SBCAG & SMRT SB125 Agreement
AGREEMENT BETWEEN
SANTA BARBARA COUNTY ASSOCIATION OF GOVERNMENTS
AND
SANTA MARIA REGIONAL TRANSIT
ALLOCATION OF SB 125 TRANSIT PROGRAM FUNDING
T
his Agreement is by and between the Santa Barbara County Association of Governments (SBCAG) and the Santa Maria Regional Transit (“Awardee”) herein referred to individually as “Party”, collectively as “Parties”.
W
HEREAS, Assembly Bill (AB) 102 (Chapter 38, Statutes of 2023) and Senate Bill (SB) 125 (Chapter 54, Statutes of 2023) amended the Budget Act of 2023 to appropriate $4,000,000,000 of General Fund to the Transit and Intercity Rail Program (TIRCP) over the next two fiscal years as well as $910,000,000 of Greenhouse Gas Reduction (GGRF) funding and $190,000,000 of Public Transportation Account (PTA) funding over the next four fiscal years to establish the Zero-Emission Transit Capital Program (ZETCP) to fund transformative capital improvements intended to modernize California’s intercity rail, transit, commuter and ferry systems , hereinafter referred to as the “ SB 125 Transit Program”;
W
HEREAS, according to a population -based formula and another formula based on transit operator revenues within the jurisdiction, the Santa Barbara County (“County”) region is estimated to receive $53,475,278 of SB 125 Transit Program funds; W
HEREAS, the SBCAG is the state-designated Regional Transportation Planning Agency for the County of Santa Barbara;
W
HEREAS, as defined in Section 13987(j) of the Government Code, SBCAG is the County of Santa Barbara’s Regional Transportation Planning Agency. SBCAG is an eligible funding recipient and may receive and distribute SB 125 Transit Program funds to eligible public agencies for projects approved by the California State Transportation Agency (CalSTA) in the County of Santa Barbara;
W
HEREAS, SBCAG will distribute SB 125 Transit Program funds to eligible public agencies under its regional jurisdiction;
W
HEREAS, on December 14, 2023, the SBCAG Policy Board approved a project list for the SB 125 Transit Program Funds to be submitted for final approval by CalSTA; W
HEREAS, on the August 7, 2024, CalSTA approved projects for County; W
HEREAS, in accordance with SB 125 Transit Program guidelines, SBCAG has requested the County Auditor -Controller to establish a dedicated bank account for the SB 125 Transit Program funds and such a separate account has been established; W
HEREAS, the SBCAG will track the receipt and utilization of the SB 125 Transit Program Attachment D
SBCAG & SMRT SB125 Agreement
W
HEREAS, if it is contemplated by the SBCAG that funding between approved projects be reprioritized (including the addition or deletion of a project from the approved project list), an Updated Project List shall be submitted to the SBCAG Policy Board for approval, and if approved, the Updated Project List shall be submitted to CalSTA for approval and said approval obtained before funding is allocated to projects in the Updated Project List in accordance with SB 125 Transit Program guidelines.
NO
W, THEREFORE, in consideration of the promises and undertakings therein made and the mutual benefits to be derived therefrom, the Parties agree as follows:
1. Re
citals
T
he above Recitals are true and correct and incorporated herein.
2. Dut
ies of SBCAG
A. SBC
AG agrees to allocate funds paid by CalSTA under the SB 125 Transit Program only for projects as approved by the SBCAG Policy Board and CalSTA.
B. S
BCAG agrees to disburse funds to the Awardee , in Exhibit A, as attached hereto and incorporated by this reference, in an expeditious manner and not infringe on the local decision -making processes that determined the specific projects proposed for funding.
C. A
s a condition of ongoing disbursement of requested SB 125 Transit Program funds, the SBCAG will submit to CalSTA an Annual Report documenting the activities and progress made toward implementation of the projects and operating expenditures.
3. Dut
ies of Awardee
A. A
wardee agrees to use SB 125 Transit Program funds for approved project(s) described in Exhibit A.
B. A
wardee agrees to encumber and expend monies consistent with state law and ensure that GGRF monies are utilized consistent with the expenditure record submitted by CalSTA and required by SB 1018. A determination that uses of GGRF monies is not consistent with the expenditure record and does not further the purposes of AB 32 may occur during legal proceedings or during an audit or program review conducted by the Bureau of State Audits, Department of Finance, a third-party auditor, or CARB. Depending on the outcome of those proceedings or Attachment D
funds separately, and record interest earned (or other investment income earned) on each fund source separately. The interest or investment earnings must also be spent on approved eligible projects within each program and will be accounted for when SBCAG submits its required Annual Reports to CalSTA; and
SBCAG & SMRT SB125 Agreement
C. T
he Awardee acknowledges and agrees that total funds available to SBCAG for the SB 125 Transit Program may be impacted and possibly reduced by CalSTA as a result of the State’s final subsequent budgets.
D. T
he Awardee agrees to submit a SB 125 Transit Program Project report to SBCAG every 6 months documenting the activities and progress made toward implementation of the projects and operating expenditures, which includes total SB 125 expenditures to date and total amount remaining, for all projects listed in Exhibit A . Consistent with California Air Resource s Board’s (CARB) Funding Guidelines, the Awardee is required to report on job co- benefits, in addition to all other reporting requirements, if the Awardee receives funding associated with the ZETCP. If accessing funding from the ZETCP, the Awardee may also be required to submit reporting information related to greenhouse gas reductions and priority population benefits in accordance with the CARB’s Funding Guidelines.
Recordkeeping and reporting requirements will apply throughout the life of the project(s).
E. T
he Awardee agrees to document and publicize the TIRCP and ZETCP in proper context when developing press releases and board documents, or in hosting public events such as project groundbreakings. References shall be made to TIRCP, ZETCP, the California State Transportation Agency as the program sponsor, and the state programs as fund sources, as applicable, in order to ensure transparency regarding the funding of the projects.
F. T
he Awardee may spend SB 125 Transit Program funds in any order relative to other state, federal, and local funds.
4. A
ccounting
T
he Awardee, its employees, contractors, and subcontractors shall establish and maintain an accounting system and reports that properly accumulate incurred project costs by line. The accounting system shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for payment vouchers and invoices.
5. T
ravel and Subsistence
P
ayments to contractors and subcontractors for travel and subsistence expenses of Awardee forces and/or its contractors or subcontractors, claimed for reimbursement or applied as local match credit, shall not exceed rates authorized to be paid exempt non-represented State employees under current State of California Department of Human Resource s (CalHR) rules. If the rates invoiced are in excess of those Attachment D
review, the Awardee may be required to return monies to the State if expenditures are not consistent with the statutory requirements (such as not furthering the purposes of AB 32).
SBCAG & SMRT SB125 Agreement
6. R
ecord Retention and Audit
A. T
he Awardee agrees that SBCAG, CalSTA, or both shall have the right to review and to copy any records and supporting documentation pertaining to the performance of the Agreement. The Awardee agrees to maintain such records for a possible audit after the fi nal payment for at least three (3) years after all funds have been expended unless a longer period of records retention is stipulated.
Wherever practicable, such records should be collected, transmitted, and stored in open and machine-readable formats. Awardee shall participate in any audits and review, whether by SBCAG or the State, at no charge to SBCAG. Awardee’s contractors or subcontractors paid with moneys under the terms of this Agreement shall be responsible for maintaining accounting records as specified herein.
B. I
f audit exceptions are found pursuant to state or other regulatory audit relating to this Agreement, Awardee shall reimburse all costs incurred by SBCAG associated with defending and/or curing audit exceptions or performing any audits or follow- up audits, including but not limited to: audit fees, court costs, attorneys’ fees based upon a reasonable hourly amount for attorneys in the community, travel costs, penalty assessments and all other costs of whatever nature. Immediately upon notification from SBCAG , Awardee shall reimburse the amount of the audit exceptions and any other related costs directly to SBCAG as specified by SBCAG in the notification. SBCAG shall endeavor to provide Awardee reasonable, prompt notice of any such potential costs.
C. I
f any litigation, claim, negotiation, audit, monitoring, inspection, or other action has been started before the expiration of the required record retention period, all records must be retained by the Awardee and its designees, contractors, and subcontractors until completion of the action and resolution of all issues which arise from it. In any contract that Awardee enters into in an amount exceeding $10,000, the Awardee shall include the SBCAG’s and CalSTA’s right to audit the subcontractor’s records and interview their employees.
7. T
erm and Termination
A. T
his Agreement shall become effective when fully executed by both Parties and shall continue in full force and effect until completion of the Project, but not later than June 30, 2028.
B. T
he Parties to this Agreement recognize the significant expenditures and projects that will result from the funding detailed in this Agreement, and that Awardee will necessarily be bound to those projects. As a result, no party may terminate this Agreement, except for material breach, until all funds pursuant to this Agreement Attachment D
authorized CalHR rates, then the Awardee is responsible for the cost difference and any overpayments shall be reimbursed to the SBCAG on demand.
SBCAG & SMRT SB125 Agreement
have been expended.
C. T
he Program requires awarded funds be expended no later than June 30, 2028.
Should legislation extend the expenditure deadline, that revised expenditure deadline shall become applicable for the Awardee.
D. I
n the event that it is determined, at the sole discretion of SBCAG, that the Awardee is not meeting the terms and conditions of the Agreement , including, but not limited to material breach, SBCAG shall issue notification to Awardee. Upon receipt of notice, Awardee shall have thirty (30) days to cure any alleged deficiencies. If Awardee fails to cure within the state d time period, then SBCAG may issue an immediate stop work order on the project or terminate this Agreement for material breach as set forth in subsection 7.H.
E. I
f the Awardee does not initiate activity or make any expenditures toward project implementation during any 1-year period beginning after the date of receiving the funds, the project may be subject to review by the SBCAG Policy Board for reprioritization or deletion from the approved project list. The Awardee may request to reprogram the funds to another eligible project.
F. F
or Nonappropriation of Funds . Notwithstanding any other provision of this Agreement, in the event that no funds or insufficient funds are appropriated or budgeted by state or local governments, or funds are not otherwise available for payments in the fiscal year(s) covered by the term of this Agreement then SBCAG will notify Awardee of such occurrence and SBCAG may terminate or suspend this Agreement in whole or in part, with or without a prior notice period. Subsequent to termination of this Agreement under this provision, SBCAG shall have no obligation to make payments with regard to t he remainder of the term but shall remain obligated for expenses already incurred by Awardee at the time of termination subject to the provisions in Section 7.G.
G. Inv
oicing. The Awardee agrees SBCAG will only process reimbursement payments to the Awardee that SBCAG has received by the State. SBCAG shall have no obligation to distribute funds more funds than it receives. If SBCAG does not receive an anticipated distribution of funds , or receives less than an anticipated distribution SBCAG will promptly notify Awardee. At the time of Agreement execution, SBCAG's status of allocation and obligations are:
i. Ye
ar 1 $3,843,842 received and ready for distribution;
ii. Year 2 $261,838 not yet received, anticipated distribution; iii. Year 3 $261,838 not yet received, anticipated distribution; iv. Year 4 $736,214 not yet received, anticipated distribution; and v. Year 5 $1,440,437 not yet received, anticipated distribution.
T
he Awardee shall invoice SBCAG at least quarterly but not more frequently than monthly for expenditures incurred by the Awardee. Awardee shall provide Attachment D
SBCAG & SMRT SB125 Agreement
H. F
or Cause. Should Awardee materially breach any provision of this Agreement, and fail to cure such material breach after notice from SBCAG, SBCAG may, at SBCAG's sole option, terminate or suspend this Agreement in whole or in part by written notice. Upon receipt of notice, Awardee shall immediately discontinue all work affected (unless the notice directs otherwise) and notify SBCAG as to the status of its performance. The date of termination shall be the date the notice is received by Awardee unless the notice directs otherwise.
8. I
ndemnification
I
n lieu of and notwithstanding the pro rata risk allocation which might otherwise be imposed between the PARTIES pursuant to California Government Code Section 895.6, the PARTIES agree that all losses or liabilities incurred by a party shall not be shared pro rata but instead all parties agree that pursuant to California Government Code Section 895.4, each of the PARTIES hereto shall fully indemnify and hold each of the other parties, their officers, board members, employees and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined by California Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying party, its officers, board members, 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, employee or agent thereof shall be responsible for any damage or liabil ity occurring by reason of the negligent acts or omissions or willful misconduct of other PARTIES hereto, their officers, board members, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such other parties under this Agreement.
9. N
otification of Accidents and Survival of Indemnification Provisions P
ARTIES shall notify the other PARTIES immediately in the event of any accident or injury arising out of or in connection with this MOU. The indemnification provisions in this MOU shall survive any expiration or termination of this MOU.
10. No
n-Partnership
T
his Agreement is not intended by the PARTIES to constitute or create a joint venture, pooling arrangement, or formal business organization of any kind. The rights and obligations of the PARTIES shall be only those expressly set forth herein.
11. I
nsurance
E
ach party shall maintain its own insurance coverage, through commercial insurance, self-insurance or a combination thereof, against any claim, expense, cost, damage, or Attachment D
adequate information (copies of invoices/checks) as to support the reimbursement request.
SBCAG & SMRT SB125 Agreement
12. C
alifornia Law and Venue
Fe
deral law and the laws of the State of California shall govern this Agreement. Any litigation regarding this Agreement or its contents shall be filed in the County of Santa Barbara, if in state court, or in the federal district nearest Santa Barbara Cou nty, if in federal court.
13. T
ime is of the essence
T
ime is of the essence in this Agreement and each covenant and term is a condition herein.
14. A
mendments
I
n conjunction with the matters considered herein, this Agreement contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by any of the Parties, either oral or written, of any character or nature hereafter binding except as set forth herein.
This Agreement may be altered, amended or modified only by an instrument in writing, executed by the parties to this Agreement and by no other means. Each Party waives their future right to claim, contest or assert that this Agreement was modified, canceled, superseded, or changed by any oral agreements, course of conduct, waiver or estoppel
A
mendments to the Scope of Work (Exhibit A) may mutually be approved in writing by the SBCAG Executive Director and General Manager so long as the final deliverable remains materially unchanged. Any other amendment to this agreement shall be approved by the Parties’ governing bodies.
15. N
ondiscrimination
D
uring the performance of this Agreement, the Awardee assures that no otherwise qualified person shall be excluded from participation or employment, denied program benefits, or be subjected to discrimination based on race, color, ancestry, national origin, sex, gender, gender identity, gender expression, genetic information, age, disability, handicap, familial status, religion, or belief, under any program or activity funded by this Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, and with the provisions contained in Title 49, Code of Federal Regulations (CFR), Part 21 through Appendix C and 23 CFR section 710.405(b), the Fair Housing Act (42 USC 3601 -20) and all implementing regulations, and the Age Discrimination Act of 1975 and all implementing regulations. During the performance of this Agreement, the Awardee, for itself, its assignees and successors in interest agrees as follows:
Attachment D
liability arising ou t o f t he p erformance of it s r esponsibilities p ursuant t o t his Agreement.
SBCAG & SMRT SB125 Agreement
A. Compliance with Regulations. Awardee shall comply with the regulations relative to nondiscrimination in federally- assisted programs of the Department of Transportation (hereinafter, "DOT") 49 CFR Part 21, as they may be amended from time to time (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this Agreement.
B. DOT-a
ssisted Contracts. Awardee shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT -assisted contracts. Failure by the Awardee to carry out these requirements is a material breach of this Agreement, which may result in the terminatio n of this Agreement or such other remedy as recipient deems appropriate. Awardee, with regard to the work performed by it during the agreement, shall not discriminate on the grounds of race, religion, color, sex, age or national origin in the selection or retention of subcontractors, including procurement of materials and leases of equipment. Awardee shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations.
C. Solic
itations for Subcontractors, including Procurement of Materials and Equipment. In all solicitations either by competitive bidding or negotiations made by Awardee for work to be performed under the subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier shall be notified by A wardee of Awardee's obligations under this Agreement, and the Regulations relative to nondiscrimination on the grounds of race, religion, color, sex, age or national origin.
D. I
nformation and Reports. Awardee shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to such records as may be determined by SBCAG to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of Awardee is in the exclusive possession of another who fails or refuses to furnish this information, Awardee shall so certify to SBCAG, and shall set forth what efforts it has made to obtain the information.
E. Sa
nctions for Noncompliance. In the event of Awardee's noncompliance with the nondiscrimination provisions of this Agreement, SBCAG shall impose such contract sanctions as it may determine to be appropriate, including, but not limited to:
i. W
ithholding of payments to Awardee under this Agreement until Awardee complies, and/or
ii. Cancellation, termination or suspension of the Agreement in whole or in part.
F. T
he Awardee shall, in the course of performing Project work, fully comply with the applicable provisions of the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et seq.) Attachment D
SBCAG & SMRT SB125 Agreement
G. T
he Awardee shall include this Nondiscrimination clause and its subsections in all subcontracts.
16. De
barment and Suspension
E
ach Party certifies that it and its employees and principals are not debarred, suspended, or otherwise excluded from or ineligible for, participation in federal, state, or local government contracts. Awardee certifies that it shall not contract with a contractor to complete work under this Agreement that is so debarred or suspended.
17. C
onflict of Interest
T
he Parties covenant that they presently have no employment or interest and shall not acquire any employment or interest, direct or indirect, including any interest in any business, property, or source of income, which would conflict in any manner or degree with the p erformance of services required to be performed under this A greement.
Awardee agree to promptly disclose to SBCAG, in writing, any potential conflict of interest. SBCAG retains the right to waive a conflict of interest disclosed if SBCAG determines it to be immaterial, and such waiver is only effective if provided by SBCAG in writing.
18. C
ounterparts
T
his Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the parties shall preserve undestroyed, shall together constitute one and the same instrument.
19. De
signated Representatives
Ma
ya Kulkarni at phone number 805-600-4473 is the representative of SBCAG and will administer this Agreement for and on behalf of SBCAG. Gamaliel Anguiano at phone number 805-361-9660 extension 2480 is the authorized representative for Awardee .
Changes in designated representatives shall be made only after advance written notice to the other party.
20. N
otices
A
ny notice or consent required or permitted to be given under this Agreement shall be given to the respective parties in writing, by first class mail, postage prepaid, , or at such other address or to such other person that the parties may from time to tim e designate in accordance with this Notice section. Notices and consents under this section, which are sent by mail, shall be deemed to be received five (5) days following their deposit in the U.S. mail. This Notices section shall not be construed as meaning that either party agrees to service of process except as required by applicable law.
Attachment D
SBCAG & SMRT SB125 Agreement
T
o Awardee: Attention: Gamaliel Anguiano
Santa Maria Regional Transit
110 S. Pine Street
Santa Maria, CA 93454
T
o SBCAG: Attention: Maya Kulkarni
Santa Barbara County Association of Governments
260 N. San Antonio Road, Suite B
Santa Barbara CA 93110
Phone: 805-600-4473
21. Se
verability
I
f any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions hereof, and such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
22. N
o Waiver of Default
N
o delay or omission of either Party to exercise any right or power arising upon the occurrence of any event of default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Agreement to either Party shall be exercised from time to time and as often as may be deemed expedient.
23. C
ompliance with Law
E
ach Party shall, at its sole cost and expense, comply with all SBCAG Ordinances, and, State and Federal laws, statutes, regulations, and rules now in force or which may hereafter be in force, including but not limited to legal requirements that pertain to construction, health and safety, labor, fair employment practices, equal opportunity, and all other matters applicable to the grant. Each Party agrees to comply with CalSTA Guidelines, as applicable. Awardee shall include this clause in all subcontracts.
24. Su
rvival
A
ll provisions of this Agreement which by their nature are intended to survive the termination or expiration of this Agreement shall survive such termination or expiration.
Attachment D
SBCAG & SMRT SB125 Agreement
25. Remedies Not Exclusive
N
o remedy herein conferred upon or reserved to either Party is intended to be exclusive of any other remedy or remedies, and each and every such remedy, to the extent permitted by law, shall be cumulative and in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or otherwise.
26. Se
ction Headings
T
he headings of the several sections, and any table of contents appended hereto, shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof.
27. S
uccessors
A
ll representations, covenants and warranties set forth in this A greement, by or on behalf of, or for the benefit of any or all of the PARTIES hereto, shall be binding upon and inure to the benefit of such party and its successors.
28. A
uthority
A
ll signatories and PARTIES to this Agreement warrant and represent that they have the power and authority to enter into this Agreement in the names, titles and capacities herein stated and on behalf of any entities, persons, or firms represented or purported to be represented by such entity(ies), person(s), or firm(s) and that all formal requirements necessary or required by any State an d/or federal law in order to enter into this Agreement have been fully complied with.
[
This area intentionally left blank. Signatures on following page.] Attachment D
SBCAG & SMRT SB125 Agreement
IN WITN
ESS THEREOF, the Agreement has been executed by the Parties and is effective when fully executed by both Parties.
Santa Barbara County Association of
Governments (SBCAG)
By:_________________________
Name: Randy Rowse
Title: Chair, SBCAG
Date:
Attest:
Marjie Kirn
Clerk of the Board
By: _________________________
Deputy
Approved as to Form:
Rachel Van Mullem
County Counsel
By: __________________________
Santa Maria Regional Transit
(SMRT)
By: _________________________
Name: Alice Patino
Title: Mayor
Date:
Attest:
By: ___________________________
Name: Donna G. Schwartz
Title: Chief Deputy City Clerk
Approved as to Form and
Procedure:
By: ____________________________
Name: Thomas T. Watson
Title: City Attorney
Senior Deputy County Counsel
Attachment D
SBCAG & SMRT SB125 Agreement
Exhibit A
CalSTA approved projects for Santa Maria Regional Transit (SMRT) Projects Scope
SB-125 Project
Amount
Electric Over the Road
Bus and Charger
Purchase of five electric over the road coaches
including planning, vehicle procurement, infrastructure upgrades, and integration into transit system.
$1,472,428
Facility Improvement Construction of new administration facility including planning, design, construction, and outfitting with
necessary equipment.
$2,800,000
Opportunity Charging Installation of electric bus charging infrastructure at the Santa Maria Transit Center for rapid charging of
electric buses during layovers.
$1,071,741
Bus Rapid Transit Route planning, infrastructure development, and operational setup for dedicated bus lanes, level
boarding stations, signal priority, and modern buses.
$1,200,000
Totals: $6,544,169
Attachment D