identification Number
(FAIN) CA-2021-104-00
Temporary Application Number 1674-2021-3
Award Name VTA BART Phase II TOD and Station Access Planning Study
Award Status Active (Executed)
Award Budget Number 0
Period of Performance Start Date 7/9/2021
Original Period of Performance End Date 6/1/2025
Current Period of Performance End Date 6/1/2025 Revision #: 0 Part 1: Recipient Information
Name: SANTA CLARA VALLEY TRANSPORTATION AUTHORITY
Recipient ID Recipient OST Type Recipient Alias Recipient DUNS 1674 Other Government Agency Santa Clara Valley Transportation Authority 092202837 Location Type Address City State Zip
Headquarters 3331 NORTH FIRST ST SAN JOSE CA 951341906
Physical Address 3331 NORTH FIRST ST SAN JOSE CA 95134
Mailing Address 3331 NORTH FIRST STREET SAN JOSE CA 95134 Union Information
Union Name AMALGAMATED TRANSIT UNION, LOCAL 265
Address 1 1590 La Pradera Drive
Address 2
City Campbell
State California
Zipcode 95008
Contact Name Terry Russell
Telephone 4088740900
Fax 4088740907
E-mail [email protected]
Website
Union Name AMERICAN FEDERATION OF STATE, COUNTY, AND MUNICIPAL
EMPLOYEES (AFSCME)
Address 1 80 Swan Way, Suite 110
Address 2
City Oakland
State California
Zipcode 94621
Contact Name Tina Acree
Telephone 4086905931
Fax 5103639613
E-mail [email protected]
Website www.afscme57.org
Union Name SERVICE EMPLOYEES INTERNATIONAL UNION (SEIU) LOCAL 521 Address 1 2302 Zanker Road
Address 2
City San Jose
State California
Zipcode 95131
Contact Name Luisa Blue
Telephone 4086783398
Fax 4089541538
E-mail [email protected]
Website
Union Name TRANSPORTATION AUTHORITY ENGINEERS AND ARCHITECTS`
ASSOCIATION (TAEA)
Address 1 IFPTE Local 21 - Attn: TAEA
Address 2 4 North Second St., #430
City San Jose
State California
Zipcode 95113
Contact Name Rajwinder Sehdev
Telephone 4089426143
Fax 4082912203
E-mail [email protected]
Website http://www.ifpte21.org/
Part 2: Award Information
Title: VTA BART Phase II TOD and Station Access Planning Study FAIN Award Status Award Type Date Created Last Updated Date From TEAM? CA-2021-104-00 Active (Executed) Grant 6/10/2021 6/10/2021 No Award Executive Summary
This application requests $1,580,000 in Section 20005(b) TOD Pilot Planning Discretionary funds.
Funding Source:
FY 2019 Section 20005(b): $1,580,000 (80%)
Local Match (Joint Development Program Fund): $395,000 (20%) Total Grant: $1,975,000 (100%)
This grant provides funds for the following project:
1. VTA BART Phase II TOD and Station Access Planning Study.
The BART Silicon Valley Phase II Station Area Access and TOD Study will develop a unified TOD implementation strategy for the corridor and station areas. The Study will identify multimodal access needs and TOD opportunities to promote redevelopment and accessibility along the 6.5-mile corridor spanning 28th Street/Little Portugal, Downtown San José, Diridon, and Santa Clara.
Frequency of Milestone Progress Reports (MPR)
Annual
Frequency of Federal Financial Reports (FFR)
Annual
Does this application include funds for research and/or development activities? This award does not include research and development activities.
Pre-Award Authority
This award is using Pre-Award Authority.
Does this application include suballocation funds?
Recipient organization is the Designated Recipient and can apply for and receive these apportioned funds.
Will this Grant be using Lapsing Funds?
No, this Grant does not use Lapsing Funds.
Will indirect costs be applied to this application?
This award is applying an approved Indirect cost rate(s).
Indirect Rate Details: Indirect Rate Details: The cognizant agency, Federal Transit Administration, provisionally approved VTA’s FY2021 rate 297.96% for Projects. This rate will be applied to the following activities: Force Account and Project Administration. These rates are recalculated on an annual basis.
Requires E.O. 12372 Review
No, this application does not require E.O. 12372 Review.
Delinquent Federal Debt
No, my organization does not have delinquent federal debt.
Award Point of Contact Information
First
Name Last Name Title E-mail Address Phone
[email protected] Community Planner
[email protected] General Engineer
Mike Tasosa Senior Transportation
Planner [email protected] 408-321-5752
Award Budget Control Totals
Funding Source Section of Statute CFDA Number Amount
TOD Planning Pilot Program (20005b) 2005bMAP21 20500 $1,580,000 Local $395,000
Local/In-Kind $0
State $0
State/In-Kind $0
Other Federal $0
Transportation Development Credit $0
Adjustment $0
Total Eligible Cost $1,975,000
Award Budget
Project
Number Budget Item FTA Amount Non-FTA Amount
Total Eligible
Amount Quantity
CA2021-
104-01-
00 442-
00 (442-
A1)
METROPOLITAN PLANNING $1,580,000.00 $395,000.00 $1,975,000.00 1 CA2021-
104-01-
00 44.22.00
GENERAL
DEVELOPMENT/COMPREHENSIVE
PLANNING
$1,580,000.00 $395,000.00 $1,975,000.00 1
Discretionary Allocations
Discretionary
ID Project Title Amount Applied FAIN Congressional Release Date D2020-TODP005
Santa Clara Valley Transportation
Authority - Advanced Planning for TransitOriented Communities$1,580,000 CA2021-
104-00
7/9/2021
Sources of Federal Financial Assistance
PO
Number
Project
Number Scope Name Scope Number
Scope
Suffix
UZA
Code
Area
Name
Account Class
Code FPC Description Amendment Amount
Cumulative
Amount
CA-94-
2005
CA2021-
104-01-
00 METROPOLITAN
PLANNING
442-00
(442) A1 060000 California 2018.25.94.00.2 02
Transit
Oriented
Development
Pilot
$1,580,000 $1,580,000
Part 3: Project Information
Project Title: VTA BART Phase II TOD and Station Access Planning Study P-1157
Project Number Temporary Project Number Date Created Start Date End Date CA-2021-104-01-00 1674-2021-3-P1 6/10/2021 9/1/2021 6/2/2025 Project Description
The BART Silicon Valley Phase II Station Area Access and TOD Study will develop a unified TOD implementation strategy for the corridor and station areas. The Study will identify multimodal access needs and TOD opportunities to promote redevelopment and accessibility along the 6.5-mile corridor spanning 28th Street/Little Portugal, Downtown San José, Diridon, and Santa Clara.
Project Benefits
This project creates a corridor-wide, multimodal focus for TOD planning that cannot be realized through conventional planning efforts. The attractiveness and convenience of transit will be significantly diminished if access and circulation around each station are not well-planned, thus reducing the effectiveness of TOD.
In addition, unified corridor planning is the most effective way to achieve desired reductions in auto trips to destinations in the TOD area.
Additional Information
Funding Source:
FY 2019 Section 20005(b): $1,580,000 (80%)
Local Match (Joint Development Program Fund): $395,000 (20%) Total Grant: $1,975,000 (100%)
Location Description
Santa Clara County
Project Location (Urbanized Areas)
UZA Code Area Name
060250 San Jose, CA
063010 Gilroy--Morgan Hill, CA
Congressional District Information
State District Representative
California 17 Ro Khanna
California 18 Anna G Eshoo
California 19 Zoe Lofgren
California 20 Jimmy Panetta
Program Plan Information
STIP/TIP
Date: 5/21/2021
Description: TIP Revision 2021-03 Page 33 of 60
UPWP
Date: N/A
Description: N/A
Long Range Plan
Date: 10/2/2014
Description: Valley Transportation Plan 2040 is the countywide long-range transportation plan for Santa Clara County.
Project Control Totals
Funding Source Section of Statute CFDA Number Amount
TOD Planning Pilot Program (20005b) 2005bMAP21 20500 $1,580,000 Local $395,000
Local/In-Kind $0
State $0
State/In-Kind $0
Other Federal $0
Transportation Development Credit $0
Adjustment $0
Total Eligible Cost $1,975,000
Project Budget
Project
Number Budget Item FTA Amount Non-FTA Amount
Total Eligible
Amount Quantity
CA2021-
104-01-
00 442-
00 (442-
A1)
METROPOLITAN PLANNING $1,580,000.00 $395,000.00 $1,975,000.00 1 CA2021-
104-01-
00 44.22.00
GENERAL
DEVELOPMENT/COMPREHENSIVE
PLANNING
$1,580,000.00 $395,000.00 $1,975,000.00 1
Project Budget Activity Line Items
Budget Activity Line Item: 44.22.00 - GENERAL DEVELOPMENT/COMPREHENSIVE PLANNING Scope Name /
Code
Line
Item # Line Item Name Activity Quantity
METROPOLITAN
PLANNING (442-00) 44.22.00
GENERAL
DEVELOPMENT/COMPREHENSIVE
PLANNING
METROPOLITAN
PLANNING 1
Extended Budget Description
441-80 44.22.00 TOD and Station Access Planning Study
441-80 METROPOLITAN PLANNING
44.22.00 GENERAL DEVELOPMENT / COMPREHENSIVE PLANNING
This project will generate broad-based consensus among a diverse range of public and private stakeholders in San José and Santa Clara on strategy implementation. Efforts will include public agency coordination to facilitate the following: TOD land assembly and acquisition design guidelines for private buildings and public spaces; and project implementation coordination to stimulate economic development.
The project will identify how to leverage and coordinate land use policies, circulation and parking improvements, public space enhancements, and public finance tools to attract and accommodate a larger share of future regional growth. Overall, the project will establish a foundation for sustainable redevelopment along the Phase II corridor to benefit increased transit ridership, economic development, and station areas' vibrancy.
VTA will take the lead on crafting a Design Development Framework (DDF) for VTA-owned property above and adjacent to the 28th Street/Little Portugal Station in San José. The DDF will serve as a guidebook for potential future developers during the TOD proposal stage and beyond, documented in the Design Development Framework Final Documentation. This documentation will be supplemented by a presentation by VTA staff to the VTA Board of Directors on the Design for Development Framework process and outcomes.
VTA will work in partnership with the City of San José to update the Five Wounds Urban Village Plan, the study area of which includes the BART Phase II 28th Street/Little Portugal Station. Key deliverables from that effort will be the Stakeholder Engagement Plan and the Updated Five Wounds Urban Village Plan. At the BART Phase II 28th Santa Clara Station, VTA will partner with the City of Santa Clara as they develop the Santa Clara Station Area Specific Plan. Key deliverables from that effort will be Santa Clara Station Area Specific Plan and the accompanying City Council Presentation and Staff Report.
FSTIP Consistency:
MTC TIP Project No: SCL170002
MTC TIP No: 2021-03
Project Name: VTA BART Phase II TOD and Station Access Planning MTC Approval Dates: 04/28/2021
Caltrans Approval Dates: 05/12/2021
FTA/FHWA Approval Dates: 05/21/2021
Project in SRTP: Yes. FY 2010 SRTP, Pg. 40
Urbanized Area: San Jose
Will 3rd Party contractors be used to fulfill this activity line item? Yes, 3rd Party Contractors will be used for this line item.
Funding Source Section of Statute CFDA Number Amount
TOD Planning Pilot Program (20005b) 2005bMAP21 20500 $1,580,000 Local $395,000
Local/In-Kind $0
State $0
State/In-Kind $0
Other Federal $0
Transportation Development Credit $0
Adjustment $0
Total Eligible Cost $1,975,000
Milestone Name Est. Completion
Date Description
Start Date 9/1/2021 Begin Activity
End Date 6/2/2025 End Activity
Project Environmental Findings
Finding: Class II(c) - Categorical Exclusions (C-List)
Class Level Description
Class II(c) consists of projects that do not have a significant environmental impact on the human or natural environment and are therefore categorically excluded from the requirement to prepare an environmental assessment or an environmental impact statement. FTA requires a sufficient project description to support a CE determination. The project may require additional documentation to comply with other environmental laws.
Categorical Exclusion Description
Type 04: Planning and administrative activities which do not involve or lead directly to construction, such as: training, technical assistance and research; promulgation of rules, regulations, directives, or program guidance; approval of project concepts; engineering; and operating assistance to transit authorities to continue existing service or increase service to meet routine demand.
Date Description Date
Class IIc CE Approved 7/7/2017
Part 4: Fleet Details
No fleet data exists for this application.
Part 5: FTA Review Comments
Application Review Comments
Comment By Dominique Kraft
Comment
Type Pre-Award Manager Returns Application
Date 6/21/2021
Comment
Please see FTA review comments uploaded into Application Documents.
Thanks.
Part 6: Agreement
UNITED STATES OF AMERICA
DEPARTMENT OF TRANSPORTATION
FEDERAL TRANSIT ADMINISTRATION
GRANT AGREEMENT
(FTA G-28, February 9, 2021)
On the date the authorized U.S. Department of Transportation, Federal Transit Administration (FTA) official signs this Grant Agreement, FTA has obligated and awarded federal assistance as provided below. Upon execution of this Grant Agreement by the Recipient named below, the Recipient affirms this FTA Award, enters into this Grant Agreement with FTA, and binds its compliance with the terms of this Grant Agreement.
The following documents are incorporated by reference and made part of this Grant Agreement:
(1) "Federal Transit Administration Master Agreement," FTA MA(28), February 9, 2021, http://www.transit.dot.gov,
(2) The Certifications and Assurances applicable to the FTA Award that the Recipient has selected and provided to FTA, and
(3) Any Award notification containing special conditions or requirements, if issued.
WHEN THE TERM “FTA AWARD” OR “AWARD” IS USED, EITHER IN THIS GRANT AGREEMENT OR THE APPLICABLE MASTER AGREEMENT, “AWARD” ALSO INCLUDES ALL TERMS AND CONDITIONS SET FORTH IN THIS GRANT AGREEMENT.
FTA OR THE FEDERAL GOVERNMENT MAY WITHDRAW ITS OBLIGATION TO PROVIDE FEDERAL ASSISTANCE IF THE RECIPIENT DOES NOT EXECUTE THIS GRANT AGREEMENT WITHIN 90 DAYS FOLLOWING FTA's AWARD DATE SET FORTH HEREIN.
FTA AWARD
Federal Transit Administration (FTA) hereby awards a Federal Grant as follows:
Recipient Information
Recipient Name: SANTA CLARA VALLEY TRANSPORTATION AUTHORITY Recipient ID: 1674
DUNS No: 092202837
Award Information
Federal Award Identification Number: CA-2021-104-00
Award Name: VTA BART Phase II TOD and Station Access Planning Study Award Start Date: 7/9/2021
Original Award End Date: 6/1/2025
Current Award End Date: 6/1/2025
Award Executive Summary: This application requests $1,580,000 in Section 20005(b) TOD Pilot Planning Discretionary funds.
Funding Source:
FY 2019 Section 20005(b): $1,580,000 (80%)
Local Match (Joint Development Program Fund): $395,000 (20%) Total Grant: $1,975,000 (100%)
This grant provides funds for the following project:
1. VTA BART Phase II TOD and Station Access Planning Study.
The BART Silicon Valley Phase II Station Area Access and TOD Study will develop a unified TOD implementation strategy for the corridor and station areas. The Study will identify multimodal access needs and TOD opportunities to promote redevelopment and accessibility along the 6.5-mile corridor spanning 28th Street/Little Portugal, Downtown San José, Diridon, and Santa Clara.
Research and Development: This award does not include research and development activities.
Indirect Costs: This award is applying an approved Indirect cost rate(s).
Suballocation Funds: Recipient organization is the Designated Recipient and can apply for and receive these apportioned funds.
Pre-Award Authority: This award is using Pre-Award Authority.
Award Budget
Total Award Budget: $1,975,000.00
Amount of Federal Assistance Obligated for This FTA Action (in U.S. Dollars): $1,580,000.00 Amount of Non-Federal Funds Committed to This FTA Action (in U.S. Dollars): $395,000.00 Total FTA Amount Awarded and Obligated (in U.S. Dollars): $1,580,000.00 Total Non-Federal Funds Committed to the Overall Award (in U.S. Dollars): $395,000.00 Award Budget Control Totals
(The Budget includes the individual Project Budgets (Scopes and Activity Line Items) or as attached) Funding Source Section of Statute CFDA Number Amount
TOD Planning Pilot Program (20005b) 2005bMAP21 20500 $1,580,000 Local $395,000
Local/In-Kind $0
State $0
State/In-Kind $0
Other Federal $0
Transportation Development Credit $0
Adjustment $0
Total Eligible Cost $1,975,000
(The Transportation Development Credits are not added to the amount of the Total Award Budget.) U.S. Department of Labor Certification of Public Transportation Employee Protective Arrangements:
Original Certification Date:
Special Conditions
There are no special conditions.
FINDINGS AND DETERMINATIONS
By signing this Award on behalf of FTA, I am making all the determinations and findings required by federal law and regulations before this Award may be made.
FTA AWARD OF THE GRANT AGREEMENT
Awarded By:
Ray Tellis
Regional Administrator
FEDERAL TRANSIT ADMINISTRATION
U.S. DEPARTMENT OF TRANSPORTATION
Contact Info: [email protected]
Award Date: 7/9/2021
EXECUTION OF THE GRANT AGREEMENT
Upon full execution of this Grant Agreement by the Recipient, the Effective Date will be the date FTA or the Federal Government awarded Federal assistance for this Grant Agreement.
By executing this Grant Agreement, the Recipient intends to enter into a legally binding agreement in which the Recipient:
(1) Affirms this FTA Award,
(2) Adopts and ratifies all of the following information it has submitted to FTA:
(a) Statements,
(b) Representations,
(c) Warranties,
(d) Covenants, and
(e) Materials,
(3) Consents to comply with the requirements of this FTA Award, and (4) Agrees to all terms and conditions set forth in this Grant Agreement.
Executed By:
Elaine Baltao
Board Secretary
SANTA CLARA VALLEY TRANSPORTATION AUTHORITY
8/27/2021
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1465 Agenda Date: 12/6/2022
REPORT TO COUNCIL
SUBJECT
Action to Delegate Authority to the City Manager to Negotiate and Execute a Master Service Agreement for Internet Services for Silicon Valley Power and Associated Master Service Orders between the City of Santa Clara and GTT Americas, LLC and Its Affiliates
COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure
BACKGROUND
The City of Santa Clara’s Electric Utility, Silicon Valley Power (SVP) requires reliable and redundant internet connection to support critical and routine needs of the utility. Currently, this service is provided by GTT Americas, LLC (GTT).
As a result of ongoing increases in internet usage in-part due to increased remote activity for video calls, SVP has identified the need to modify its internet service to increase bandwidth. After review of services with GTT, SVP has identified that bandwidth can be increased at a reduced cost retaining the double redundant routing between geographically dispersed datacenters for SVP.
DISCUSSION
Award of the Master Service Agreement has been authorized as a sole source pursuant to Santa Clara Code Section 2.105.280(b)(2) which states: “When required to ensure operation or function to match other products with respect to the repair, expansion or completion of a system, existing structure or program currently in use by the City, including, but not limited to, utility and technology purchases required to achieve interoperability with existing systems or programs.” While there are other internet service providers, there is a significant cost to change providers. GTT has access through established service lines into SVP’s data center locations as GTT has acquired companies that previously provided these services. SVP uses secured and encapsulated mesh routing through SVP’s and GTT’s networks to promote the highest level of reliability across six internet connections.
These connections also carry compliance related information between SVP and other agencies which are built specifically to the carrier connections used. In addition to the costs outlined below, changing carriers would take additional time to rebuild connections, require coordination with several agencies, and approval from compliance agencies for data service outages.
GTT monthly service rates are competitive when discussing the same service levels with other commercial/enterprise level ISP's.
For the level of redundancy and bandwidth provided, SVP currently pays $8,800 per month for all four connections. The cost for the upgraded service which replaces the existing service is $7,800 per month for a 36-month term. This will double the bandwidth across all connections at a lower cost.
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22-1465 Agenda Date: 12/6/2022
As with all services, SVP reviews these connections routinely to ensure quality of service and to manage internal requirements. After the initial 36-month term, if the service continues to meet SVP’s needs, the service will renew for ongoing annual terms which can be cancelled with 90 days’ notice.
In the event services no longer meet SVP’s needs; SVP can go out for bid for a new ISP.
In anticipation of potential renewals and additional service requirements that may arise, staff requests authorization for Master Service Orders in a total amount not to exceed $1,500,000 over a ten-year period.
ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378 (b)(2) in that the proposed actions relate to the purchase of products and services that are continuing maintenance and administrative activities.
FISCAL IMPACT
The historical annual cost for the GTT internet services is less than $100,000 annually. Staff is recommending an increase up to $1,500,000 is authorized over a ten-year period to include future rate adjustments and additional services. Sufficient funds for this service are available in the Amended FY 2022/23 Operating Budget, SVP Systems Support.
COORDINATION
This report has been coordinated with the Finance Department and City Attorney’s Office.
PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.
RECOMMENDATION
1. Authorize the City Manager to negotiate and execute a Master Service Agreement and associated Master Service Orders between GTT Americas, LLC and its Affiliates and the City of Santa Clara for a period of up to ten years and a total maximum compensation of $1,500,000 subject to the appropriation of funds; and
2. Authorize the City Manager to add or delete services consistent with the scope of services for the agreement and adjust future rates and take any actions as necessary to implement and administer the agreement and service orders.
Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Rajeev Batra, City Manager
City of Santa Clara Page 2 of 2 Printed on 12/2/2022
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1483 Agenda Date: 12/6/2022
REPORT TO COUNCIL
SUBJECT
Action on a Resolution Authorizing the City Manager to Execute an Amended and Restated Affordable Housing Agreement and Negotiate and Execute Loan Project Documents with Mainline North 701, L.P. for Construction of 151 Affordable Housing Units Located at 2310 Calle Del Mundo
COUNCIL PILLAR
Promote and Enhance Economic, Housing, and Transportation Development
BACKGROUND
The subject project, a 100% affordable 151 unit housing development at 2310 Calle Del Mundo (previously referred to as 2302 Calle Del Mundo), is one of several projects currently under development within the Tasman East Specific Plan area. Utilizing provisions within the City’s Affordable Housing Ordinance, the City Council previously approved an Affordable Housing Agreement (AHA) allowing the consolidation of the affordable housing obligations from three Tasman East Specific Plan projects so that they are fulfilled through the development of the subject 100% affordable housing project. This approval was granted based on a determination that the 100% affordable housing project would better meet the City’s Regional Housing Needs Allocation (RHNA) targets by providing units at deeper affordability levels (e.g., very low-income VLI and low-income LI units) compared to the moderate (Mod) income units otherwise produced through the City’s Affordable Housing Ordinance inclusionary requirement. The City also concluded that the development of the 100% affordable project represented a greater value to the City in terms of the total amount of subsidy that would be invested in the project through a combination of developer contributions and outside funding.
Three iterations of the 2310 Calle Del Mundo project have been previously approved by the City Council with the most recent approved in October 2020. These iterations were necessary as the project proponents made adjustments to the project financing to make the project feasible. The original project developer, ZAEN Partners LLC (also known as Ensemble) have partnered with USA Properties -Mainline North 701, L.P., a for-profit developer of affordable housing, to implement the project.
DISCUSSION
USA Properties is now prepared to implement the most recent Affordable Housing Agreement and loan project documents approved by the City in October 2020. Staff have determined that documents attached to the Resolution 20-8897 approved by the City Council in 2020 need to be updated to clarify the terms of the loan. Specifically, an updated Term Sheet (Attachment 3 is needed to document the terms approved by the City Council. The applicant has also proposed to increase the level of affordability in the project to align with their outside funding requirements and has provided an updated pro forma document. Terms in the pro forma were discussed at the 2020 hearing but the City of Santa Clara Page 1 of 3 Printed on 12/2/2022
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22-1483 Agenda Date: 12/6/2022
document was not included with the 2020 report.
Affordability
The current project does not change the total number of affordable units, but would increase the depth of affordability by moving the number of units affordable at the upper end of the Low affordability category (80% of Area Median Income or AMI) to lower income categories (e.g., 30% AMI, 50% AMI and 70% AMI) as follows:
Affordability Level 2020 Project Units 2022 Project Units Change 30% AMI 15 16 +1
50% AMI 57 58 +1
70% AMI 67 76 +9
80% AMI 10 0 -10
City Financing
While earlier versions of this project included a direct City contribution toward project financing, the 2020 version and 2022 version do not require any direct City subsidy. The City is allowing the transfer of the affordable housing obligation from other projects (projects under development by Related California and Ensemble) into the 100% affordable project. As part of the prior negotiations between the City and the project proponents, a $6 million contribution toward this project from Related California would take the form of a loan repayable to the City. As discussed before the City Council in 2020, this $6 million will be repaid as a loan to the City at 0% interest. The proposed Agreement documents this repayment and is thus consistent with the terms presented to the City Council in October 2020.
Developer Fee
The 2020 Report to Council and staff presentation did not specify the details of the developer fee, although they did include a term to allow the developer to maximize their fee as allowed under State financing rules. As clarification, the project includes a proposed developer fee of $9.387 million. Of this, $5,992,156, would be a priority deferred developer fee. Once the priority deferred developer fee is paid, (in approximately year six), a portion of revenue generated by the project would be used to make payments to the City up to a total of $6 million as shown in the attached project pro forma.
While a pro forma was not provided to the City Council in 2020, this repayment schedule is consistent with the information staff presented at that time as staff indicated that the City would be expected to start receiving payments in year seven of the project’s operation.
Conclusion
Based on this analysis, the proposed term sheet is consistent with the terms already approved by the City Council in October 2020, and City Council approval of the current AHA will allow the project developer to proceed with the construction of a 151-unit, 100% affordable housing project which will provide housing opportunities for very-low and low income residents in Santa Clara, helping the City to implement its General Plan goals for affordable housing production and to fulfill its State mandated RHNA obligation.
ENVIRONMENTAL REVIEW
The potential environmental impacts of the project were addressed in an Environmental Impact Report City of Santa Clara Page 2 of 3 Printed on 12/2/2022
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22-1483 Agenda Date: 12/6/2022
(EIR) prepared for the Tasman East Specific Plan and related approvals in accordance with the California Environmental Quality Act (CEQA).
COORDINATION
This report has been coordinated with the City Attorney’s Office.
FISCAL IMPACT
A budget amendment recognizing the $6.0 million in developer contributions was approved during the October 27, 2020 City Council meeting. As no revenue has been received, this revenue estimate is recommended to be carried over in the City Affordable Housing Fund. This amendment is included separately in the FY 2021/22 Budget Year-End Report, scheduled to be heard as part of the December 6, 2022 City Council meeting.
PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]>.
RECOMMENDATION
1. Adopt a resolution approving and authorizing the City Manager to execute an Amended and Restated Affordable Housing Agreement with Mainline North 701, L.P. for construction of 151 affordable housing units located at 2310 Calle Del Mundo; to negotiate and execute a Loan Agreement and related project documents, consistent with the Term Sheet, as reviewed by the City Attorney for form and consistency; to execute all documents necessary (including Deeds of Trust, Promissory Notes, and Affordable Housing Agreements) to implement the Loan Agreement and close escrow; and
2. Rescind Resolution 20-8897.
Reviewed by: Andrew Crabtree, Director of Community Development Approved by: Rajeev Batra, City Manager
ATTACHMENTS
1. Tasman East Ensemble Projects Map
2. Resolution to Amend and Restate the AHA
3. Project Term Sheet 12-6-2022
4. Project Pro Forma 11-30-2022
5. Resolution 20-8897
City of Santa Clara Page 3 of 3 Printed on 12/2/2022
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BIKE AND
RIVER WALK
BIKEWAY
LAFAYETTE STREET.75 ACRE PARK
1 ACRE
PARK
NEW RETAIL
2.5 ACRE
PARK
.5 ACRE
PARK
1 4
5 7
WALK
STREET
6 2
3 Ensemble Projects1. The Station
Parcel 19 Midrise 311 units + Retail
2. Station Urban Plaza3. The Station
Parcel 29 Phase 1 Beer Garden Phase 2 High Rise + Retail
4. Parcel 24
Midrise 150 affordable units and Retail
5. The Parkside
Parcel 60 +61 Midrise 301 units
6. The Lafayette
Parcel 10 +11 Midrise 200 serviced apts
7. Parcel 2
88 units / 200 bed co-living
TO SAN JOSE
TO SAN JOSE
40 ACRE
PUBLIC ULISTAC
NATURAL AREA
AND PARK
TRAIN STATION
MULTI-MODEL
TRANSIT HUB
LIGHT RAIL STOP
Parcel 1 Parcel 10 +11 Midrise 200 serviced apts88 units / 200 bed co-living RELATE
D
Parcel
3 725 Units
RELATEDParcel 4A
& 4B
93 9 Units
~\\\\\\\\\\\\\\~
..
~\•
Resolution/Mainline North 701, L.P./2310 Calle Del Mundo Page 1 of 4 Rev: 11/22/17
RESOLUTION NO. _____
A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA
AUTHORIZING THE CITY MANAGER TO EXECUTE
AFFORDABLE HOUSING AGREEMENT AND LOAN PROJECT
DOCUMENTS BETWEEN THE CITY OF SANTA CLARA AND
MAINLINE NORTH 701, L.P., FOR THE PROJECT LOCATED AT
2310 CALLE DEL MUNDO, SANTA CLARA
BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:
WHEREAS; ZAEN Partners, LLC (“Developer 1”), is the project sponsor for three infill, mixed-use projects that would cumulatively include approximately 969 rental apartment units, parking garages, up to 30,000 square feet of retail space, approximately 4,500 square feet of leasing space, and approximately 55,000 square feet of amenity space (collectively, the “ZAEN Tasman East Projects”);
WHEREAS; On July 17, 2019, the City approved the first project, known as the “Station Project,” which includes 503 residential rental units and approximately 23,870 square feet of retail space located at 5123 Calle Del Sol (Parcels 19/29). The second project proposed by Developer 1 includes 150 residential rental units with approximately 5,000 square feet of retail located at 2302 Calle Del Mundo (the “Parcel 24 Project”); the Parcel 24 Project received architectural control approval on January 15, 2020. The third project proposed by Developer 1 would include 316 residential rental units located at 2263 Calle Del Mundo (the “Parcel 60/61 Project”) and is also currently under review by City staff and is expected to hold its public hearing for architectural control approval on October 21, 2020.
WHEREAS; Tasman East Urban Housing, LLC and Tasman East Holdco, LLC (“Developer 2”), is the project sponsor for two infill, mixed-use projects that would cumulatively include approximately 1,409 residential units, 191 home for the ambulatory aged residential units, parking garages, approximately 31,000 square feet of commercial space, and approximately 78,000 square feet of amenity space (collectively, the “Related Tasman East Projects”); WHEREAS; On December 4, 2019, the City approved the first project, which includes 509 Resolution/Mainline North 701, L.P./2310 Calle Del Mundo Page 2 of 4 Rev: 11/22/17
residential units, 191 home for the ambulatory aged units and approximately 31,000 square feet of commercial space located at 5150 Calle Del Sol and 2350 Calle De Luna (the “Developer 2 Phase 1 Project”). The second project proposed by Developer 2 would include approximately 900 residential units located at 2101 Tasman Drive (the “Developer 2 Phase 2 Project”), which may be developed in multiple phases and is currently under review by City staff; WHEREAS; Developer 1 has partnered with USA Multi-family Development, Inc., and TPG Affordable LLC, (“Developer 3), a for-profit developer of affordable housing to implement the affordable housing requirements for the above referenced projects; WHEREAS; Developer 3 intends to develop a 100% affordable housing project on Parcel 24 that includes one hundred fifty-one (151) rental units with the required unit mix of studio, one bedroom and two bedroom units, and consisting of one hundred fifty (150) affordable units one manager’s unit (1) and related facilities;
WHEREAS; thirty of the one-hundred and fifty-one (151) affordable units on the Parcel 24 Site are intended to satisfy the Affordable Housing Requirements for all 969 units associated with the ZAEN Tasman East Projects and fifty-four (54) units of the one-hundred and forty-nine (149) very lowincome units on the Parcel 24 Site are intended to satisfy the Affordable Housing Requirements for all 1,600 residential units associated with Tasman East Urban Housing, LLC and Tasman East Holdco, LLC Projects. In order to ensure that the affordable units are provided concurrently with the market rate units, the City will not issue any Certificate of Occupancy (Temporary or Final) for the Station Project, the Parcel 60/61 Project, or the Related Tasman East Projects until such time as a building permit is issued for the Parcel 24 Project, unless otherwise approved by the City Manager.
Otherwise, Developer 1 and Developer 2 will elect to default to the original conditions of approval (i.e., provide 10% onsite inclusionary units at 100% AMI for the Station Project, the Parcel 60/61 Project, and the Related Tasman East Projects or, subject to Community Development Director approval, pay the Affordable Housing Rental Residential Impact Fee as per the City’s Municipal Fee Schedule);
Resolution/Mainline North 701, L.P./2310 Calle Del Mundo Page 3 of 4 Rev: 11/22/17
WHEREAS, the Loan Agreement will contemplate that implementation of the Project will require a myriad permits, approvals, entitlements, agreements, permits to enter, utility services, subdivision maps, building permits, and other authorizations in order to implement the Project, including but not limited to a Loan Agreement, Deed of Trust, Promissory Note, Affordable Housing Agreement and Regulatory Agreement (together, the “Project Documents”); and, WHEREAS, the development of units as contemplated by the Project Documents will help address the City’s housing needs at very low and low-income levels by providing the City with one-hundred and fifty (150) affordable units. The distribution of these units shall be sixteen (16) units rented to households with incomes at or below 30% AMI, fifty-eight (58) units rented to households with incomes at or below 50% AMI, seventy-six (76) units rented to households with incomes at or below 70% AMI, and one (1) unrestricted manager’s unit.
NOW THEREFORE, BE IT FURTHER RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:
1. That the City Council hereby finds that the above Recitals are true and correct.
2. That the City Council hereby approves and authorizes the City Manager to negotiate and execute the Affordable Housing Agreement and Project Documents, consistent with the negotiated Term Sheet, dated December 6, 2022, subject to such minor and clarifying changes consistent with the terms thereof as may be approved by the City Attorney prior to execution thereof.
3. That this Resolution, including the Loan Agreement approval described in Section 2 above, is based on the findings set forth above.
4. That the City Manager and/or designee is hereby authorized and directed to perform all acts to be performed by the City in the administration of the Loan Agreement pursuant to the terms of the negotiated Term Sheet. The City Manager is further authorized and directed to perform all other acts, negotiate, amend and execute all documents (including deeds of trust, promissory notes, and affordable housing agreement) necessary or convenient to close escrow and carry out the purposes of this Resolution and the Loan Agreement.
Resolution/Mainline North 701, L.P./2310 Calle Del Mundo Page 4 of 4 Rev: 11/22/17
5. Effective date. This resolution shall become effective immediately.
I HEREBY CERTIFY THE FOREGOING TO BE A TRUE COPY OF A RESOLUTION PASSED
AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE ___ DAY OF _________, 2022, BY THE FOLLOWING VOTE:
AYES: COUNCILORS:
NOES: COUNCILORS:
ABSENT: COUNCILORS:
ABSTAINED: COUNCILORS:
ATTEST: ______________________________
NORA PIMENTEL, MMC
ASSISTANT CITY CLERK
CITY OF SANTA CLARA
Attachments incorporated by reference:
1. Affordable Housing Agreement
2. Project Term Sheet 12-6-2022
2310 Calle Del Mundo
City of Santa Clara
Housing and Community Services Division
P a g e | 1
2310 Calle Del Mundo
City of Santa Clara Term-sheet
CONSTRUCTION AND PERMANENT LOAN
Date: December 6, 2022
1. PROPERTY AND PLANNED IMPROVEMENTS: The project site is 0.99 acres located at 2310 Calle Del Mundo (APN# 097-46-024) in Santa Clara within the Center District of the adopted Tasman East Specific Plan. The proposed project consists of 151 mixed- income apartment units with approximately 86,520 rentable square feet and approximately 4,750 square feet of general retail/commercial space. There is a mix of studios, 1-bedroom, 2-bedroom, and 3-bedroom units ranging in size from 371 square feet to 1,095 square feet. The distribution of these units shall be sixteen (16) units rented to households with income levels at or below 30% TCAC AMI, fifty-eight (58) units rented to households with income levels at or below 50% TCAC AMI and seventy-six (76) units rented to households with income levels at or below 70% TCAC AMI and one (1) unrestricted manager’s unit.
The residential units will be constructed in a 5-story Type IIIA wood-frame building above two floors of Type IA structured parking that is partially below grade. The site design incorporates landscaped entryways at the retail corners, activating sidewalks and providing a retail streetscape experience with outdoor seating areas. The building design will complement the high-density transit-oriented urban environment envisioned for the Tasman East area. The building exterior includes various massing and design elements incorporated in the project’s façade and architecturally addresses its primary street frontage on Calle Del Mundo.
The project will conform to the existing design, environmental, and efficiency standards set in the approved Conditions of Approval with just a few minor revisions to the original development scope. Common area residential amenities will include a courtyard and outdoor terraces, barbecue and lounge areas, a fitness center, lobby and clubroom.
2. BORROWER: Mainline North 701, L.P., a California limited partnership is the Borrower whose administrative general partner is Mainline North GP 701 LLC, a California limited liability company and Riverside Charitable Corporation, a California nonprofit public benefit corporation as the managing general partner. Bank of America, N.A, or an affiliate thereof, shall be the initial limited partner investor.
3. DEVELOPERS: USA Multi-family Development, Inc., a California corporation and TPG Affordable LLC, a California limited liability company. 2310 Calle Del Mundo
City of Santa Clara
Housing and Community Services Division
P a g e | 2
4. PROPERTY MANAGER: USA Multifamily Management, Inc.
5. PURPOSE OF FUNDING: Construction and permanent financing.
6. LOAN/PURCHASE AMOUNT: $6,000,000 to be funded by a third-party source (i.e. no exhibits City housing funds will be used to fund the Loan). The Loan will be fully funded at closing and shall not be subject to retention or cost-savings provisions.
7. TERM OF LOAN: The Construction/Permanent Loan shall have a term of fifty-five years from the date the Project receives its certificate of occupancy (or equivalent).
8. AFFORDABLE HOUSING AGREEMENT: The Borrower shall enter into an Affordable Housing Agreement with the City that runs coterminous with the loan, fiftyfive years from the date the Project receives its certificate of occupancy (or equivalent).
If the City Loan is paid off in full before its term, the Affordable Housing Agreement will continue to run its term through the expiration date.
9. INTEREST RATE: Construction/Permanent Loan - 0%.
10. PAYMENTS: Principal and interest are due in full upon the maturity date. The Construction/Permanent Loan shall be repaid on a residual receipts basis, with the City receiving a pro-rata share (based upon relative loan amounts for the City Loan and the CalHFA financing) of 50% of the net cash flow of the Project. “Net cash flow” shall mean the operating revenues less eligible operating expenses, including but not limited to, the Priority Deferred Developer Fee and L.P. and G.P. management fees, and as further specified in the loan documents. The Priority Deferred Developer Fee shall be an amount equal to $5,992,156 less any Developer Fee paid from Project Development sources. While it is currently anticipated that (i) approximately $2,503,422 of Developer Fee shall be paid in from Project Developments sources, (ii) the Priority Deferred Developer Fee Amount will be approximately $3,487,963 and (iii) the Priority Deferred Developer Fee Amount will be paid in approximately 6 years from Project cash-flow, the actual amount of the Priority Deferred Developer Fee is subject to change depending upon the actual final sources and uses for the Project which will be determined subsequent to the completion of construction of the Project. Any amount of deferred Developer Fee in excess of the Priority Deferred Developer Fee Amount shall be payable from Borrower’s share of Project residual receipts.
11. COLLATERAL/DOCUMENTATION:
The Construction/Permanent Loan shall be secured by a subordinate leasehold deed of trust on the Site and a subordinate collateral assignment of contracts, plans, and specifications. The City’s affordability restrictions shall be recorded against the Site, subject only to those encumbrances permitted by the City. The Construction/Permanent Loan will be evidenced by a loan agreement and such other documentation as required by the City.
12. AFFORDABILITY RESTRICTIONS: The City’s affordability restrictions (“Affordable 2310 Calle Del Mundo
City of Santa Clara
Housing and Community Services Division
P a g e | 3
Housing Agreement”) shall restrict sixteen (16) units rented to households with income levels at or below 30% TCAC AMI, fifty-eight (58) units rented to households with income levels at or below 50% TCAC AMI, seventy-six (76) units rented to households with income levels at or below 70% AMI and one (1) unrestricted manager’s unit.
13. OTHER LENDERS: Construction, permanent and other soft lender loans shall be provided as follows:
• Senior Tax Exempt construction financing from CalHFA/Bank of America in the anticipated amount of approximately $42,500,000 (the “Tax Exempt Construction Loan”).
• Senior Taxable construction financing from Bank of America in the anticipated amount of approximately $19,650,000 (the “Taxable Construction Loan”). • Senior Permanent Financing from CalHFA in the anticipated amount of approximately $24,000,000 (the “CalHFA Conventional Loan”). • Senior Permanent Financing from CalHFA (MIP) in the anticipated amount of approximately $7,025,000 (the “CalHFA MIP Loan”).
• Junior construction/permanent financing from Life Span Home, Inc. in the anticipated amount of approximately $1,700,000
14. SUBORDINATION: The City shall subordinate the lien of its Construction/Permanent Loan deed of trust to the liens securing the Tax Exempt Construction Loan, the Taxable Construction Loan, the CalHFA Conventional Loan and the CalHFA MIP Loan., subject to a subordination agreement in form and content acceptable to the City.
15. RESERVED.
16. DEVELOPMENT PRO FORMA: Borrower shall submit for City approval an acquisition and construction/permanent financial pro forma (the “Pro forma”) reflecting Borrower’s projections of tax credit equity, estimated income and operating expense cash flow for the Project and Development, and loan balances for 55 years to City’s satisfaction.
17. DEVELOPER FEE: Pursuant to the California Code of Regulations Section 10327(c)(2)(B) (TCAC regulations) on developer fees, the maximum developer fee shall be 15% of the Project’s unadjusted eligible basis, with the maximum cash portion of the development fee equal to or less than $2,500,000 plus $20,000 per unit for each Tax Credit unit in excess of 100 units (the “Developer Fee”). No interest is allowed on the deferred fee.
18. DUE DILIGENCE: Borrower shall provide all reports, studies, approvals, plans, drawings and other due diligence documents, in form and content acceptable to City, as reasonably requested by the City, including without limitation, an appraisal, a Phase I report, an ALTA survey, and preliminary title reports for the Site.
19. RESERVED.
2310 Calle Del Mundo
City of Santa Clara
Housing and Community Services Division
P a g e | 4
20. PREVAILING WAGE REQUIREMENTS: Borrower shall pay, or cause to be paid, prevailing wages for the construction and demolition work if required by state and federal prevailing wage laws, including without limitation, the California Labor Code and the Davis-Bacon Act.
21. INSURANCE: Borrower shall procure and maintain insurance in form and amount approved by the City’s requirements
22. GOOD NEIGHBOR PRACTICES: Borrower will work in collaboration with the City to address concerns and issues the community identified while simultaneously making the City aware of any such issues.
23. EXPIRATION: The City’s term sheet shall expire by January 31st, 2023, or sooner if City determines in its sole and absolute discretion that the Project is not making substantial progress towards the commencement of construction.
Summary Mainline North Apartments
Number of Units:
Property Name: Mainline North Apartments Project #: 701 Total Rentable Sq.Ft.:
Street Address: 2310 Calle Del Mundo APNs: 097-46-024 Net Acreage:
State: California County: Santa Clara Bedrooms per Net Acre:
City: Santa Clara TCAC Region: South & West Bay Region SDDA/QCT:
Zip Code: 95054 CDLAC Region: Bay Area Region TCAC #: 22-462 Opportunity Map:
Project Type: Non-Targeted & At-Ri Census tract: 5050.01 CDLAC#: 22-462 Prevailing Wage:
Project Finance Structure: 4% TC / Bonds Elevator: Elevator Cum.
Income Avg: Yes Land Acquisition Date: Months
Senior Lender: CalHFA Const. LC: Finance Closing Date: 0 Other Debt: CalHFA MIP & City of Santa Clara Construction Start: 0 Bond Issuer: CalHFA Federal State Construction Period: 25 Months 25 TC Investor: BofA $ 0.940 -$ Rent-up Period: 9 Months 34 1st Yr. Credit Delivery: December-25 1st Yr. Credits: 81.57% Stabilization Period: 3 Months 37 Sources (Permanent) Total Per Unit Rate Fixed/Float Term Amort YM Period DSCR LTV LTC Senior Loan: $ 23,950,000 $ 6.560% 158,609 Fixed 17 40 16.5 1.15 80% 80% NOI During Construction: $ 1,889,291 $ 12,512
Tax Credit Equity: $ 38,304,985 $ 253,675 Interest Rate Repay Term S/P Developer's Fee Note: USA MFD 6,884,387 $ $ 45,592 0.00% Y 55 S Subsidy Loans: City of Santa Clara 6,000,000 $ $ 39,735 0.00% Y 55 P Subsidy Loans: CalHFA MIP $ 7,025,000 $ 46,523 3.43% Y 17 P Subsidy Loans: LSH Loan $ 1,695,645 $ 11,229 0.00% N 55 P Other Subsidy: Comm. Space Sale 1,800,000 $ $ 11,921 N
Total 87,549,308 $ $ 579,797
Uses Total Per Unit
Property Acquisition: $ 1,565,673 $ Land + Depreciable Basis: 10,369 Construction (incl. Bonds): $ 43,468,375 $ 50% of Land + Dep. Basis: 287,870 Construction General Conditions: $ 2,816,825 $ Permanent TE Loan: 18,654 Contractor Overhead & Profit: $ 3,480,567 $ Const. Period TE Loan: 23,050 Construction Contingency: $ 2,488,289 $ Surplus/(Gap) to Meet 50%: 16,479 Financing Costs: $ 10,057,281 $ 66,605
Other Transaction Costs: $ 14,284,489 $ 94,599
Developer's Fee/Overhead: $ 9,387,809 $ Max. Allowed per TCAC 62,171 37.3% Total 87,549,308 $ $ Minimum Amount to Defer 579,797
Over/(Short) $ (0) Additional Cash Avail/(Def. Req)
Unit Mix & Affordability 0 Bedroom 1 Bedroom 2 Bedroom 3 Bedroom 30% TCAC 9 4 3 0
50% TCAC 32 15 8 3 38.7%
70% TCAC 49 15 12 0 50.7%
Aff. Sub-total 90 34 23 3
Employee 0 0 1 0
Total Units 90 34 24 3
75,693
0.77 118.2
Yes
TCAC Cash Developer Fee Limits
Moderate
None
12/15/2022
12/15/2022
12/15/2022
1/15/2025
Construction Period Loans
Const. Period TE Loan: Taxable Bridge Loan:
Floating
10/15/2025
40,501,644 Floating
7.18%
37 Months
85%
1/15/2026
50% Test
81,003,287
150
1 % of Affordable
10.7%
100.0%
Total Units
16 6.93%
37 Months
85%
85%
23,950,000
18,550,000
1,998,356
52.47%
4 Bedroom
151
% of CF to Pay Sub Pro-rata Share
151
76 0
0 85%
58 0
100%
100%
100%
100%
46.1%
53.9%
3,500,000
0 0
0 5,887,809
996,578
Affordable PF ver. 2022.5
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Unit Mix and Rent Schedule Mainline North Apartments
Unit Type Affordability
Number
of Units Net SF Ttl SF
Max Gross
TC Rent
Max Gross
Other
Utility
Allow.
Max Net
Rent
Max
Acheivable
Rent
Net Monthly
Rent Total Rent Market Rent
% Below
Market Rents
Subsidy
Units
Subsidy
Rent Difference
Total Rent
Subsidy
Overhang:
0 Bedroom 30% TCAC 9 371 885$ 3,339 $ 36 $ 849 $ 849 $ 7,641 $ 2,460 65.5% 0 Bedroom 50% TCAC 32 371 11,872 $ 1,475 $ 1,439 36 $ $ 1,439 $ 46,048 $ 2,460 41.5% 0 Bedroom 70% TCAC 49 371 18,179 $ 2,065 $ 2,029 36 $ $1,850 $ 1,850 $ 90,650 $ 2,460 24.8%1 Bedroom 30% TCAC 4 537 2,148 948$ $ 43 $ 905 $ 905 $ 3,620 $ 2,768 67.3% 1 Bedroom 50% TCAC 15 537 1,580$ 8,055 $ 1,537 43 $ $ 1,537 $ 23,055 $ 2,768 44.5% 1 Bedroom 70% TCAC 15 537 2,212$ 8,055 $ 2,169 43 $ $ 2,169 $ 32,535 $ 2,768 21.6% 2 Bedroom 30% TCAC 3 865 1,137$ 2,595 $ 1,079 58 $ $ 1,079 $ 3,237 $ 3,204 66.3% 2 Bedroom 50% TCAC 8 865 1,896$ 6,920 $ 1,838 58 $ $ 1,838 $ 14,704 $ 3,204 42.6% 2 Bedroom 70% TCAC 12 865 10,380 $ 2,654 $ 2,596 58 $ $ 2,596 $ 31,152 $ 3,204 19.0% 3 Bedroom 50% TCAC 3 1,095 2,190$ 3,285 $ 2,116 74 $ $ 2,116 $ 6,348 $ 3,918 46.0% Subtotal 150 499 74,828 1,727$ 258,990$ 0 $ -
2 Bedroom Employee 1 865 865 -$ -$ -$
Totals/Averages 151 501 75,693 1,715$ 258,990$ 0 $ -Rent and Utility Allowances Escalator: 0% Unit Mix / Affordability Program 0 Bed 1 Bed 2 Bed 3 Bed 4 Bed 0 Bed 1 Bed 2 Bed 3 Bed 4 Bed Total Units Aff. % Total SqFt Aff % Total Bdrms Avg. Inc. 30% TCAC $ 948 885 $ 1,137 $ 1,314$ 1,466 $ 30% TCAC 9 4 3 0 0 16 10.7% 8,082 10.8% 10 480.0% 50% TCAC $ 1,580$ 1,896$ 2,190$ 2,443$ 1,475 50% TCAC 32 15 8 3 0 58 38.7% 30,132 40.3% 40 2900.0% 70% TCAC $ 2,212$ 2,654$ 3,066$ 3,421$ 2,065 70% TCAC 49 15 12 0 0 76 50.7% 36,614 48.9% 39 5320.0% Aff. Sub-total 90 34 23 3 0 150 100.0% 74,828 100.0% 89 58.0% Santa Clara HAUA Eff Date: 10/1/2021 Unit % By Bed 60.0% 22.7% 15.3% 2.0% 0.0% 100.0% Employee 0 0 1 0 0 1 - 2
Utility Fuel Type 0 Bed 1 Bed 2 Bed 3 Bed 4 Bed Total Units 90 34 24 3 0 151 91Heating Electric $ 13$ 16$ 19$ 11 Cooking Electric 5$ 6$ 9$ 12$ Income Limits 2022 Santa Clara Other Electric $ 24$ 33$ 43$ 20 HH Size 1 2 3 4 5 6 7 8 A/C 20% Income $ 26,960$ 30,340$ 33,700$ 23,600 36,400$ 39,100$ 41,800$ 44,500$ Water Heating 30% Income $ 40,440$ 45,510$ 50,550$ 35,400 54,600$ 58,650$ 62,700$ 66,750$ Water 35% Income $ 47,180$ 53,095$ 58,975$ 41,300 63,700$ 68,425$ 73,150$ 77,875$ Sewer 40% Income $ 53,920$ 60,680$ 67,400$ 47,200 72,800$ 78,200$ 83,600$ 89,000$ Trash 45% Income $ 60,660$ 68,265$ 75,825$ 53,100 81,900$ 87,975$ 94,050$ 100,125$ Other (Specify) 50% Income $ 67,400$ 75,850$ 84,250$ 59,000 91,000$ 97,750$ 104,500$ 111,250$ Total $ 43$ 58$ 74$ -$ 36 55% Income $ 74,140$ 83,435$ 92,675$ 100,100$ 107,525$ 114,950$ 122,375$ 64,900 60% Income $ 80,880$ 91,020$ 101,100$ 70,800 109,200$ 117,300$ 125,400$ 133,500$ Project Unit Number & S Units Sq. Ft. 70% Income $ 94,360$ 106,190$ 117,950$ 82,600 127,400$ 136,850$ 146,300$ 155,750$ Market Total non-Tax Credit Un 00 80% Income $ 107,840$ 121,360$ 134,800$ 94,400 145,600$ 156,400$ 167,200$ 178,000$ Employee Total units (excluding m 150 74,828 90% Income $ 121,320 106,200 $ 136,530$ 151,650$ 163,800$ 175,950$ 188,100$ 200,250$ Total Low Income Units 150 74,828 100% Income $ 134,800 118,000 $ 151,700$ 168,500$ 182,000$ 195,500$ 209,000$ 222,500$ Ratio of Low Income 100.00% 100.00% 110% Income $ 148,280 129,800 $ 166,870$ 185,350$ 200,200$ 215,050$ 229,900$ 244,750$ 120% Income $ 161,760 141,600 $ 182,040$ 202,200$ 218,400$ 234,600$ 250,800$ 267,000$ Rent Advantage Rent Subsidy Calculation
Notes
180019932404
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Uses of Funds - Basis Determination Mainline North Apartments 151 Units
Amortized and/or Acquisition Const/Rehab
Property Acquisition: Per Unit Total Costs Expensed Basis Basis Land/Bridge Loan: 1,314,225 $ $ - $ 1,314,225
Holding Costs: $ - 251,447 $ $ 251,447
Land Lease Payments: $ 1 $ 1
Total Acquisition: 10,369 $ 1,565,673 $ $ - 1 $ 1,565,672 $ Construction Costs:
Off-site Improvements: $ - 677,500 $ $ 677,500
On-site Improvements: $ 4,756,825 $ - $ 4,756,825
Common Area: $ 1,284,000 $ 1,284,000
Clubhouse: $ 1,618,500 $ 1,618,500
Residential: 146,751 $ $ 22,159,425 $ 1,004,050 $ 21,155,375 Garage / Podium: $ 11,927,125 $ 248,220 $ 11,678,905
Retail / Tenant Improvements: $ 1,045,000 $ 1,045,000 $ - General Conditions: $ 112,673 $ 6.48% 148,867 2,816,825 $ $ 2,667,958 Overhead & Profit: $ 7.52% 183,945 3,480,567 $ $ 3,296,622 Hard Cost Contingency: 5.0% $ 2,488,289 $ - $ 2,488,289 Sub-Total Construction: $ 346,053 $ 52,254,056 $ 2,630,082 Insurance / OCIP: $ 24.00 $ 1,254,098 $ - $ 1,254,098
Total Construction: 354,359 $ $ 53,508,154 $ 2,630,082 $ 50,878,072 Financing Costs:
Senior Loan: $ 940,140 $ 582,032 $ 358,108
Taxable Bridge Loan: $ 196,500 $ 63,730 $ 132,770
Subsidy Loans:CalHFA MIP $ 70,250 $ 70,250 $ -
Other Subsidy: $ 112,500 $ 112,500 $ -
Interest During Construction: $ 4,511,305 $ 4,511,305
Interest Prior to Conversion: $ 3,917,690 $ 3,917,690
Cost of Issuance: $ 308,896 $ 308,896 $ -
Total Financing Costs: $ 10,057,281 $ 5,055,098 $ 5,002,183 Other Transaction Costs:
Market Study: $ 27,600 $ - $ 27,600
Appraisal: $ - 3,500 $ - $ $ 3,500
Development: $ - 852,296 $ $ 852,296
Planning & Impact Fees: 30,368 $ $ - 4,585,636 $ $ 4,585,636 Building Permits: $ 12,236 $ 1,847,636 $ - $ 1,847,636
Architecture: $ - 2,526,360 $ $ 2,526,360
Engineering: $ - 640,719 $ $ 640,719
Developer Legal: 150,000 $ $ - 150,000 $ $ -
Title / Escrow / Organizational Costs: 110,000 $ $ - $ 110,000 Property Taxes During Const: 2,565 $ $ - $ 2,565
Audit / Accounting / Cost Cert: $ - 25,000 $ $ 25,000
Office / Common Area / FF&E: $ - 290,000 $ $ 290,000
Property Mgmt Start-up Costs: $ 100,000 $ 100,000
TCAC App/Allocation/Monitoring Fees: $ 103,255 $ 103,255 Operating Reserves: 3.00 mos. $ 680,837 $ 680,837
Construction Inspections: $ 1,800 $ 45,000 $ - $ 45,000 Promotion/Marketing: 331 $ $ 50,000 $ 50,000
Relocation: $ 406,830 $ 406,830 $ -
Soft Cost Contingency: $ 583,157 5.00% $ - $ 583,157
Total Other Transaction Costs: $ 13,030,391 $ 1,490,922 $ - $ 11,539,469 Total Development Costs: $ 78,161,499 $ 9,176,103 $ - $ 68,985,396 Developer's Fee/Overhead: $ 9,387,809 $ - $ 9,387,809
Total Development Costs: $ 579,797 $ 87,549,308 $ 9,176,103 $ - $ 78,373,205 Tax Credit Equity Calculation
Tax Credit Basis: $ 78,373,205 $ - $ 78,373,205
Voluntarily Basis Reduction: $ - $ -
Total Requested adjusted Eligible Basis: $ 78,373,205 $ 78,373,205 DDA/QCT: 130% 101,885,166 $ $ 101,885,166 - $
Percent of Units Tax Credit Eligible: 100% 101,885,166 $ Max. Credit/Award $ 101,885,166 - $ Fed. Annual Credits: 4.00% $ 4,075,406 $ 75,000,000 $ - $ 4,075,406 Total Fed. Credits: 10 $ 40,754,060
LP Investor's Percentage Share: 99.99% $ 40,749,984 Max Eligible Basis: 128,721,562 $ Tax Credit Equity Contribution @: $ 0.9400 $ 38,304,985 OK State Tax Credits . Max Credits 2023
No 0.0% - $ TCAC Award 2024
Total State Credits: 100.00% $ - $ 50,000,000 2025
Tax Credit Equity Contribution @: $ 0.75 $ - 2026
TOTAL TC EQUITY 38,304,985 $
I
Cost of Issuance Mainline North Apartments
Orig. Fee Legal Fees 3rd Party/Misc Total Ineligible Eligible Senior Loan - Construction 42,500,000 1.00% 425,000 65,000 40,000 530,000 171,892 358,108 Senior Loan - Permanent 23,950,000 1.00% 239,500 35,000 135,640 410,140 410,140 Taxable Bridge Loan: Const 19,650,000 1.00% 196,500 - - 196,500 63,730 132,770 Subsidy Loans: CalHFA MIP Perm 7,025,000 1.00% 70,250 - - 70,250 70,250 - Safehold Expenses 0 - 112,500 - 112,500 112,500 -
Other Subsidy: Comm. Space Sale 1,800,000 - - - - - -
CalHFA Fees
Bond Related Costs Issuer: CalHFA 110,000
Issuer Bond Application Fee: $ 5,000 25,640
Up-Front Issuer's Fee: 43,75 $ 0 135,640
1st Installment of Issuer's Annual Fee: $ 1,771 1 Months pro-rated Issuer's Counsel: -$
Bond Counsel: $ 62,000
CDIAC Fee 0.025% 5,000 $
CDLAC Allocation Fee: 0.035% $ 14,875
Underwriter's Fee: 0.000% -$
Bond Underwriter Counsel: -$
CalHFA Annue Fee (3 yrs): $ 22,500
Trustee incl legal $ 19,000 Legal + 3 years fees @ $4K/y $ 173,896
Other Issuance Costs
Developer Legal: $ 150,000
MGP Startup Fee: $ 85,000 $75K Closing Fee (pd 50% at closing/50% at perm loan) +$10K tax filing fee Tax Credit Origination Fee: $ 25,000
Organizational Costs: $ 10,000
Title and Escrow: $ 100,000
Other: $ 25,000 Life Span Home fee
Contingency:
$ 395,000
USA Properties Fund, Inc.
Cost of Issuance
1:17 PM 11/28/2022
http://usatoday/sites/finance/Project Documents/Mainline North-Santa Clara-701/Proforma/22-1128_701_PF_Mainline - reduced DevFee.xlsm I I I I I I I I I I I :
Operations Proforma & Loan Sizing 151 Units Mainline North Apartments INCOME Per Unit Annual
Gross Rental Income: $ 1,715 $ 3,107,880
Laundry Income: $ 15.00 $ 27,180 Income Details
Other Income (Vending, Cable Ags): $ - $ % of Late Fees / Month: % of App Fees / Month: % of Turnover: - Late Fees: - $ - $ 0.0% 0.0% 0%
Application Fees: $ - $ Per Late Fee: Per App Fee: $ per Turn: - Turnover: $ - $ - $40 $40 $300
Total Income $ 3,135,060 $0 $0
Less Vacancy and Collection Loss $ (156,753) 5.00%
Net Rental Income 2,978,30 $ 7
EXPENSES
Utilities: $ 1,591 $ 240,241
Advertising: $ 28 $ 4,228 Payroll Detail Number Total
Payroll: $ 1,834 $ Community Manager: 276,890 1 $ 87,859 Repairs and Maintenance: $ 538 $ 81,238 Asst Community Mgr: 0 $ - Turnover: $ 105 $ Leasing Agent: 15,855 1 $ 69,222
Grounds, Pool and Contract: $ 45 $ Maintenance Tech 6,795 1 $ 85,197 Security: $ 56 $ Maintenance Tech 8,456 0.5 $ 34,611
Management Fees: 789 $ 119,132 $ Porter 0 $ -
Admin: $ 327 $ Compliance 49,377 0 $ -
Tax Prep/Audit: $ 70 $ 3.5 276,890 10,570 $
Tenant Relations: $ 25 $ 3,775
Business License & Permits: $ 76 $ Employee Units Included in Payroll 11,476 Yes Insurance: $ 400 $ Mgmt Fee Total 60,400 4.0%
Social Services: 167 $ 25,200 $ Below the Line 0.0%
Property Taxes: 8 $ 1,231 $ Above the Line 4.0%
Annual Monitoring Fees: $ 121 $ 18,300 Ad Valorem Rate: CFD/Assess Per Unit:
Annual Transit Passes: $ - $ 1.2070% - $8
Parking Stacker Maintenance Fee: $ 281 $ 42,480
Issuer Fee: $ 50 $ 7,500
Replacement Reserves $ 300 $ TCAC OPEX Minimum Reduction 45,300 Adjusted OPEX Min.
Total Expenses $ 1,028,444 6,811 $ $6,930 15% $ 5,891
Net Operating Income 1,949,86 $ 3 Ttl Exp less SS, Tax, Monitor, Trans, WiFi, GL, RR: 6,215 $ CONSTRUCTION PERIOD Senior Loan: Rent Subsidy Loan: Taxable Loan: Other Loan-Hard: B Bond Loan (TE):
$ - 42,500,000 $ 19,650,000 $ - $ - $
68.38% 0.00% 31.62% 0.00% 0.00%
Index Interest Rate: 4.030% 4.030% 8.500%
Spread: 2.150% 2.150%
Total Annual Ongoing Fees 2.150% 0.000% 2.150% 0.000% 0.000% Estimated Pay Rate: 6.180% 0.000% 6.180% 0.000% 8.500%
Underwriting Spread: 0.750% 1.000% 0.000% 0.000%
All-In Rate: 6.930% 0.000% 7.180% 0.000% 8.500%
PERMANENT DEBT Senior Loan: Rent Subsidy Loan: Taxable Loan: Other Loan-Hard: B Bond Loan (TE):
$ 23,950,000 $ - $ - $ - $ -
100.00% 0.00% 0.00% 0.00% 0.00%
Index Interest Rate: 3.380% 8.500%
Spread: 3.180%
Total Annual Ongoing Fees 3.180% 0.000% 0.000% 0.000% 0.000% Projected Note Rate: 6.560% 0.000% 0.000% 0.000% 8.500% Underwriting Spread: 0.000% 0.000%
All-In Rate: 6.560% 0.000% 0.000% 0.000% 8.500%
LOAN SIZING Senior Loan: Rent Subsidy Loan: Taxable Loan: Other Loan-Hard: B Bond Loan (TE):
Underwriting Interest Rate: 6.560% 0.000% 0.000% 0.000% 8.500% NOI Available for DSC Test: 1,695,53 $ 3 $ 631 $ 631 $ 631 Maximum Mortgage per LTC Constraint: 70,035,00 $ 0 $ - $ - $ - Maximum Mortgage per LTV Constraint: 34,664,00 $ 0 $ - $ - $ - Maximum Mortgage per DSC Test: 23,955,00 $ 0 $ - $ - $ - Max Loan per LTV/DSC/LTC Constraints: $ 23,955,000 $ - $ - $ - - :
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30-Year Cash Flow - Mainline North Apartments
2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 Year: 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17
Income Escalation yrs: 3
Affordable Rental Income: 3.0% $ 3,396,064 3,497,946$ 3,602,885$ 3,710,971$ $ 3,822,300 $ 3,936,969 $ 4,055,078 $ 4,176,731 $ 4,302,033 $ 4,431,094 $ 4,564,027 $ 4,700,947 $ 4,841,976 $ 4,987,235 $ 5,136,852 $ 5,290,958 $ 5,449,686 Other Income: 3.0% $ 29,700 30,591$ 31,509$ 32,454$ $ 33,428 $ 34,431 $ 35,464 $ 36,528 $ 37,623 $ 38,752 $ 39,915 $ 41,112 $ 42,346 $ 43,616 $ 44,924 $ 46,272 $ 47,660 Gross Potential Income: 3,425,765$ 3,528,538$ 3,634,394$ 3,743,426$ $ 3,855,728 $ 3,971,400 $ 4,090,542 $ 4,213,258 $ 4,339,656 $ 4,469,846 $ 4,603,941 $ 4,742,060 $ 4,884,321 $ 5,030,851 $ 5,181,776 $ 5,337,230 $ 5,497,347 Vacancy/Collection Loss: 5.00% $ 171,288 176,427$ 181,720$ 187,171$ $ 192,786 $ 198,570 $ 204,527 $ 210,663 $ 216,983 $ 223,492 $ 230,197 $ 237,103 $ 244,216 $ 251,543 $ 259,089 $ 266,861 $ 274,867 Net Rental Income: $ 3,254,476 3,352,111$ 3,452,674$ 3,556,254$ $ 3,662,942 $ 3,772,830 $ 3,886,015 $ 4,002,596 $ 4,122,673 $ 4,246,354 $ 4,373,744 $ 4,504,957 $ 4,640,105 $ 4,779,308 $ 4,922,688 $ 5,070,368 $ 5,222,479 Operating Expenses Escalation yrs: 3
Operating Expenses: 6,791 $ 3.0% $ 1,056,192$ 1,025,429 1,087,878$ 1,120,514$ $ 1,154,129 $ 1,188,753 $ 1,224,416 $ 1,261,148 $ 1,298,983 $ 1,337,952 $ 1,378,091 $ 1,419,434 $ 1,462,017 $ 1,505,877 $ 1,551,054 $ 1,597,585 $ 1,645,513 Resident Services: 3.0% $ 25,200 25,956$ 26,735$ 27,537$ $ 28,363 $ 29,214 $ 30,090 $ 30,993 $ 31,923 $ 32,880 $ 33,867 $ 34,883 $ 35,929 $ 37,007 $ 38,117 $ 39,261 $ 40,439 Property Taxes/Assessments: $ 9 2.0% $ 1,306 1,332$ 1,359$ 1,386$ $ 1,414 $ 1,442 $ 1,471 $ 1,501 $ 1,531 $ 1,561 $ 1,592 $ 1,624 $ 1,657 $ 1,690 $ 1,724 $ 1,758 $ 1,793 Annual Monitoring Fees: $ 129 2.0% $ 19,420 19,809$ 20,205$ 20,609$ $ 21,021 $ 21,441 $ 21,870 $ 22,308 $ 22,754 $ 23,209 $ 23,673 $ 24,146 $ 24,629 $ 25,122 $ 25,624 $ 26,137 $ 26,660 Ground Lease Payment: $ - 2.0% $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ $ - Capital Replacement Reserves: $ 300 3.0% $ 45,300 46,659$ 48,059$ 49,501$ $ 50,986 $ 52,515 $ 54,091 $ 55,713 $ 57,385 $ 59,106 $ 60,879 $ 62,706 $ 64,587 $ 66,525 $ 68,520 $ 70,576 $ 72,693 Total Operating Expenses: $ 1,116,656 1,149,948$ 1,184,235$ 1,219,546$ $ 1,255,913 $ 1,293,366 $ 1,331,938 $ 1,371,663 $ 1,412,575 $ 1,454,709 $ 1,498,102 $ 1,542,793 $ 1,588,819 $ 1,636,221 $ 1,685,039 $ 1,735,317 $ 1,787,097 Net Operating Income: $ 2,137,821 2,202,163$ 2,268,439$ 2,336,708$ $ 2,407,029 $ 2,479,464 $ 2,554,077 $ 2,630,933 $ 2,710,099 $ 2,791,645 $ 2,875,642 $ 2,962,164 $ 3,051,286 $ 3,143,088 $ 3,237,648 $ 3,335,051 $ 3,435,382 Amortizing Loan Payments and Financing Fees
Senior Loan: $ 1,694,903 1,694,903$ 1,694,903$ 1,694,903$ $ 1,694,903 $ 1,694,903 $ 1,694,903 $ 1,694,903 $ 1,694,903 $ 1,694,903 $ 1,694,903 $ 1,694,903 $ 1,694,903 $ 1,694,903 $ 1,694,903 $ 1,694,903 $ 1,694,903 After Amortizing Loan Payments and Financing Fees: 442,918$ 507,260$ 573,537$ 641,805$ $ 712,127 $ 784,562 $ 859,175 $ 936,030 $ 1,015,196 $ 1,096,742 $ 1,180,739 $ 1,267,261 $ 1,356,384 $ 1,448,185 $ 1,542,746 $ 1,640,149 $ 1,740,479 DCR 1.26 1.30 1.34 1.38 1.42 1.46 1.51 1.55 1.60 1.65 1.70 1.75 1.80 1.85 1.91 1.97 2.03 Priority Distributions
Asset Management Fee (TC Investor): $ 3.0% 7,500 $ 7,725$ 7,500 7,957$ 8,195$ $ 8,441 $ 8,695 $ 8,955 $ 9,224 $ 9,501 $ 9,786 $ 10,079 $ 10,382 $ 10,693 $ 11,014 $ 11,344 $ 11,685 $ 12,035 Managing General Partner Fee: $ 11 $ 19,932 2.0% $ 19,932 20,331$ 20,737$ 21,152$ $ 21,575 $ 22,007 $ 22,447 $ 22,896 $ 23,354 $ 23,821 $ 24,297 $ 24,783 $ 25,279 $ 25,784 $ 26,300 $ 26,826 $ 27,362 Net Cash After Priority Distributions: $ 415,486 479,205$ 544,843$ 612,458$ $ 682,110 $ 753,861 $ 827,772 $ 903,911 $ 982,342 $ 1,063,136 $ 1,146,363 $ 1,232,096 $ 1,320,412 $ 1,411,387 $ 1,505,102 $ 1,601,638 $ 1,701,082 Residual Loan Payments
Developer's Fee Note: USA MFD $ 6,884,387 415,486$ 479,205$ 544,843$ 612,458$ $ 682,110 $ 753,861 $ 413,886 $ 451,955 $ 491,171 $ 531,568 $ 573,181 $ 616,048 $ 318,615 -$ -$ -$ -$ Subsidy Loans: City of Santa Clara $ 6,000,000 -$ -$ -$ -$ -$ $ 190,658 - $ $ 208,194 $ 226,259 $ 244,868 $ 264,037 $ 283,784 $ 304,126 $ 325,080 $ 346,664 $ 368,899 $ 391,804 Subsidy Loans: CalHFA MIP $ 7,025,000 -$ -$ -$ -$ -$ -$ 223,228 $ $ 243,761 $ 264,912 $ 286,700 $ 309,144 $ 332,264 $ 356,080 $ 380,614 $ 405,886 $ 431,920 $ 458,737Subsidy Loans: LSH Loan $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Net Cash After Residual Loan Payments: $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 341,591 $ $ 705,693 $ 752,551 $ 800,819 $ 850,541 $ 83,097
Other Partnership Fee Distributions
Net Cash Split to Developer (USA): 90.0% $ -$ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 307,432 $ $ 635,124 $ 677,296 $ 720,737 $ 765,487 Balance to Partnership based on Percentage Interest: $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ $ 34,159 $ 70,569 $ 75,255 $ 80,082 $ 85,054 Developer's Fee Note: USA MFD Repay: Yes
Beginning Balance: 6,884,387$ 6,468,901$ 5,989,696$ 5,444,854$ $ 4,832,396 $ 4,150,286 $ 3,396,425 $ 2,982,539 $ 2,530,583 $ 2,039,412 $ 1,507,845 $ 934,663 $ 318,615 -$ -$ -$ -$ Interest in Period: 0.00% Compounding $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Payment: $ 5,991,384 415,486$ 479,205$ 544,843$ 612,458$ $ 682,110 $ 753,861 $ 413,886 $ 451,955 $ 491,171 $ 531,568 $ 573,181 $ 616,048 $ 318,615 -$ -$ -$ -$ Ending Balance: 6,468,901$ 5,989,696$ 5,444,854$ 4,832,396$ $ 4,150,286 $ 3,396,425 $ 2,982,539 $ 2,530,583 $ 2,039,412 $ 1,507,845 $ 934,663 $ 318,615 -$ -$ -$ -$ -$ Net Cash After Developer Fee Payments: $ - -$ -$ -$ -$ -$ 413,886 $ $ 451,955 $ 491,171 $ 531,568 $ 573,181 $ 616,048 $ 1,001,797 $ 1,411,387 $ 1,505,102 $ 1,601,638 $ 1,701,082 Subsidy Loans: City of Santa Clara Repay: Yes
Beginning Principal Balance: 6,000,000$ 6,000,000$ 6,000,000$ 6,000,000$ $ 6,000,000 $ 6,000,000 $ 6,000,000 $ 5,809,342 $ 5,601,148 $ 5,374,889 $ 5,130,021 $ 4,865,983 $ 4,582,199 $ 4,278,073 $ 3,952,994 $ 3,606,329 $ 3,237,430 Interest in Period: 0.00% Simple $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Payment: $ - -$ -$ -$ -$ $ 190,658 - $ $ 208,194 $ 226,259 $ 244,868 $ 264,037 $ 283,784 $ 304,126 $ 325,080 $ 346,664 $ 368,899 $ 391,804 Accrued Interest: $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Ending Principal Balance: 6,000,000$ 6,000,000$ 6,000,000$ 6,000,000$ $ 6,000,000 $ 6,000,000 $ 5,809,342 $ 5,601,148 $ 5,374,889 $ 5,130,021 $ 4,865,983 $ 4,582,199 $ 4,278,073 $ 3,952,994 $ 3,606,329 $ 3,237,430 $ 2,845,626 Net Cash After Loan Payments: $ - -$ -$ -$ -$ $ 223,228 - $ $ 243,761 $ 264,912 $ 286,700 $ 309,144 $ 332,264 $ 697,671 $ 1,086,307 $ 1,158,437 $ 1,232,739 $ 1,309,278 Subsidy Loans: CalHFA MIP Repay: Yes
Beginning Principal Balance: 7,025,000$ 7,025,000$ 7,025,000$ 7,025,000$ $ 7,025,000 $ 7,025,000 $ 7,025,000 $ 7,025,000 $ 7,025,000 $ 7,025,000 $ 7,025,000 $ 7,025,000 $ 7,025,000 $ 7,025,000 $ 7,025,000 $ 7,025,000 $ 7,025,000 Interest in Period: 3.43% Simple $ 240,958 240,958$ 240,958$ 240,958$ $ 240,958 $ 240,958 $ 240,958 $ 240,958 $ 240,958 $ 240,958 $ 240,958 $ 240,958 $ 240,958 $ 240,958 $ 240,958 $ 240,958 $ 240,958 Payment: $ - -$ -$ -$ -$ $ 223,228 - $ $ 243,761 $ 264,912 $ 286,700 $ 309,144 $ 332,264 $ 356,080 $ 380,614 $ 405,886 $ 431,920 $ 458,737 Accrued Interest: $ 240,958 481,915$ 722,873$ 963,830$ $ 1,204,788 $ 1,445,745 $ 1,463,474 $ 1,460,671 $ 1,436,716 $ 1,390,974 $ 1,322,788 $ 1,231,481 $ 1,116,358 $ 976,702 $ 811,773 $ 620,811 $ 403,031 Ending Principal Balance: 7,025,000$ 7,025,000$ 7,025,000$ 7,025,000$ $ 7,025,000 $ 7,025,000 $ 7,025,000 $ 7,025,000 $ 7,025,000 $ 7,025,000 $ 7,025,000 $ 7,025,000 $ 7,025,000 $ 7,025,000 $ 7,025,000 $ 7,025,000 $ 7,025,000 Net Cash After Loan Payments: $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 3 $ 41,591 $ 705,693 $ 752,551 $ 800,819 $ 850,541 30-Year Cash Flow - Mainline North Apartments
Year:
Income Escalation yrs: 3
Affordable Rental Income: 3.0%
Other Income: 3.0%
Gross Potential Income:
Vacancy/Collection Loss: 5.00%
Net Rental Income:
Operating Expenses Escalation yrs: 3
Operating Expenses: 6,791 $ 3.0%
Resident Services: 3.0%
Property Taxes/Assessments: 9 $ 2.0%
Annual Monitoring Fees: 129 $ 2.0%
Ground Lease Payment: - $ 2.0%
Capital Replacement Reserves: 300 $ 3.0%
Total Operating Expenses:
Net Operating Income:
Amortizing Loan Payments and Financing Fees
Senior Loan:
After Amortizing Loan Payments and Financing Fees:
DCR
Priority Distributions
Asset Management Fee (TC Investor): $ 3.0% 7,500
Managing General Partner Fee: 11 $ $ 2.0% 19,932
Net Cash After Priority Distributions:
Residual Loan Payments
Developer's Fee Note: USA MFD $ 6,884,387
Subsidy Loans: City of Santa Clara $ 6,000,000Subsidy Loans: CalHFA MIP $ 7,025,000Subsidy Loans: LSH Loan $ - Net Cash After Residual Loan Payments:
Other Partnership Fee Distributions
Net Cash Split to Developer (USA): 90.0%
Balance to Partnership based on Percentage Interest:
Developer's Fee Note: USA MFD Repay: Yes
Beginning Balance:
Interest in Period: 0.00% Compounding
Payment: 5,991,384 $
Ending Balance:
Net Cash After Developer Fee Payments:
Subsidy Loans: City of Santa Clara Repay: Yes
Beginning Principal Balance:
Interest in Period: 0.00% Simple
Payment:
Accrued Interest:
Ending Principal Balance:
Net Cash After Loan Payments:
Subsidy Loans: CalHFA MIP Repay: Yes
Beginning Principal Balance:
Interest in Period: 3.43% Simple
Payment:
Accrued Interest:
Ending Principal Balance:
Net Cash After Loan Payments:
2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 2054 18 19 20 21 22 23 24 25 26 27 28 29 30
$ 5,613,177 $ 5,781,572 $ 5,955,019 $ 6,133,670 $ 6,317,680 $ 6,507,211 $ 6,702,427 $ 6,903,500 $ 7,110,605 $ 7,323,923 $ 7,543,640 $ 7,769,950 $ 8,003,048 $ 49,090 $ 50,563 $ 52,080 $ 53,642 $ 55,251 $ 56,909 $ 58,616 $ 60,375 $ 62,186 $ 64,051 $ 65,973 $ 67,952 $ 69,991$ 5,662,267 $ 5,832,135 $ 6,007,099 $ 6,187,312 $ 6,372,931 $ 6,564,119 $ 6,761,043 $ 6,963,874 $ 7,172,791 $ 7,387,974 $ 7,609,613 $ 7,837,902 $ 8,073,039 $ 283,113 $ 291,607 $ 300,355 $ 309,366 $ 318,647 $ 328,206 $ 338,052 $ 348,194 $ 358,640 $ 369,399 $ 380,481 $ 391,895 $ 403,652 $ 5,379,154 $ 5,540,528 $ 5,706,744 $ 5,877,947 $ 6,054,285 $ 6,235,913 $ 6,422,991 $ 6,615,681 $ 6,814,151 $ 7,018,576 $ 7,229,133 $ 7,446,007 $ 7,669,387 $ 1,694,878 $ 1,745,724 $ 1,798,096 $ 1,852,039 $ 1,907,600 $ 1,964,828 $ 2,023,773 $ 2,084,486 $ 2,147,021 $ 2,211,431 $ 2,277,774 $ 2,346,108 $ 2,416,491 $ 41,652 $ 42,901 $ 44,188 $ 45,514 $ 46,879 $ 48,286 $ 49,734 $ 51,226 $ 52,763 $ 54,346 $ 55,976 $ 57,656 $ 59,385 $ 1,829 $ 1,866 $ 1,903 $ 1,941 $ 1,980 $ 2,020 $ 2,060 $ 2,101 $ 2,143 $ 2,186 $ 2,230 $ 2,274 $ 2,320 $ 27,193 $ 27,737 $ 28,291 $ 28,857 $ 29,434 $ 30,023 $ 30,624 $ 31,236 $ 31,861 $ 32,498 $ 33,148 $ 33,811 $ 34,487 $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ 74,874 $ 77,120 $ 79,434 $ 81,817 $ 84,271 $ 86,799 $ 89,403 $ 92,086 $ 94,848 $ 97,694 $ 100,624 $ 103,643 $ 106,752 $ 1,840,426 $ 1,895,348 $ 1,951,913 $ 2,010,168 $ 2,070,165 $ 2,131,956 $ 2,195,594 $ 2,261,135 $ 2,328,636 $ 2,398,155 $ 2,469,753 $ 2,543,492 $ 2,619,436 $ 3,538,728 $ 3,645,180 $ 3,754,831 $ 3,867,778 $ 3,984,120 $ 4,103,957 $ 4,227,396 $ 4,354,545 $ 4,485,515 $ 4,620,420 $ 4,759,380 $ 4,902,515 $ 5,049,951 $ 1,694,903 $ 1,694,903 $ 1,694,903 $ 1,694,903 $ 1,694,903 $ 1,694,903 $ 1,694,903 $ 1,694,903 $ 1,694,903 $ 1,694,903 $ 1,694,903 $ 1,694,903 $ 1,694,903 $ 1,843,825 $ 1,950,277 $ 2,059,929 $ 2,172,876 $ 2,289,217 $ 2,409,055 $ 2,532,494 $ 2,659,643 $ 2,790,612 $ 2,925,518 $ 3,064,477 $ 3,207,612 $ 3,355,049
2.09 2.15 2.22 2.28 2.35 2.42 2.49 2.57 2.65 2.73 2.81 2.89 2.98 $ 12,396 $ 12,768 $ 13,151 $ 13,546 $ 13,952 $ 14,371 $ 14,802 $ 15,246 $ 15,703 $ 16,174 $ 16,660 $ 17,159 $ 17,674 $ 27,910 $ 28,468 $ 29,037 $ 29,618 $ 30,210 $ 30,814 $ 31,431 $ 32,059 $ 32,701 $ 33,355 $ 34,022 $ 34,702 $ 35,396$ 1,803,519 $ 1,909,041 $ 2,017,740 $ 2,129,712 $ 2,245,055 $ 2,363,869 $ 2,486,261 $ 2,612,337 $ 2,742,208 $ 2,875,989 $ 3,013,796 $ 3,155,751 $ 3,301,978 $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ 415,398 $ 439,702 $ 464,739 $ 490,529 $ 517,095 $ 518,163 -$ -$ -$ -$ -$ -$ -$ $ 486,362 $ 514,818 $ 544,132 $ 574,327 $ 605,432 $ 637,473 $ 670,479 $ 704,479 $ 739,502 $ 775,579 $ 812,742 $ 851,023 $ 890,457 $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ 901,760 $ 954,521 $ 1,008,870 $ 1,064,856 $ 1,122,527 $ 1,208,233 $ 1,815,782 $ 1,907,859 $ 2,002,707 $ 2,100,410 $ 2,201,054 $ 2,304,728 $ 2,411,522 $ 811,584 $ 859,069 $ 907,983 $ 958,370 $ 1,010,275 $ 1,087,409 $ 1,634,204 $ 1,717,073 $ 1,802,436 $ 1,890,369 $ 1,980,949 $ 2,074,255 $ 2,170,369 $ 90,176 $ 95,452 $ 100,887 $ 106,486 $ 112,253 $ 120,823 $ 181,578 $ 190,786 $ 200,271 $ 210,041 $ 220,105 $ 230,473 $ 241,152 $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ 1,803,519 $ 1,909,041 $ 2,017,740 $ 2,129,712 $ 2,245,055 $ 2,363,869 $ 2,486,261 $ 2,612,337 $ 2,742,208 $ 2,875,989 $ 3,013,796 $ 3,155,751 $ 3,301,978 $ 2,845,626 $ 2,430,228 $ 1,990,526 $ 1,525,787 $ 1,035,258 $ 518,163 -$ -$ -$ -$ -$ -$ -$ $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ 415,398 $ 439,702 $ 464,739 $ 490,529 $ 517,095 $ 518,163 -$ -$ -$ -$ -$ -$ -$ $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ 2,430,228 $ 1,990,526 $ 1,525,787 $ 1,035,258 $ 518,163 -$ -$ -$ -$ -$ -$ -$ -$ $ 1,388,121 $ 1,469,339 $ 1,553,002 $ 1,639,183 $ 1,727,959 $ 1,845,706 $ 2,486,261 $ 2,612,337 $ 2,742,208 $ 2,875,989 $ 3,013,796 $ 3,155,751 $ 3,301,978 $ 7,025,000 $ 7,025,000 $ 6,908,766 $ 6,601,606 $ 6,253,713 $ 5,862,784 $ 5,426,404 $ 4,942,050 $ 4,407,084 $ 3,818,745 $ 3,174,149 $ 2,470,281 $ 1,703,989 $ 240,958 $ 240,958 $ 236,971 $ 226,435 $ 214,502 $ 201,093 $ 186,126 $ 169,512 $ 151,163 $ 130,983 $ 108,873 $ 84,731 $ 58,447 $ 486,362 $ 514,818 $ 544,132 $ 574,327 $ 605,432 $ 637,473 $ 670,479 $ 704,479 $ 739,502 $ 775,579 $ 812,742 $ 851,023 $ 890,457 $ 157,627 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ 7,025,000 $ 6,908,766 $ 6,601,606 $ 6,253,713 $ 5,862,784 $ 5,426,404 $ 4,942,050 $ 4,407,084 $ 3,818,745 $ 3,174,149 $ 2,470,281 $ 1,703,989 $ 871,979 $ 901,760 $ 954,521 $ 1,008,870 $ 1,064,856 $ 1,122,527 $ 1,208,233 $ 1,815,782 $ 1,907,859 $ 2,002,707 $ 2,100,410 $ 2,201,054 $ 2,304,728 $ 2,411,522 Flow of Funds
Closing Jan-23 Feb-23 Mar-23 Apr-23 May-23 Jun-23 Jul-23 Aug-23 Sep-23 Oct-23 Nov-23 Dec-23 Jan-24 Feb-24 Mar-24 Apr-24 May-24 Jun-24 Jul-24 Aug-24 Sep-24 Oct-24 Property Acquisition: Total Costs Month 0 Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12 Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Land/Bridge Loan: 1,314,225 $ 1,314,225 $ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Holding Costs: $ 251,447 $ 251,447 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Land Lease Payments: $ 1 $ 1 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Total Acquisition: - $ 1,565,673 1,565,673 $ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Construction Costs:Off-site Improvements: $ 677,500 -$ -$ $ 112,917 - $ $ 112,917 $ 112,917 $ 112,917 $ 112,917 $ 112,917 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ On-site Improvements: $ 4,756,825 -$ -$ $ 475,683 - $ $ 475,683 $ 475,683 $ 475,683 $ 475,683 $ 475,683 $ 475,683 $ 475,683 $ 475,683 $ 475,683 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Common Area: $ 1,284,000 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 85,600 $ $ 85,600 $ 85,600 $ 85,600 $ 85,600 $ 85,600 $ 85,600 $ 85,600 $ 85,600 $ 85,600 Clubhouse: $ 1,618,500 $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ $ 107,900 - $ $ 107,900 $ 107,900 $ 107,900 $ 107,900 $ 107,900 $ 107,900 $ 107,900 $ 107,900 $ 107,900 Residential: $ 22,159,425 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ $ 1,477,295 - $ $ 1,477,295 $ 1,477,295 $ 1,477,295 $ 1,477,295 $ 1,477,295 $ 1,477,295 $ 1,477,295 $ 1,477,295 $ 1,477,295 Garage / Podium: $ 11,927,125 -$ -$ $ 1,192,713 - $ $ 1,192,713 $ 1,192,713 $ 1,192,713 $ 1,192,713 $ 1,192,713 $ 1,192,713 $ 1,192,713 $ 1,192,713 $ 1,192,713 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Retail / Tenant Improvements: $ 1,045,000 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 69,667 $ $ 69,667 $ 69,667 $ 69,667 $ 69,667 $ 69,667 $ 69,667 $ 69,667 $ 69,667 $ 69,667 General Conditions: $ 2,816,825 -$ -$ $ - $ 112,673 $ 112,673 $ 112,673 $ 112,673 $ 112,673 $ 112,673 $ 112,673 $ 112,673 $ 112,673 $ 112,673 $ 112,673 $ 112,673 $ 112,673 $ 112,673 $ 112,673 $ 112,673 $ 112,673 $ 112,673 $ 112,673 $ 112,673 Overhead & Profit: $ 3,480,567 -$ -$ $ 139,223 - $ $ 139,223 $ 139,223 $ 139,223 $ 139,223 $ 139,223 $ 139,223 $ 139,223 $ 139,223 $ 139,223 $ 139,223 $ 139,223 $ 139,223 $ 139,223 $ 139,223 $ 139,223 $ 139,223 $ 139,223 $ 139,223 $ 139,223 Hard Cost Contingency: $ 2,488,289 -$ -$ $ 138,238 - $ $ 138,238 $ 138,238 $ 138,238 $ 138,238 $ 138,238 $ 138,238 $ 138,238 $ 138,238 $ 138,238 $ 138,238 $ 138,238 $ 138,238 $ 138,238 $ 138,238 $ 138,238 $ 138,238 $ 138,238 -$ -$ Insurance / OCIP: $ 1,254,098 $ 1,254,098 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Total Construction: - $ 1,254,098 53,508,154 $ -$ $ 2,171,446 - $ $ 2,171,446 $ 2,171,446 $ 2,171,446 $ 2,171,446 $ 2,171,446 $ 2,058,529 $ 2,058,529 $ 2,058,529 $ 2,058,529 $ 2,130,596 $ 2,130,596 $ 2,130,596 $ 2,130,596 $ 2,130,596 $ 2,130,596 $ 2,130,596 $ 2,130,596 $ 1,992,357 $ 1,992,357 Financing Costs:Senior Loan: $ 940,140 $ 940,140 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Taxable Bridge Loan: $ 196,500 $ 196,500 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Subsidy Loans:CalHFA MIP $ 70,250 $ 70,250 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Other Subsidy: $ 112,500 $ 112,500 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Interest During Construction: $ 4,511,305 $ 31,652 $ 31,908 $ 32,166 $ 45,039 $ 57,986 $ 71,009 $ 84,107 $ 97,281 $ 110,532 $ 123,203 $ 135,949 $ 148,768 $ 162,243 $ 175,634 $ 190,787 $ 204,343 $ 217,979 $ 231,693 $ 245,489 $ 259,867 $ 274,331 $ 288,051 $ 301,876 Interest Prior to Conversion: $ 3,917,690 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Cost of Issuance: $ 308,896 $ 308,896 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Total Financing Costs: - $ 1,659,938 10,057,281 $ 31,908 $ 32,166 $ 45,039 $ 57,986 $ 71,009 $ 84,107 $ 97,281 $ 110,532 $ 123,203 $ 135,949 $ 148,768 $ 162,243 $ 175,634 $ 190,787 $ 204,343 $ 217,979 $ 231,693 $ 245,489 $ 259,867 $ 274,331 $ 288,051 $ 301,876 $ $ -
Other Transaction Costs: $ -Market Study: 27,600 $ 27,600 $ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Appraisal: $ 3,500 $ 3,500 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Development: $ 852,296 $ 852,296 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Planning & Impact Fees: $ 4,585,636 $ 4,585,636 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Building Permits: $ 1,847,636 $ 1,847,636 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Architecture: $ 2,526,360 $ 2,258,360 $ 10,720 $ 10,720 $ 10,720 $ 10,720 $ 10,720 $ 10,720 $ 10,720 $ 10,720 $ 10,720 $ 10,720 $ 10,720 $ 10,720 $ 10,720 $ 10,720 $ 10,720 $ 10,720 $ 10,720 $ 10,720 $ 10,720 $ 10,720 $ 10,720 $ 10,720 Engineering: $ 640,719 $ 640,719 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Developer Legal: $ 150,000 $ 150,000 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Title / Escrow / Organizational Costs: $ 110,000 $ 110,000 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Property Taxes During Const: $ 2,565 $ 2,565 -$ -$ $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Audit / Accounting / Cost Cert: $ 25,000 $ 25,000 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Office / Common Area / FF&E: $ 290,000 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ $ 290,000 - $ -$ -$ -$ -$ -$ -$ -$ -$ Property Mgmt Start-up Costs: $ 100,000 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ $ 100,000 - $ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ TCAC App/Allocation/Monitoring Fees: $ 103,255 $ 41,755 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Operating Reserves: $ 680,837 -$ -$ -$ $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Construction Inspections: $ 45,000 -$ 1,800 $ $ 1,800 $ 1,800 $ 1,800 $ 1,800 $ 1,800 $ 1,800 $ 1,800 $ 1,800 $ 1,800 $ 1,800 $ 1,800 $ 1,800 $ 1,800 $ 1,800 $ 1,800 $ 1,800 $ 1,800 $ 1,800 $ 1,800 $ 1,800 $ 1,800 Promotion/Marketing: $ 50,000 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ $ 3,846 Relocation: $ 406,830 $ 406,830 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Soft Cost Contingency: $ 583,157 $ 583,157 -$ -$ -$ $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Total Other Transaction Costs: - $ 11,535,054 13,030,391 $ 12,520 $ 12,520 $ 12,520 $ 12,520 $ 12,520 $ 12,520 $ 12,520 $ 12,520 $ 12,520 $ 12,520 $ 12,520 $ 112,520 $ 12,520 $ 302,520 $ 12,520 $ 12,520 $ 12,520 $ 12,520 $ 12,520 $ 12,520 $ 12,520 $ 16,366 $ Total Development Costs: 78,161,499 $ 16,014,763 $ 44,428 $ 44,686 $ 2,229,005 $ 2,241,952 $ 2,254,975 $ 2,268,073 $ 2,281,247 $ 2,294,498 $ 2,194,252 $ 2,206,998 $ 2,219,817 $ 2,333,292 $ 2,318,750 $ 2,623,903 $ 2,347,459 $ 2,361,095 $ 2,374,809 $ 2,388,605 $ 2,402,983 $ 2,417,447 $ 2,292,928 $ 2,310,600 $ Developer's Fee (PAID) $ 2,503,422 $ -$ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Construction Period Loan - REPAYMENT $ 18,550,000 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Taxable Bridge Loan - REPAYMENT $ 19,650,000 $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Total Development Costs: $ 118,864,921 $ 16,014,763 $ 44,428 $ 2,229,005 44,686 $ $ 2,241,952 $ 2,254,975 $ 2,268,073 $ 2,281,247 $ 2,294,498 $ 2,194,252 $ 2,206,998 $ 2,219,817 $ 2,333,292 $ 2,318,750 $ 2,623,903 $ 2,347,459 $ 2,361,095 $ 2,374,809 $ 2,388,605 $ 2,402,983 $ 2,417,447 $ 2,292,928 $ 2,310,600 Other Subsidy: RCC Equity $ -$ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Other Subsidy: $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Other Subsidy: Comm. Space Sale $ 1,800,000 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Subsidy Loans: City of Santa Clara $ 6,000,000 $ 6,000,000 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Subsidy Loans: CalHFA MIP $ 7,025,000 -$ -$ -$ $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Subsidy Loans: LSH Loan $ 1,695,645 $ 1,695,645 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Tax Credit Equity: $ 38,304,985 $ 2,838,399 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ NOI During Construction: $ 1,889,291 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Senior Loan: $ 23,950,000 $ 5,480,719 $ 44,428 $ 44,686 $ 2,229,005 $ 2,241,952 $ 2,254,975 $ 2,268,073 $ 2,281,247 $ 2,294,498 $ 2,194,252 $ 2,206,998 $ 409,170 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Const. Period TE Loan: $ 18,550,000 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 1,810,647 $ $ 2,333,292 $ 2,318,750 $ 2,623,903 $ 2,347,459 $ 2,361,095 $ 2,374,809 $ 2,380,047 -$ -$ -$ -$ Taxable Bridge Loan: $ 19,650,000 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ $ 2,402,983 8,558 $ $ 2,417,447 $ 2,292,928 $ 2,310,600 $ 118,864,921 $ 16,014,763 $ 44,428 $ 2,229,005 44,686 $ $ 2,241,952 $ 2,254,975 $ 2,268,073 $ 2,281,247 $ 2,294,498 $ 2,194,252 $ 2,206,998 $ 2,219,817 $ 2,333,292 $ 2,318,750 $ 2,623,903 $ 2,347,459 $ 2,361,095 $ 2,374,809 $ 2,388,605 $ 2,402,983 $ 2,417,447 $ 2,292,928 $ 2,310,600 Fund Balance $ - -$ -$ -$ -$ -$ $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ USA Properties Fund, Inc.
Flow of Funds
1:17 PM 11/28/2022
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Flow of Funds
Property Acquisition: Total CostsLand/Bridge Loan: 1,314,225 $ Holding Costs: 251,447 $ Land Lease Payments: 1 $ Total Acquisition: - $ 1,565,673 Construction Costs:Off-site Improvements: 677,500 $ On-site Improvements: 4,756,825 $ Common Area: 1,284,000 $ Clubhouse: 1,618,500 $ Residential: 22,159,425 $ Garage / Podium: 11,927,125 $ Retail / Tenant Improvements: 1,045,000 $ General Conditions: 2,816,825 $ Overhead & Profit: 3,480,567 $ Hard Cost Contingency: 2,488,289 $ Insurance / OCIP: 1,254,098 $ Total Construction: - $ 53,508,154Financing Costs:Senior Loan: 940,140 $ Taxable Bridge Loan: 196,500 $ Subsidy Loans:CalHFA MIP 70,250 $ Other Subsidy: 112,500 $ Interest During Construction: 4,511,305 $ Interest Prior to Conversion: 3,917,690 $ Cost of Issuance: 308,896 $ Total Financing Costs: - $ 10,057,281Other Transaction Costs:Market Study: 27,600 $ Appraisal: $ 3,500
Development: $ 852,296Planning & Impact Fees: $ 4,585,636 Building Permits: $ 1,847,636
Architecture: $ 2,526,360
Engineering: $ 640,719
Developer Legal: $ 150,000Title / Escrow / Organizational Costs: $ 110,000 Property Taxes During Const: $ 2,565
Audit / Accounting / Cost Cert: $ 25,000
Office / Common Area / FF&E: $ 290,000
Property Mgmt Start-up Costs: $ 100,000TCAC App/Allocation/Monitoring Fees: $ 103,255Operating Reserves: $ 680,837 Construction Inspections: $ 45,000Promotion/Marketing: $ 50,000 Relocation: $ 406,830
Soft Cost Contingency: $ 583,157
Total Other Transaction Costs: - $ 13,030,391
Total Development Costs: 78,161,499 $ Developer's Fee (PAID) $ 2,503,422 Construction Period Loan - REPAYMENT $ 18,550,000Taxable Bridge Loan - REPAYMENT $ 19,650,000 Total Development Costs: $ 118,864,921
Other Subsidy: RCC Equity $ -
Other Subsidy: - $ Other Subsidy: Comm. Space Sale 1,800,000 $ Subsidy Loans: City of Santa Clara 6,000,000 $ Subsidy Loans: CalHFA MIP 7,025,000 $ Subsidy Loans: LSH Loan 1,695,645 $ Tax Credit Equity: 38,304,985 $ NOI During Construction: 1,889,291 $ Senior Loan: 23,950,000 $ Const. Period TE Loan: 18,550,000 $ Taxable Bridge Loan: 19,650,000 $ $ 118,864,921Fund Balance
Mainline North Apartments
Nov-24 Dec-24 Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Oct-25 Nov-25 Dec-25 Jan-26 Feb-26 Month 23 Month 24 Month 25 Month 26 Month 27 Month 28 Month 29 Month 30 Month 31 Month 32 Month 33 Month 34 Month 35 Month 36 Month 37 Month 38 $ - - $ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ 85,600 $ 85,600 $ 85,600 $ 85,600 $ 85,600 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ $ 107,900 $ 107,900 $ 107,900 $ 107,900 $ 107,900 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ $ 1,477,295 $ 1,477,295 $ 1,477,295 $ 1,477,295 $ 1,477,295 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ $ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ 69,667 $ 69,667 $ 69,667 $ 69,667 $ 69,667 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ $ 112,673 $ 112,673 $ 112,673 $ 112,673 $ 112,673 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ $ - $ 139,223 $ 139,223 $ 139,223 $ 139,223 $ 139,223 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ $ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ 1,992,357 $ 1,992,357 $ 1,992,357 $ 1,992,357 $ 1,992,357 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ $ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ $ - -$
$ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ 315,784 $ 329,776 $ 343,852 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ $ - $ - $ 357,879 - $ $ 360,658 $ 361,965 $ 363,010 $ 363,010 $ 310,955 $ 310,955 $ 310,955 $ 310,955 $ 310,955 $ 310,955 $ 245,438 -$ $ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ $ 315,784 $ 329,776 $ 343,852 $ 357,879 $ 360,658 $ 361,965 $ 363,010 $ 363,010 $ 310,955 $ 310,955 $ 310,955 $ 310,955 $ 310,955 $ 310,955 $ 245,438 -$ $ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ 10,720 $ 10,720 $ 10,720 -$ -$ -$ -$ -$ -$ -$ -$ -$ $ - -$ -$ -$ $ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ $ - -$ -$ -$ -$
$ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ $ 61,500 -$ $ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ $ 680,837 - $ -$ $ 1,800 $ 1,800 $ 1,800 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ $ 3,846 $ 3,846 $ 3,846 $ 3,846 $ 3,846 $ 3,846 $ 3,846 $ 3,846 $ 3,846 $ 3,846 $ 3,846 $ 3,846 -$ -$ -$ -$ $ - $ - -$ -$ -$ -$ -$ -$ -$ -$ $ - -$ -$ -$ -$ -$
$ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ 16,366 $ 16,366 $ 16,366 $ 3,846 $ 3,846 $ 3,846 $ 3,846 $ 3,846 $ 3,846 $ 3,846 $ 3,846 $ 3,846 -$ $ 742,337 - $ -$ $ 2,324,508 $ 2,338,500 $ 2,352,576 $ 2,354,083 $ 2,356,862 $ 365,811 $ 366,856 $ 366,856 $ 314,801 $ 314,801 $ 314,801 $ 314,801 $ 310,955 $ 310,955 $ 987,775 -$ $ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ $ 2,003,422 - $ $ 500,000 -$ $ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ $ 18,550,000 - $ -$ $ - $ - -$ -$ -$ -$ -$ $ 8,700,000 - $ $ - -$ -$ -$ $ 10,950,000 - $ -$ $ 2,324,508 $ 2,338,500 $ 2,352,576 $ 2,354,083 $ 2,356,862 $ 365,811 $ 366,856 $ 366,856 $ 9,014,801 $ 314,801 $ 314,801 $ 314,801 $ 310,955 $ 2,314,377 $ 30,987,775 -$ $ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ - $ - -$ $ 1,800,000 - $ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ $ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ - $ - -$ -$ -$ -$ -$ -$ $ - -$ -$ -$ -$ 7,025,000 $ -$ -$ $ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ - $ - -$ -$ -$ -$ $ 9,576,246 - $ -$ -$ -$ -$ -$ 25,390,161 $ $ 500,179 -$ $ - $ - -$ $ 9,782 $ 92,381 $ 147,447 $ 181,313 $ 181,313 $ 181,313 $ 181,313 $ 181,313 $ 181,313 $ 181,313 $ 181,313 $ 189,178 -$ $ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ - $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
$ 2,324,508 $ 2,338,500 $ 2,352,576 $ 2,344,300 $ 464,480 $ 218,364 $ 174,758 -$ $ - -$ -$ -$ -$ -$ -$ -$ $ 2,324,508 $ 2,338,500 $ 2,352,576 $ 2,354,083 $ 2,356,862 $ 365,811 $ 356,071 $ 9,757,559 $ 181,313 $ 181,313 $ 181,313 $ 181,313 $ 181,313 $ 32,596,473 $ 689,357 -$ $ - $ - -$ -$ -$ $ (10,786) - $ $ 9,379,917 $ 546,429 $ 412,940 $ 279,452 $ 145,964 $ 30,298,418 16,321 $ $ (0) $ (0) USA Properties Fund, Inc.
Flow of Funds
1:17 PM 11/28/2022
http://usatoday/sites/finance/Project Documents/Mainline North-Santa Clara-701/Proforma/22-1128_701_PF_Mainline - reduced DevFee.xlsm
I I I I I I I I I I I I I I
I I I I I I I I I I I I I I
~ I I I I I I I I I I I I I I I
I I I I I I I I I I I I I I
Construction Delivery Schedule Mainline North Apartments Construction Period (Months) 25 Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Oct-25 Nov-25 Dec-25 Jan-26 Month 25 Month 26 Month 27 Month 28 Month 29 Month 30 Month 31 Month 32 Month 33 Month 34 Month 35 Month 36 Month 37 Building #1 151 151
Units Delivered 151 0 151 00000000000
Cumulative Units Delivered 151 0 151 151 151 151 151 151 151 151 151 151 151 151 Rent Up and Credit Delivery Schedule
Units Occupied in Period 0 50 45 30 26 0 0 0 0 0 0 0 0Total Units Occupied 151 0 50 95 125 151 151 151 151 151 151 151 151 151Percent Units Occupied 100% 0.0% 33.1% 62.9% 82.8% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%Period Unit Move-In Begins 0.0% 2.8% 5.2% 6.9% 8.3% 8.3% 8.3% 8.3% 8.3% 8.3% 8.3% 8.3% 8.3%First Year Credit Delivery Percentage 81.57% 3,323,867
NOI During Construction
Additional Vacancy 100% 67% 37% 17% 5% 5% 5% 5% 5% 5% 5% 5% 5% Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Oct-25 Nov-25 Dec-25 Jan-26 Income Month 25 Month 26 Month 27 Month 28 Month 29 Month 30 Month 31 Month 32 Month 33 Month 34 Month 35 Month 36 Month 37 Affordable Rental Income: 274,762$ 274,762$ 274,762$ 274,762$ 274,762$ 274,762$ 274,762$ 274,762$ 274,762$ 274,762$ 274,762$ 274,762$ $ 283,005 Housing Choice Voucher Income: $ - -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Other Income: $ 2,403 $ 2,403 $ 2,403 $ 2,403 $ 2,403 $ 2,403 $ 2,403 $ 2,403 $ 2,403 $ 2,403 $ 2,403 $ 2,403 $ 2,475 Gross Potential Income: $ 277,165 $ 277,165 $ 277,165 $ 277,165 $ 277,165 $ 277,165 $ 277,165 $ 277,165 $ 277,165 $ 277,165 $ 277,165 $ 277,165 $ 285,480 Vacancy/Collection Loss: $ 277,165 $ 185,389 $ 102,790 $ 47,724 $ 13,858 $ 13,858 $ 13,858 $ 13,858 $ 13,858 $ 13,858 $ 13,858 $ 13,858 $ 14,274 Net Rental Income: $ 91,777 - $ $ 174,376 $ 229,442 $ 263,307 $ 263,307 $ 263,307 $ 263,307 $ 263,307 $ 263,307 $ 263,307 $ 263,307 $ 271,206 Operating Expenses Include Exp in NOI:
Operating Expenses: Yes -$ 78,201 $ 78,201 $ 78,201 $ 78,201 $ 78,201 $ 78,201 $ 78,201 $ 78,201 $ 78,201 $ 78,201 $ 78,201 $ 78,201 $ Resident Services: Yes -$ $ 2,100 $ 2,100 $ 2,100 $ 2,100 $ 2,100 $ 2,100 $ 2,100 $ 2,100 $ 2,100 $ 2,100 $ 2,100 $ 2,100 Property Taxes/Assessments: Yes -$ $ 107 $ 107 $ 107 $ 107 $ 107 $ 107 $ 107 $ 107 $ 107 $ 107 $ 107 $ 109 Annual Monitoring Fees: Yes -$ $ 1,587 $ 1,587 $ 1,587 $ 1,587 $ 1,587 $ 1,587 $ 1,587 $ 1,587 $ 1,587 $ 1,587 $ 1,587 $ 1,618 Ground Lease Payment: Yes -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Capital Replacement Reserves: No -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Total Operating Expenses: $ 81,994 - $ $ 81,994 $ 81,994 $ 81,994 $ 81,994 $ 81,994 $ 81,994 $ 81,994 $ 81,994 $ 81,994 $ 81,994 $ 82,028 Net Operating Income: -$ 9,782 $ $ 92,381 $ 147,447 $ 181,313 $ 181,313 $ 181,313 $ 181,313 $ 181,313 $ 181,313 $ 181,313 $ 181,313 $ 189,178 Cumulative NOI: -$ 9,782 $ 102,163 $ $ 249,611 $ 430,923 $ 612,236 $ 793,549 $ 974,862 $ 1,156,174 $ 1,337,487 $ 1,518,800 $ 1,700,113 $ 1,889,291 USA Propertie Fund, Inc.
Credit Del-NOI Const
1:17 PM11/28/2022
http://usatoday/sites/finance/Project Documents/Mainline North-Santa Clara-701/Proforma/22-1128_701_PF_Mainline - reduced DevFee.xlsm RESOLUTION NO. 20-8897
A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA
APPROVING AN AFFORDABLE HOUSING AGREEMENT
BETWEEN THE CITY OF SANTA CLARA AND ZAEN PARTNERS,
LLC, FOR THE PROJECT LOCATED AT 2302 CALLE DEL
MUNDO, SANTA CLARA
BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:
WHEREAS, ZAEN Partners, LLC ("Developer"), is the project sponsor for three infill, mixed-use projects that would cumulatively include approximately 969 rental apartment units, parking garages, up to 30,000 square feet of retail space, approximately 4,500 square feet of leasing space, and approximately 55,000 square feet of amenity space (collectively, the "ZAEN Tasman East Projects");
WHEREAS, On July 17, 2019, the City approved the first project, known as the "Station Project," which includes 503 residential rental units and approximately 23,870 square feet of retail space located at 5123 Calle Del Sol (Parcels 19129). The second project proposed by Developer includes 150 residential rental units with approximately 5,000 square feet of retail located at 2302 Calle Del Mundo (the "Parcel 24 Project"); the Parcel 24 Project received architectural control approval on January 15, 2020. The third project proposed by Developer would include 316 residential rental units located at 2263 Calle Del Mundo (the "Parcel 60161 Project") and is also currently under review by City staff and is expected to hold its public hearing for architectural control approval on October 21, 2020.
WHEREAS, Tasman East Urban Housing, LLC and Tasman East Holdco, LLC ("Developer 2"), is the project sponsor for two infill, mixed-use projects that would cumulatively include approximately 1,409 residential units, 191 home for the ambulatory aged residential units, parking garages, approximately 31,000 square feet of commercial space, and approximately 78,000 square feet of amenity space (collectively, the "Related Tasman East Projects"); II
II
Resolution/ZAEN Loan Agreement
Rev: 11 /22/17