COOPERATIVE FUNDING AGREEMENT NO.M70306-A1
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
THE CITY OF SANTA ROSA
This Agreement is made and entered into as of __________________________, 2022 (“Effective Date”) by and between the City of Santa Rosa hereinafter referred to as “CITY” and the SONOMA COUNTY TRANSPORTATION AUTHORITY hereinafter referred to as “AUTHORITY.”
RECITALS
1. Whereas AUTHORITY adopted that certain 2022 Strategic Implementation Plan that sets forth AUTHORITY’s program and project implementation policies regarding the use of funds provided under the 2004 Traffic Relief Act for Sonoma County Expenditure Plan and Ordinance approved by the voters of Sonoma County on November 2, 2004 (hereinafter referred to as “Measure M”). The 2022 Strategic Implementation Plan as such plan may be amended from time to time is hereinafter referred to as the “Strategic Implementation Plan”; and
2. Whereas, a funding agreement was previously executed between AUTHORITY and CITY for “Old Redwood Highway, Mendocino Avenue, Santa Rosa Avenue Corridor bicycle and pedestrian project Phase 1”, wherein $157,000 was expended before the agreement subsequently terminated for project inactivity; and
3. Whereas, CITY finds that an additional project phase is now ready to be implemented, and AUTHORITY and CITY desire to enter into a new contract agreement as described below; and
3. Whereas, pursuant to the Strategic Implementation Plan and Measure M, AUTHORITY and CITY desire to enter into a Cooperative Funding Agreement to define a framework to enable the two parties to work cooperatively in developing transportation improvements on a bicycle and pedestrian project on Old Redwood Highway, Mendocino Avenue and Santa Rosa Avenue in Sonoma County, hereinafter referred to as “Old Redwood Highway, Mendocino Avenue, Santa Rosa Avenue Corridor bicycle and pedestrian project, Phase 2”; and
4. Whereas, in connection with the Bicycle and Pedestrian Program Improvements, CITY desires to complete the Old Redwood Highway, Mendocino Avenue, Santa Rosa Avenue Corridor bicycle and pedestrian improvements, Phase 2, as more particularly described in Exhibit A to this Agreement (hereinafter referred to as the “Project”); and
5. Whereas, CITY has submitted a financial plan and schedule for completion of the Project which is attached hereto as Exhibit B (hereinafter referred to as the “Project Plan”).
6. Whereas, pursuant to the Strategic Plan and Measure M, AUTHORITY is committed to make available up to $343,000 in 2004 dollars to assist with the Project; and
7. Whereas, the CITY has secured $700,000 in grants. The Metropolitan Transportation Commission (MTC) approved allocations of Transportation Development Act (TDA) funds of $250,000 for FY 19/20 & $450,000 for FY20/21 and the remaining funds include a combination of Gas Tax, Capital Facilities Fees, and Utility Impact Fees.
NOW, THEREFORE, in consideration of the foregoing, AUTHORITY and CITY do hereby agree as follows:
SECTION I
CITY AGREES:
1.CITY Contribution. To provide at least $2,411,000.68 (2004 dollars) in local funds [or other CITY contribution] towards the Project.
2. Project Completion. To timely complete the Project in accordance with the deadlines set forth in the Project Plan.
3. Invoices. Should CITY desire reimbursement of its expenses in connection with this Agreement, CITY shall do so by requesting a specific appropriation of Measure M funding by submitting to AUTHORITY a Request for Funding Appropriation in the form attached hereto as Exhibit C (hereinafter referred to as “Appropriation Request”). Once an Appropriation Request is approved by AUTHORITY, CITY may submit to AUTHORITY invoices for reimbursements for expenses authorized under the terms of this Agreement and an approved Appropriation Request. Invoices shall be submitted to AUTHORITY no more frequently than monthly, and no less frequently than every six months following initial appropriation, provided however that if CITY is unable to invoice in this time frame a written request for time extension shall be provided or the funds may be deobligated. Invoices shall be in a form reasonably acceptable to AUTHORITY’s Executive Director.
4. Compliance with Laws. With regard to administering and completing the Project, CITY shall at all times comply with all applicable laws of the United States, the State of California, the County, and with all applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term of this Agreement.
5. Records. To allow AUTHORITY to audit all expenditures relating to the Project funded through this Agreement. For the duration of the Project, and for five (5) years following completion of the Project, or earlier discharge of the Agreement, CITY shall make available to AUTHORITY all records relating to expenses incurred in performance of this Agreement.
6. Reporting Requirements. To provide annual updates on the PROJECT to AUTHORITY in the form attached hereto as Exhibit D.
SECTION II
AUTHORITY AGREES:
1. Reimbursement of CITY Expenses. Consistent with its Strategic Plan, to make available Measure M funds (currently set at $343,000 in 2004 dollars) to assist with the Project. AUTHORITY shall process CITY invoices within forty-five (45) days of receiving an invoice in a form reasonably acceptable to AUTHORITY’s Executive Director.
2. Notice of Audit. To provide timely notice to CITY if an audit is to be conducted.
SECTION III
IT IS MUTUALLY AGREED:
1. Funding Availability and Needs. The funding available to the Project for expenditure is limited by the funds identified in Exhibit B and to approved appropriations by the SCTA Board. If funds beyond those identified in Exhibit B are necessary to complete the Project, AUTHORITY will cooperate with CITY to identify and secure new or increased fund commitments; however, completion of the Project remains the responsibility of CITY.
2. Term. This Agreement will remain in effect until discharged as provided in Paragraph 3 or 13 of this Section III.
3. Discharge. This Agreement shall be subject to discharge as follows:
a. This Agreement may be canceled by a party for breach of any obligation, covenant or condition hereof by the other party, upon notice to the breaching party. With respect to any breach which is reasonably capable of being cured, the breaching party shall have thirty (30) days from the date of the notice to initiate steps to cure. If the breaching party diligently pursues cure, such party shall be allowed a reasonable time to cure, not to exceed sixty (60) days from the date of the initial notice, unless a further extension is granted by the non-breaching party. On cancellation, the non-breaching party retains the same rights as a party exercising its right to terminate under the provisions of paragraph 3(b), except that the canceling party also retains any remedy for breach of the whole contract or any unperformed balance. If the Agreement is cancelled by AUTHORITY because CITY has failed to wholly or partially complete the Project, AUTHORITY may, at its option, demand repayment of all unexpended funds and funds determined by audit not to have been expended as provided for in this Agreement, with interest accrued thereon as would have accrued had such funds been invested in the Sonoma County Treasury Pool; and, further, to offset such balances due AUTHORITY from any other Measure M funds due CITY. b. By mutual consent of both parties, this Agreement may be terminated at any time. Upon termination by mutual consent, CITY shall repay to AUTHORITY any unexpended funds originally provided to CITY under this Agreement, and any interest that has accrued thereon.
4. Indemnity. CITY agrees to accept all responsibility for loss or damage to any person or entity, including but not limited to AUTHORITY, and to defend, indemnify, hold harmless, reimburse and release AUTHORITY, its officers, agents, employees, successors and assigns from and against any and all actions, claims, damages, disabilities, liabilities and expense including, but not limited to attorneys’ fees and the cost of litigation incurred in the defense of claims as to which this indemnity applies or incurred in an action by AUTHORITY to enforce the indemnity provisions herein, whether arising from personal injury, property damage or economic loss of any type, that may be asserted by any person or entity, including CITY, arising out of or in connection with the receipt or use of funds provided pursuant to this Agreement, whether or not there is concurrent negligence on the part of AUTHORITY, but, to the extent required by law, excluding liability due to the sole or active negligence or due to the willful misconduct of AUTHORITY. If there is a possible obligation to indemnify, CITY’s duty to defend exists regardless of whether it is ultimately determined that there is not a duty to indemnify. AUTHORITY shall have the right to select its own legal counsel at the expense of CITY, subject to CITY’s approval, which approval shall not be unreasonably withheld. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for CITY or its agents under workers’ compensation acts, disability benefits acts, or other employee benefit acts.
5. Notices. Any notice which may be required under this Agreement shall be in writing, shall be effective when received, and shall be given by personal service, or by certified or registered mail, return receipt requested, to the addresses set forth below, or to such addresses which may be specified in writing to the parties hereto.
To CITY: Jason Nutt
Assistant City Manager
City of Santa Rosa
100 Santa Rosa Avenue
Santa Rosa, CA 95404
(707) 543-3810
[email protected]
To AUTHORITY: Executive Director Sonoma County Transportation Authority 411 King St
Santa Rosa, CA 95405
(707) 565-5373
[email protected]
6. Additional Acts and Documents. Each party agrees to do all such things and take all such actions, and to make, execute and deliver such other documents and instruments, as shall be reasonably requested to carry out the provisions, intent and purpose of the Agreement.
7. Integration. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof. No representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in other contemporaneous written agreements.
8. Amendment. This Agreement may not be changed, modified or rescinded except in writing, signed by all parties hereto, and any attempt at oral modification of this Agreement shall be void and of no effect.
9. Independent Agency. CITY renders its services under this Agreement as an independent agency. None of the CITY’s agents or employees shall be agents or employees of the AUTHORITY.
10. Assignment. The Agreement may not be assigned, transferred, hypothecated, or pledged by any party without the express written consent of the other party.
11. Successors. This Agreement shall be binding upon the successor(s), assignee(s) or transferee(s) of the AUTHORITY or CITY as the case may be. This provision shall not be construed as an authorization to assign, transfer, hypothecate or pledge this Agreement other than as provided above.
12. Severability. Should any part of this Agreement be determined to be unenforceable, invalid, or beyond the AUTHORITY of either party to enter into or carry out, such determination shall not affect the validity of the remainder of this Agreement which shall continue in full force and effect; provided that, the remainder of this Agreement can, absent the excised portion, be reasonably interpreted to give effect to the intentions of the parties.
13. Limitation. All obligations of AUTHORITY under the terms of this Agreement are expressly subject to AUTHORITY’s continued authorization to collect and expend the sales tax proceeds provided by Measure M. If for any reason AUTHORITY’s right to collect or expend such sales tax proceeds is terminated or suspended in whole or part, AUTHORITY shall promptly notify CITY, and the parties shall consult on a course of action. If, after twenty-five (25) working days, a course of action is not agreed upon by the parties, this Agreement shall be deemed terminated by mutual or joint consent; provided, that any future obligation to fund from the date of the notice shall be expressly limited by and subject to (i) the lawful ability of AUTHORITY to expend sales tax proceeds for the purposes of the Agreement; and (ii) the availability, taking into consideration all the obligations of AUTHORITY under all outstanding contracts, agreements to other obligations of AUTHORITY, of funds for such purposes.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
CITY OF SANTA ROSA
SONOMA COUNTY
TRANSPORTATION AUTHORITY
By: ___________________________
By: ____________________________
Mayor
SCTA Chair
ATTEST:
APPROVED AS TO SUBSTANCE:
By: ____________________________
By: ____________________________
Executive Director
APPROVED AS TO LEGAL FORM
FOR CITY:
By: ____________________________
By: ____________________________
CITY Attorney
Legal Counsel
Authority
COOPERATIVE FUNDING AGREEMENT NO.M70306
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
THE CITY OF SANTA ROSA
EXHIBIT A
DESCRIPTION OF THE PROJECT
The current phase is defined as the stretch of Santa Rosa Avenue between Sonoma Avenue and Maple Avenue. This project will make improvements to existing pedestrian, bike, transit, and vehicle facilities along the corridor. Specifically, the project will:
Add new and enhance existing pedestrian facilities throughout the corridor Upgrade pedestrian ramps to current ADA standards
Close gaps in the Class II bike lane network on Santa Rosa Ave Prioritize transit movements through the corridor
Maintain existing parking
Install landscaped median islands
Apply pavement surface treatment
COOPERATIVE FUNDING AGREEMENT NO. M70306-A1
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
THE CITY OF SANTA ROSA
EXHIBIT B
FINANCIAL PLAN AND SCHEDULE (2004 Dollars)
Fiscal Year
Prior
FY22/23
FY23/24
FY24/25
FY25/26
Amount
$1,062,806.43
$1,943,000
$100,000
Project Development Phase
Begin
(MO/YR)
End
(MO/YR)
Scoping
Completed
Completed
Environmental (PAED)
Completed
Completed
Design (PSE)
Completed
Completed
Right of Way (R/W)
Completed
Completed
Advertise, Award, Approve
Dec 2022
April 2023
Construction (CON)
May 2023
August 2023
COOPERATIVE FUNDING AGREEMENT NO. M70306-A1
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF SANTA ROSA
EXHIBIT C
REQUEST FOR FUNDING APPROPRIATION
COOPERATIVE FUNDING AGREEMENT NO. M70306-A1
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
THE CITY OF SANTA ROSA
EXHIBIT D
PROJECT REPORTING LETTER
COOPERATIVE FUNDING AGREEMENT NO. M70306-A1
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
THE CITY OF SANTA ROSA
EXHIBIT E
RESPONSIBILITIES OF THE PARTIES
Project Activity
Responsibility
State
Authority
COUNTY
Cooperative Funding Agreement No. M70306-A1
City of Santa Rosa
Cooperative Funding Agreement No. M70306
City of Santa Rosa
Exhibit A Page 7 of 11
Cooperative Funding Agreement No. M70306-A1
City of Santa Rosa
Exhibit B Page 8 of 11
Cooperative Funding Agreement No. M70306-A1
City of Santa Rosa
Exhibit C Page 9 of 11
Cooperative Funding Agreement No. M70306-A1
City of Santa Rosa
Exhibit D Page 10 of 11
Cooperative Funding Agreement No. M70306-A1
City of Santa Rosa
Exhibit E Page 11 of 11
Exhibit A