Rev. 04/21/2022 Page 1 of 23
FUNDING AGREEMENT
BETWEEN
CITY OF SUNNYVALE
AND
SANTA CLARA VALLEY TRANSPORTATION AUTHORITY
FOR
EAST CHANNEL TRAIL STUDY
TH
IS AGREEMENT (“AGREEMENT”) is between the CITY OF SUNNYVALE, referred to herein as “CITY”, and the SANTA CLARA VALLEY TRANSPORTATION AUTHORITY, referred to herein as “VTA”. Hereinafter, CITY and VTA may be individually referred to as “PARTY” or collectively referred to as “PARTIES”.
I. R
ECITALS
1. Wh
ereas, on June 24, 2016, the VTA Board of Directors adopted a resolution to place a ballot measure before the voters of Santa Clara County in November 2016 to authorize a one-half of one p
ercent retail transaction and use tax (“2016 MEASURE B”) for 30 years for nine transportation- related program categories; and
2. W
hereas, on November 8, 2016, the voters of Santa Clara County enacted 2016 MEASURE B for 30 y
ears to pay for the nine transportation-related program categories; and
3. Wh
ereas, the duration of 2016 MEASURE B will be 30 years from the initial year of collection, beginning April 1, 2017, and continuing through March 31, 2047; and
4. Wh
ereas, on October 5, 2017, the VTA Board of Directors established the 2016 Measure B Program (“PROGRAM”) and adopted the 2016 Measure B Program Category Guidelines; and
5. W
hereas, the PROGRAM includes a Bicycle and Pedestrian program category (“BIKE/PED CATEGORY”) to fund bicycle and pedestrian projects and educational programs; and
6. W
hereas, the BIKE/PED CATEGORY consists of three sub-categories, including a Planning Studies Competitive Grant Program (“BIKE/PED PLANNING PROGRAM”); and
7. Wh
ereas, on September 3, 2020 the VTA Board of Directors adopted the BIKE/PED PLANNING PROGRAM criteria; and
8. Wh
ereas, on February 1, 2021, the Fiscal Year (“FY”) 2020 (July 1, 2019 to June 30, 2020) to Fiscal Year 2021 (July 1, 2020 to June 30, 2021) BIKE/PED PLANNING PROGRAM call for projects was released; and
Attachment 2
Rev. 04/21/2022 Page 2 of 23
9. Whereas on June 3, 2021 the VTA Board of Directors approved the FY2020 to FY2021 recommended project list for the BIKE/PED PLANNING PROGRAM; and
10. W
hereas, CITY’S East Channel Trail Study (“PROJECT”) is an eligible project on the VTA Board of Directors approved list for the BIKE/PED PLANNING PROGRAM; and
11. W
hereas, VTA and CITY desire to specify herein the terms and conditions under which the BIKE/PED PLANNING PROGRAM funds will be administered to CITY by VTA as directed by the VTA Board of Directors.
NOW
, THEREFORE, for good and valuable consideration, the PARTIES agree as follows:
II. A
GREEMENT
1. P
ROJECT DESCRIPTION
The P
ROJECT is a planning study for a 5.78-mile bicycle/pedestrian facility between Bay Trail and Homestead Road, all located within Sunnyvale, California. Between Bay Trail and Inverness Way, the PROJECT will study and design a Class I trail along the East Channel. Between Inverness Way and Homestead Road, the PROJECT will study and design a combination of Class IIIB bicycle boulevard and Class I shared use path.
2. S
COPE OF WORK
Th
e scope of work for this AGREEMENT consists of existing conditions analysis, public outreach, community engagement and technical analysis of trail alignment, alternatives, types of crossings, and right-of-way impacts. The final deliverables are a study report and 25% design plans for the 5.78-mile bicycle/pedestrian facility between Bay Trail and Homestead Road.
3. T
ERM OF AGREEMENT
The
term of this AGREEMENT will commence on the Effective Date (as defined in the signature block below) and continue through the later of: (i) December 31, 2024, (ii) completion of the PROJECT, (iii) cancellation of the PROJECT, or (iv) termination of this AGREEMENT pursuant to the terms herein.
4. F
INANCIAL CONTRIBUTION TO COST OF PROJECT
a. VTA’s Financial Contribution for PROJECT. V TA will contribute an amount not to exceed $830,000 of BIKE/PED PLANNING PROGRAM funds to be used by CITY for completion of the PROJECT. All funds will be available on a reimbursement basis for ELIGIBLE COSTS (as described in Se
ction 5 herein) only, pursuant to the terms and conditions set forth herein. VTA’s financial Attachment 2
Rev. 04/21/2022 Page 3 of 23
contribution will not include PROJECT-related activities or commitments that occurred prior to Effective Date of this AGREEMENT.
b
. CITY’s Financial Contribution for PROJECT. CITY’s financial contribution for PROJECT is TOTAL PROJECT COST minus VTA’s Financial Contribution for PROJECT. c. Additional Funds. Any additional funds required to complete the P ROJECT will be CITY’s sole responsibility.
d
. Total PROJECT Co st. The total cumulative dollar amount actually incurred and expended toward the PROJECT by all PARTIES involved, as measured at the completion or termination of the PROJECT (“TOTAL PROJECT COST”) is estimated not to exceed $2,830,000. If the PROJECT is delivered for less than $2,830,000, BIKE/PED PLANNING PROGRAM funds will be reduced in proportion to CITY’s Financial Contribution to PROJECT. e. In
all circumstances, regardless of the TOTAL PROJECT COST, CITY is responsible for contributing a
minimum of 30% of the TOTAL PROJECT COST.
5. E
LIGIBLE USE OF FUNDS
On
ly PROJECT costs incurred by CITY after the Effective Date of this AGREEMENT, will be eligible for reimbursement.
V
TA will only reimburse CITY for actual costs directly related to the PROJECT (“ELIGIBLE COSTS”).
ELIGIBLE COSTS are costs that: (i) are directly related to the planning, 25% design, and administration of the PROJECT; and (ii) were incurred in compliance with all applicable 2016 Measure B program requirements.
T
he following costs are ineligible for reimbursement:
• expenses for organizational functions, businesses services, and information technology; • overhead cost such as rent and utilities; and
• food or beverages (e.g. as part of meetings, workshops, training, or events).
6. C
ITY’s ROLE
a. Tasks. C ITY will be the sponsor and implementing agency for the PROJECT. In its role as sponsor and implementing agency under this AGREEMENT, CITY must perform and/or be responsible for the following tasks:
i. se
rve as project manager for PROJECT;
Attachment 2
Rev. 04/21/2022 Page 4 of 23
ii. a ll actions necessary to procure professional services for the PROJECT, including but not limited to advertising the work via a public solicitation, opening bids in response to the public solicitation, awarding a contract, approving contract documents, and administering the awarded contract in accordance with all applicable laws, regulations, and codes, including but not limited to the California Public Contract Code and the California Labor Code;
iii. o b
tain all necessary permits for performance of the PROJECT; iv
. c onduct community engagement activities for the PROJECT as described in Attachment A; and
v
. conduct standard close-out activities for the PROJECT, including but not limited to performing final accounting review and reviewing all contractual requirements. b
. Other PROJECT Management Duties. CITY must:
i. s u
bmit to VTA the most current version of VTA’s 2016 Measure B Complete Streets Checklist (“Complete Streets Checklist”) for PROJECT (as supplied by VTA to CITY) within five (5) business days of the Effective Date of this AGREEMENT; ii. s u
bmit to VTA a project management plan (“PMP”) (as supplied by VTA to CITY) within thirty (30) business days of the Effective Date of this AGREEMENT; the PMP must be in writing and must include information regarding staffing plan, cost, schedule, contracting plan, and risk assessment;
iii. a cti
vely monitor actual PROJECT expenditures to ensure that the 2016 MEASURE B funds are used to pay only for ELIGIBLE COSTS (as defined in Section 5. ELIGIBLE USE OF FUNDS);
iv
. provide VTA with written quarterly progress updates on the PROJECT, including but not limited to updates on PROJECT expenditures, any changes in scope and schedule, community engagement outcome, and PROJECT status
;
v. p
rovide VTA copies of PROJECT deliverables including, but not limited to, reports, designs, drawings, plans, specifications, schedules, and other materials; v
i. s ubmit the PROJECT’s final report (“FINAL REPORT”) to VTA; this FINAL REPORT must be in writing and must include information regarding final PROJECT costs and study results, along with any other information VTA may require for inclusion in the FINAL REPORT; and
Attachment 2
Rev. 04/21/2022 Page 5 of 23
vii. CITY will make staff available to present on the PROJECT at VTA committees as needed.
7. VT
A’s Role
VT
A will perform and/or be responsible for the following tasks to perform oversight for PROJECT:
a. review PROJECT’s Complete Streets Checklist to ensure Complete Streets compliance; and b. review PROJECT’s PMP to provide oversight of the delivery of the PROJECT and to ensure PROJECT compliance with the 2016 Measure B Program Category Guidelines.
8. CIT
Y’s OBLIGATIONS
C
ITY must:
a. en
sure that all 2016 Measure B funds are expended on only allowable BIKE/PED PLANNING PROGRAM expenditures as described above in Section 5. ELIGIBLE USE OF FUNDS; b
. begin request for reimbursement of ELIGIBLE COSTS (see Section 5. ELIGIBLE USE OF FUNDS) from VTA within one (1) year of the Effective Date of this AGREEMENT; c. subm
it to VTA all records including contractors’ invoices, miscellaneous invoices, and force account charges as substantiation for invoices submitted to VTA for reimbursement hereunder; d
. maintain financial records, books, documents, papers, accounting records, and other evidence pe
rtaining to costs related to this AGREEMENT for five (5) years; CITY shall make such records available to VTA upon VTA’s written request for review and audit purposes, any financial audits will be performed at VTA’s sole discretion; and
e
. s ubmit invoices to [email protected], no more frequently than monthly, for r
eimbursement of ELIGIBLE COSTS (see Section 5. ELIGIBLE USE OF FUNDS); CITY must submit invoices within one year of the date CITY incurs the cost submitted on the invoice for reimbursement (unless otherwise approved by VTA in writing).
9. VT
A’s OBLIGATIONS
V
TA will remit the amount due to the CITY under an invoice within thirty (30) calendar days of receipt of a complete and proper, fully documented invoice complying with the requirements set forth herein.
10. IN
DEMNIFICATION
N
either VTA nor any officer or employee thereof will be responsible for any damage or liability arising out of or relating to CITY’s acts or omissions under or in connection with any work, authority, or Attachment 2
Rev. 04/21/2022 Page 6 of 23
jurisdiction associated with this AGREEMENT. Pursuant to California Government Code §895.4, CITY must fully defend, indemnify, and save harmless VTA from all suits or actions of every name, kind, and description arising from an injury (as defined by California Government Code §810.8) relating to CITY’s acts or omissions under or in connection with any work, authority, or jurisdiction delegated to CITY under this AGREEMENT. This provision will survive the termination or expiration of this AGREEMENT.
11. I
NSURANCE
A
t all times during this AGREEMENT, CITY must comply with the insurance requirements and specifications of Attachment B attached hereto, and herein incorporated by reference.
V
TA acknowledges by execution of this agreement that the City is permissibly self-insured with a retention limit of $1,000,000 and VTA approves this self-insured retention limit.
12. A
DDITIONAL INSURED AND INDEMNITY PROVISION
In
any agreement executed between the CITY and a third party for purposes related in any way to the subject matter of this AGREEMENT (“Third Party Contract”), the CITY must require that VTA be named as (i) A
dditional insureds on a primary and non-contributory basis with Separation of Insureds and Waiver of Subrogation on all policies of insurance, except when not applicable required in the Third Party Contract and (ii) indemnified parties in any indemnity provision contained in the Third Party Contract.
Thir
d Party Contracts must contain insurance requirements with coverages at least as broad as, and limits at least as great as, the requirements of Attachment B in this AGREEMENT.
13. P
UBLIC WORKS
I
f the CITY awards a contract to a third party for the performance of a public work (as defined in California Labor Code Section 1720 through 1720.6) (a “Public Works Contract”) in connection with this AGREEMENT, the CITY must comply, and must require such third party to comply, with the requirements of California Labor Code Section 1720 et seq. If the Public Works Contract is funded in whole or in part with federal funds, the CITY must also comply, and must require such third party to also comply, with the requirements of the Davis Bacon Act (40 U.S.C. Sections 3141-3144 and 3146-3148).
14. CO
MPLIANCE WITH APPLICABLE LAW
In
the execution of the PROJECT and performance of its responsibilities set forth herein, CITY must comply with all applicable requirements of local, state, and federal laws.
15. CO
MPLIANCE WITH 2016 MEASURE B REQUIREMENTS
Attachment 2
Rev. 04/21/2022 Page 7 of 23
In its performance under this AGREEMENT, CITY must comply with, and must ensure PROJECT compliance with all 2016 MEASURE B requirements set forth in the 2016 Measure B Program Category Guidelines for the BIKE/PED CATEGORY as identified in Attachment C, attached hereto.
16. TERMINATION
Each of the PARTIES may at any time terminate this AGREEMENT by giving ten (10) business days written notice of such termination to the other PARTY. Notice must identify the effective date of such cancellation and must be provided in accordance with the terms and conditions of this AGREEMENT.
In the event of termination as set forth herein, CITY must submit its final invoice to VTA within thirty (30) calendar days of the effective date of termination, such invoice will be solely for ELIGIBLE COSTS incurred by CITY prior to termination (see Section 6. ELIGIBLE USE OF FUNDS).
17. AUDIT AND RECORDS
a. All PARTIES must maintain, and shall require their contractors to maintain, in accordance with generally accepted accounting principles and practices, complete books, accounts, records and data pertaining to services performed under this AGREEMENT, including the costs of contract administration. Such documentation must be supported by properly executed payrolls, invoices, contracts, and vouchers evidencing in detail the nature and propriety of any charges and must be sufficient to allow a proper audit of services. All checks, payrolls, invoices, contracts and other accounting documents pertaining in whole or in part to the services must be clearly identified and readily accessible.
b. For the duration of the AGREEMENT, and for a period of five (5) years after final payment, the PARTIES and their representatives shall have access during normal business hours to any books, accounts, records, data, and other relevant documents that are pertinent to this AGREEMENT for audits, examinations, excerpts, and transactions and copies thereof must be furnished upon request.
18. NOTICES
All notices required or permitted under this AGREEMENT must be in writing, will be effective five (5) days after being sent by personal service or certified mail, or forty-eight (48) hours after being sent by electronic mail to the individuals at the addresses set forth below, or to such other address which may be specified in writing by the PARTIES hereto.
VTA:
Marcella Rensi
Deputy Director, Grants & Allocations
Santa Clara Valley Transportation Authority
3331 N First Street
Attachment 2
Rev. 04/21/2022 Page 8 of 23
San Jose, CA 95134
Email: [email protected]
CITY:
Transportation and Traffic Manager
City of Sunnyvale – Department of Public Works
456 West Olive Avenue
Sunnyvale, CA 94086
Email: [email protected]
Written notification to the other PARTY must be provided, in advance, for changes in the name or address of the individuals identified above.
19. GENERAL TERMS AND CONDITIONS
a. Headings. The subject headings of the articles and paragraphs in this AGREEMENT are included for convenience only and will not affect the construction or interpretation of any of its provisions.
b. Construction and Interpretation of Agreement. This AGREEMENT, and each of its provisions, terms and conditions, has been reached as a result of negotiations between the PARTIES. Accordingly, each PARTY expressly acknowledges and agrees that (i) this AGREEMENT will not be deemed to have been authored, prepared, or drafted by any particular PARTY and (ii) the rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this AGREEMENT or in the resolution of disputes.
c. Amendment. No alteration or variation of the terms of this AGREEMENT will be valid unless made in writing and signed by both of the PARTIES hereto, and no oral understanding or agreement not incorporated herein will be binding on any of the PARTIES hereto.
d. Entire Agreement. This AGREEMENT contains the entire understanding between VTA and CITY relating to the subject matter hereof. This AGREEMENT supersedes any and all other agreements which may have existed between the PARTIES, whether oral or written, relating to the subject matter hereof. This AGREEMENT is binding upon each PARTY, their legal representatives, and successors for the duration of the AGREEMENT.
e. Representation of Authority. 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.
f. No Waiver. The failure of either PARTY to insist upon the strict performance of any of the terms, covenants and conditions of this AGREEMENT will not be deemed a waiver of any right or remedy Attachment 2
Rev. 04/21/2022 Page 9 of 23
that either PARTY may have, and will not be deemed a waiver of either PARTY’s right to require strict performance of all of the terms, covenants, and conditions hereunder. g. Di
spute Resolution. If a question or allegation arises regarding (i) interpretation of this AGREEMENT or its performance, or (ii) the alleged failure of a PARTY to perform, the PARTY raising the question o
r making the allegation shall give written notice thereof to the other PARTY. The PARTIES shall promptly meet in an effort to resolve the issues raised. If the PARTIES fail to resolve the issues raised, alternative forms of dispute resolution, including mediation, may be pursued by mutual agreement. It is the intent of the PARTIES to the greatest extent possible to avoid litigation as a method of dispute resolution.
h
. Severability. If any of the provisions of this AGREEMENT (or portions or applications thereof) are held to be unenforceable or invalid by any court of competent jurisdiction, VTA and CITY shall negotiate an equitable adjustment in the provisions this AGREEMENT with a view toward effecting t
he purpose of this AGREEMENT, and the validity and enforceability of the remaining provisions or portions or applications thereof will not be affected thereby. i. G
overning Law. The laws of the State of California will govern this AGREEMENT, as well as any claim that might arise between CITY and VTA, without regard to conflict of law provisions. j. Ve
nue. Any lawsuit or legal action arising from this AGREEMENT must be commenced and prosecuted in the courts of Santa Clara County, California. CITY agrees to submit to the personal jurisdiction of the courts located in Santa Clara County, California for the purpose of litigating a ll
s
uch claims.
k. O
wnership of Work. All reports, designs, drawings, plans, specifications, schedules, studies, memoranda, and other documents assembled for or prepared by or for; in the process of being a
ssembled or prepared by or for; or furnished to VTA or CITY under this AGREEMENT are the joint property of all PARTIES. Each PARTY is entitled to copies and access to these materials during the progress of the PROJECT and upon completion of the PROJECT or termination of this AGREEMENT.
All PARTIES may retain a copy of all material produced under this AGREEMENT for use in their general activities.
l. A
ttribution to the VTA. CITY must include attribution to VTA that indicates part of the work was funded by 2016 Measure B Funds. This provision applies to any project or publication that was fu
nded in part or in whole by 2016 Measure B Funds. Acceptable forms of attribution include 2016 M
easure B’s branding on PROJECT-related documents, construction signs, public information materials, and any other applicable documents. VTA will provide 2016 Measure B branding to CITY. m. N
on-discrimination. The PARTIES and any contractors performing services on behalf of the PARTIES (“Contractors”) will not unlawfully discriminate or permit discrimination, harass, or allow harassment against any person or group of persons because of race, color, religious creed, nationa l
Attachment 2
Rev. 04/21/2022 Page 10 of 23
origin, ancestry, age (over 40), sex, gender, gender identity, gender expression, sexual orientation, marital status, pregnancy, childbirth or related conditions, medical condition (including cancer), mental disability, physical disability (including HIV and AIDS), genetic information, or military and veteran’s status, or in any manner prohibited by federal, state, or local laws. In addition, the PARTIES and Contractors shall not unlawfully deny any of their employees family care leave or discriminate against such employees on the basis of having to use family care leave. The PARTIES and Contractors must ensure that the evaluation and treatment of their employees and applicants for employment is free of such discrimination and harassment. n
. Relationship of the PARTIES. It is understood that this is an AGREEMENT by and between independent parties and does not create the relationship of agent, servant, employee, partnership, joint venture or association, or any other relationship other than that of independent contractor. o. E
xecution in Counterparts / Electronic Signature. 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 sha ll
c
onstitute one and the same instrument.
U
nless 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.
p
. Warranty of Authority to Execute Agreement. Each PARTY to this AGREEMENT represents and warrants that each person whose signature appears hereon is authorized and has the full authority to execute this AGREEMENT on behalf of the entity that is a PARTY to this AGREEMENT.
S
ignatures of PARTIES on following page.
Attachment 2
Rev. 04/21/2022 Page 11 of 23
IN WITNESS WHEREOF, the PARTIES have executed this AGREEMENT as of the last date set forth below (“Effective Date”).
Santa Clara Valley Transportation
Authority
City of Sunnyvale, a California municipal
corporation
Carolyn M. Gonot Kent Steffens
General Manager/CEO City Manager
Date Date
Approved as to Form: Approved as to Form:
VTA Counsel Susan Yoon
Assistant City Attorney
Attachment 2
Rev. 04/21/2022 Page 12 of 23
ATTACHMENT A
Community Engagement Plan
1. Public Outreach Plan Development
The City of Sunnyvale (“City”) will hire a consultant (“Consultant”) that will work with the project stakeholders and City staff to design an outreach program for community engagement that best fits the needs and opportunities in the community. The Community Engagement Outreach Plan will be revised by the Consultant in response to one set of comments from the City. The final outreach plan will be implemented by the Consultant in collaboration with the City. This task assumes that the City will assist with material distribution, including distribution to City channels (i.e., print and electronic media and public message boards). The Consultant will provide translation into Spanish for all materials and will provide interpretation into Spanish and American Sign Language for meetings as needed.
2. Stakeholder Advisory Committee (SAC) Meetings (3 Meetings) The Consultant will work closely with the City to develop a list of key project stakeholders that will be invited to join the project Stakeholder Advisory Committee (SAC). Potential members of the SAC include:
• VTA
• Caltrans
• City of Cupertino
• Santa Clara County Roads and Airports Department
• Sunnyvale School District
• Members from the Sunnyvale Bicycle and Pedestrian Advisory Commission (BPAC) • Members from the Sunnyvale Sustainability Commission
• Members from the Sunnyvale Parks and Recreation Commission • Members from the Sunnyvale Advisory Committee on Accessibility • Moffett Park Business Group
• Valley Water (Santa Clara Valley Water District)
• San Francisco Public Utilities Commission (Hetch-Hetchy Water Systems) • Representatives from local neighborhood organizations (Plaza Del Rey, Lakewood Village, San Miguel, Victory Village, Gavello Glen, Sunnyarts, Panama Park, and Ortega Park) The Consultant proposes to meet with the SAC up to three times over the course of the project to solicit feedback on important project deliverables. It is anticipated that one meeting will take place as a field walk shortly after project kick-off, one meeting will take place to present draft alternatives, and one meeting will present the draft study. These meetings will ensure community and stakeholder participation in the project.
3. Trail Education Materials
The Consultant will conduct literature review to create a trail benefits and safety/security prevention presentation and one-page flyer. The goal is to anticipate concerns and provide data about the effects of building trails. The information may also include interviews with South Bay trail developers, local residents living adjacent to trails, and public safety officers who can speak about crime and trails.
4. Mobile Workshops/Pop-Ups (9 Events)
Attachment 2
Rev. 04/21/2022 Page 13 of 23
The Consultant will host nine “pop-up” or mobile outreach events. The outreach will take place in different locations in the project area to reach the greatest number of participants. The tentative locations of the pop-up events are listed as follows, with two locations to be determined later. • Library Workshop #1
• Farmer's Market Workshop #1
• Library Workshop #2
• Farmer's Market Workshop #2
• Library Workshop #3
• Farmer's Market Workshop #3
• Pop-up Workshop (State of the City)
• Pop-up Workshop (to be determined)
• Pop-up Workshop (to be determined)
C
ity staff will be responsible for identifying the locations for the mobile workshops. The Consultant will develop public input materials specific to each event. The format will have a clear display of information and input methods/forms that allow participants to quickly learn about the project, and to provide meaningful input in a short timeframe. Comment cards will also be provided for written feedback and take-home use.
5. C
ommunity Meetings (12 Meetings)
The C
onsultant will work with the City to plan and host twelve engaging, collaborative, and interactive community workshops to be held online (or in-person if conditions permit). Six of the meetings will be presented to the residents, and they will take place in the northern, middle, and southern parts of the project area to reach the greatest number of participants. The other six meetings will be presented to businesses and private schools along the project corridor. The Consultant will create flyers for the meetings, develop presentation materials and prepare meeting minutes for each of the meetings.
Th
e first six meetings (3 with residents, and 3 with businesses/private schools) will focus on introducing the study, gathering feedback on opportunities and constraints to be explored, as well as draft evaluation criteria. These meetings will provide an opportunity to gather early feedback on the project and engage the community at the earliest stages of study development. Working with the City, the Consultant will plan and host the six community meetings (3 with residents, and 3 with businesses/private schools) at a mid-point of the project to provide project updates and solicit additional feedback from residents. This workshop will focus on presenting the draft active transportation connections study. Attendees will be presented with visual displays that showcase the alternatives, opportunities and constraints, and provide the contextual information to help them provide informed comments to the project team.
6. P
roject Webpage and Online Survey
T
he City Project Manager will develop a project webpage to host information for upcoming events, background information, and project details, and the Consultant will assist in developing the content for the webpage. The Consultant will develop a survey with guidance from City staff Attachment 2
Rev. 04/21/2022 Page 14 of 23
that will be graphic and easy to understand, to solicit feedback on desired access points and the types of active transportation improvements along the project corridor. The survey will be developed in English, Spanish, and the option to include another language (to be determined). The Consultant will provide recommendations to the City on how to best integrate the survey into the overall outreach and engagement process. The survey will be available in both online, and distributed via the City’s social media outlets, at outreach events, and with the help of SAC members. The online component of the survey will include an interactive map with the project areas clearly delineated, allowing users to visually identify barriers to travel and desired improvement locations. The City Project Manager will be responsible for posting the survey to the project webpage.
Following the survey period, the Consultant will develop a summary that highlights common themes from the survey, concerns from the participants, and any desired outcomes beyond the scope of this project.
7. Community Feedback Summary
The Consultant will take the collected outreach materials and results from the above tasks and develop a graphical outreach summary document for incorporation into the final plan. The summary will feature maps of identified issues, high-level summary analyses, and photos from events. Comment card comments will be compiled into a Microsoft Excel matrix for City use.
8. Present Draft Study (3 Public hearings)
The Consultant will support City staff in developing preferred concepts, which will be presented to the Bicycle and Pedestrian Advisory Commission (BPAC) in the earliest stages of the study development. The Consultant will then present to the BPAC and to the City Council through a study session during the development of the draft study.
The anticipated number of public hearings will be as follows:
• BPAC Meeting #1
• BPAC Meeting #2
• City Council Study Session
These meetings will provide an opportunity to gather early feedback on the project and engage the BPAC and the City Council once preferred concepts and draft study are developed. The Consultant will be present at the meeting to assist with questions and developing responses to any critical issues identified, alongside City staff.
9. Present Final Draft Study (3 Public hearings)
The Consultant will support City staff in developing and delivering the final draft at up to three (3) public hearings, including to the City Council and Valley Water for review and acceptance. The Consultant will be present at the meeting to assist with questions and developing responses to any critical issues identified, alongside City staff.
The anticipated number of public hearings will be as follows:
• BPAC Meeting #3
• Park and Recreation Commission Meeting #1
Attachment 2
Rev. 04/21/2022 Page 15 of 23
• Sustainability Commission Meeting #1
• City Council
Following the public hearings, the Consultant will incorporate any final comments and submit the approved study to the City Council.
Attachment 2
Rev. 04/21/2022 Page 16 of 23
ATTACHMENT B
I
nsurance Requirements
W
ithout limiting CITY’s obligation to indemnify and hold harmless VTA, CITY must procure and maintain for the duration of the AGREEMENT insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work hereunder by CITY, its agents, representatives, or employees, or subcontractors. The cost of such insurance must be included in AGREEMENT price. In the event of any material change in the AGREEMENT Scope of Services, VTA reserves the right to change the insurance requirements set forth herein. CITY must furnish complete copies of all insurance policies, within three (3) business days of any request for such by VTA.
A
. L
iability and Workers’ Compensation Insurance
1 . M
inimum Scope of Coverage
Co
verage must be at least as broad as:
a. I
nsurance Services Office General Liability coverage (“occurrence” form CG 0001). General Liability insurance written on a “claims made” basis is not acceptable. b
. Insurance Services Office Business Auto Coverage, Insurance Services Office form number CA 0001, covering Automobile Liability, code 1 “any auto.” Auto Liability written on a “claims - made” basis is not acceptable.
c. W
orkers’ Compensation insurance as required by the Labor Code of the State of California, and Employer’s Liability insurance.
d
. Professional Liability, including limited contractual liability coverage, covering liability arising out of any negligent act, error, mistake or omission in the performance of CITY’s services under this AGREEMENT. This coverage must be continuously maintained for a minimum of two (2) years following completion of this AGREEMENT. This coverage may be written on a “claims made” basis, if so, please see special provisions in Section B.
2. Min
imum Limits of Insurance
C
ITY must maintain limits no less than:
a. G
eneral Liability (including Umbrella/Excess insurance): $2,000,000 limit per occurrence for bodily injury, personal injury, and property damage. If a General Liability or other form with a general aggregate limit is used, either the general aggregate limit must apply Attachment 2
Rev. 04/21/2022 Page 17 of 23
separately to this project/location or the general aggregate limit must be twice the required occurrence limit. This requirement may be satisfied by a combination of General Liability insurance with Excess or Umbrella policies, but in no event may the General Liability primary policy limit per occurrence be less than $2,000,000, unless Umbrella/Excess policies feature inception and expiration dates concurrent with the underlying policy, “Follow Form” coverage, and a “Drop Down” provision. b
. Automobile Liability $1,000,000 limit per accident for bodily injury and property damage. c. W
orkers’ Compensation and Employer’s Liability: Statutory Workers’ Compensation limits and Employer’s Liability limits of $1,000,000 per accident. d
. Professional Liability: $2,000,000 each occurrence/aggregate minimum limit per claim.
This requirement may be satisfied by a combination of Professional Liability insurance with Excess or Umbrella policies, but in no event may the Professional Liability primary policy limit per occurrence be less than $2,000,000, unless Umbrella/Excess policies feature inception and expiration dates concurrent with the underlying policy, “Follow Form” coverage, and a “Drop Down” provision.
3. S
elf-Insured Retention
The
certificate of insurance must disclose the actual amount of any deductible or self-insured retention, or lack thereof, for all coverages required herein. Any self -insured retention or deductible in excess of $250,000 must be declared to and approved by VTA. If CITY is a governmental authority such as a state, municipality or special district, self -insurance is permitted. To apply for approval for a level of retention or deductible in excess of $250,000, CITY must provide a current financial report including balance sheets and income statements for the past three years, so that VTA can assess CITY’s ability to pay claims falling within the self-insured retention or deductible. Upon review of the financial report, if deemed necessa ry
by V
TA in its sole discretion, VTA may elect one of the following options: to accept the existing self-insured retention or deductible; require the insurer to reduce or eliminate the self - insured retention or deductible as respects VTA, its directors, officers, officials, employees and volunteers; or to require CITY to procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Applicable costs resulting therefrom will be borne solely by CITY. CITY may request execution of a nondisclosur e
a
greement prior to submission of financial reports.
B
. C
laims Made Provisions (not applicable to General Liability or Automobile Liability) Claims-made coverage is never acceptable for General Liability or Auto Liability. Claims-made may be considered for Professional, Environmental/Pollution, or Cyber Liability. If coverage is written on a claims-made basis, the Certificate of Insurance must clearly state so. In addition to all other coverage requirements, such policy must provide that:
Attachment 2
Rev. 04/21/2022 Page 18 of 23
1. The policy must be in effect as of the date of this AGREEMENT and the retroactive date must be no later than the date of this AGREEMENT.
2. If any policy is not renewed or the retroactive date of such policy is to be changed, CITY must obtain or cause to be obtained the broadest extended reporting period coverage available in the commercial insurance market. This extended reporting provision must cover at least two (2) years.
3. No prior acts exclusion may be added to the policy during the contract period.
4. The policy allows for reporting of circumstances or incidents that might give rise to future claims.
C. Other Provisions
The policies must contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability
a. VTA, its directors, officers, officials, employees and volunteers are to be named as additional insureds as respects: liability arising out of activities performed by or on behalf of CITY, including VTA’s general supervision of CITY; products and completed operations of CITY and its subcontractors; premises owned, occupied or used by CITY; or automobiles owned, leased, hired or borrowed by CITY. The coverage must contain no special limitations on the scope of protection afforded to VTA, its directors, officers, officials, employees, or volunteers. Additional Insured endorsements must provide coverage at least as broad as afforded by the combination of ISO CG 20 10 10 01 and CG 20 37 10 01.
b. Any failure to comply with reporting provisions of the policies may not affect coverage provided to VTA, its directors, officers, officials, employees, or volunteers.
c. CITY’s insurance must apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.
d. The General Liability General Aggregate limit must apply per project, not per policy.
2. All Coverages
Attachment 2
Rev. 04/21/2022 Page 19 of 23
a. The insurer must agree to waive all rights of subrogation against VTA, its directors, officers, officials, employees, and volunteers for losses arising from work performed by CITY and its subcontractors for VTA.
b
. CITY’s insurance coverage must be primary insurance as respects VTA, its directors, officers, officials, employees, and volunteers. Self -insurance or insurance that may be maintained by VTA, its directors, officers, officials, employees, or volunteers may apply only as excess to CITY’s insurance. CITY’s insurance must not seek contribution from VTA’s insurance program.
3. O
ther Insurance Provisions
a. The Certificate must disclose the actual amount of the Deductible or Self -Insured Retention
b
. If any coverage forms or endorsements required by this AGREEMENT are updated by their publishers, whether they be the insurance carrier(s), the Insurance Services office, or the American Association of Insurance Services, during the duration of this AGREEMENT, VTA reserves the rights to require CITY to procure said coverage forms or endorsements using the updated versions upon the next renewal cycle.
D. A
cceptability of Insurers
In
surance and bonds must be placed with insurers with an A.M. Best’s rating of no less than A VII (financial strength rating of no less than A and financial size category of no less than VII), unless specific prior written approval has been granted by VTA.
E
. Certificates of Insurance
C
ITY must furnish VTA with a Certificate of Insurance. The certificates for each insurance policy are to be signed by an authoriz ed representative of that insurer. The certificates must be issued on a standard ACORD Form. The contractor must instruct their insurance broker/agent to submit all insurance certificates and required notices electronically in PDF format to [email protected]. All endorsements must be attached to the ACORD certificate in a single PDF document.
T
he certificates must (1) identify the insurers, the types of insurance, the insurance limits, the SIRs/deductibles or lack thereof and the policy term, (2) include copies of all the actual policy endorsements required herewith, and (3) in the “Certificate Holder” box include:
S
anta Clara Valley Transportation Authority (“VTA”)
3331 North First Street
San Jose, CA 95134-1906
Attachment 2
Rev. 04/21/2022 Page 20 of 23
In
the Description of Operations/Locations/Vehicles/Special Items Box, the VTA AGREEMENT number must appear, the list of policies scheduled as underlying on the Umbrella/Excess policy must be listed, Certificate Holder must be named as additional insured, and Waiver of Subrogation must be indicated as endorsed to all policies as stated in the AGREEMENT Documents.
I
t is a condition precedent to award of this AGREEMENT that all insurance certificates and endorsements be received and approved by VTA before AGREEMENT execution. No work may be performed until insurance is in full compliance. VTA reserves the rights to require complete, certified copies of all required insurance policies, at any time.
If
CITY receives notice that any of the insurance policies required by this Exhibit may be cancelled or coverage reduced for any reason whatsoever, CITY must immediately provide written notice to VTA that such insurance policy required by this Exhibit is canceled or coverage is reduced.
F. M
aintenance of Insurance
If
CITY fails to maintain insurance as required herein, VTA, at its option, may suspend payment for work performed and/or may order CITY to suspend work at CITY’s expense until a new policy of insurance is in effect.
Ed
. Rev. 10-1-19
Attachment 2
Rev. 04/21/2022 Page 21 of 23
ATTACHMENT C
Bicycle & Pedestrian Program Guidelines
(Adopted by VTA Board of Directors on October 5, 2017)
Definition from Resolution No. 2016.06.17
To fund bicycle and pedestrian projects of countywide significance identified by the cities, County and VTA. The program will give priority to those projects that connect to schools, transit and employment centers; fill gaps in the existing bike and pedestrian network; safely cross barriers to mobility; and make walking or biking a safer and more convenient means of transportation for all county residents and visitors. Bicycle and pedestrian educational programs such as Safe Routes to Schools, will be eligible for funding.
Total Funding
• $250 million in 2017 dollars.
Distribution
• Board of Directors will allocate funding schedule and amount for program through the budget cycle.
• VTA anticipates that allocations will be programmed based upon the total allocation for the Bicycle & Pedestrian Program contained in 2016 Measure B divided by the number of years in the measure.
• Future allocations will vary depending on the amount of sales tax revenue collected. • Funds will be distributed on a 2-year cycle. The program will consist of three categories:
education & encouragement programs, planning studies, and capital projects. • A total of 15% of available program area funds will be set aside for the education & encouragement category. The funds will be allocated as follows:
o
$250,000 for countywide (including targeting unincorporated areas) education & encouragement programs
o Remaining funds allocated by city population formula with a $10,000 annual minimum allocation per city
• A maximum of 5% of available program area funds will be allocated to planning studies grants category.
• If the planning studies grants category is not fully awarded, the remaining funds will roll into the capital category.
• If a cycle’s funds are not fully awarded, the balance will roll into the next cycle’s budget. • Example of breakdown of grant program funding: If Bicycle/Pedestrian Program Area is programmed at $8.3 million/year:
o
Capital - $6.6 million (minimum)
o Planning - $415,000 (maximum)
o Education & Encouragement - $1.25 million (maximum)
Attachment 2
Rev. 04/21/2022 Page 22 of 23
I
mplementation
Education & Encouragement (Formula Distribution)
• VTA and individual agencies will enter into a Master Agreement for Education & Encouragement funds.
• VTA will notify agency of estimated allocation for two-year cycle. • Agency will submit annual education & encouragement work program. • Funds will be available on a reimbursable basis. Agencies may submit invoices to VTA on a monthly, quarterly or annual basis. Invoices must be submitted within one year of the date posted on the contractor’s invoice. • Education & Encouragement funds may be banked for a maximum of three years with explanation of banking purposes.
• VTA will conduct an assessment regarding the effectiveness of the program.
Grant Program (Competitive)
• Only a public agency can serve as a project sponsor. Other entities must partner with a public agency to apply for a grant.
• The grant program will contain two categories:
o Capital projects
§ Activities leading to/including:
E
nvironmental Clearance
Design
Ri
ght of Way
Construction
§ Construction grant requests must include cost estimates supported by 30% t
o 35% design.
o Planning studies
§ Includes planning studies to support capital project development for those p
rojects currently listed on Attachment A of 2016 Measure B. It does not include general/master planning efforts.
• The minimum grant award is $50,000.
• The maximum grant award per sponsoring agency can be no more than 50% of the total available funds per call for projects per cycle, unless the cycle is undersubscribed. • Project criteria will be developed in conjunction with the VTA Technical Advisory C
ommittee (TAC) Capital Improvement Program Working Group, and brought to the TAC and Bicycle & Pedestrian Advisory Committee (BPAC) for input. • Scoring committee for the grant program will be comprised of three BPAC members, three Member Agency staff, and one VTA staff person.
C
riteria
• Only projects currently listed on Attachment A of 2016 Measure B are eligible.
Attachment 2
Rev. 04/21/2022 Page 23 of 23
• Capital Projects will be scored on criteria that supports the language in 2016 Measure B. o Countywide significance
o Connection to/serves schools, transit, or employment centers o Fills gaps in bicycle/pedestrian network
o Provides safer crossings of barriers
o Makes walking or biking safer
o Makes walking or biking more convenient
o Other criteria to consider:
§ Safety benefits
§ Increase in bicycle and pedestrian usage
§ Community support
§ Project readiness
§ Projects serve Communities of Concern
R
equirements
• Competitive grant projects require a 10% non-2016 Measure B contribution. • Reporting requirements will be detailed in agreements executed with VTA for project funding.
• All applications must include a delivery schedule.
• Funds will be available on a reimbursement basis.
• VTA Complete Streets reporting requirements will be required for Planning and Capital projects.
• All collateral material will be required to display a 2016 Measure B logo.
Attachment 2