FUNDING AGREEMENT
BETWEEN THE CITY OF SUNNYVALE AND
THE SANTA CLARA VALLEY TRANSPORTATION AUTHORITY
FOR 2010 MEASURE B VEHICLE REGISTRATION FEE COUNTYWIDE
PROGRAM
This Agreement (“Funding Agreement”) between the C ity of Sunnyvale, a California chartered municipal c orporation (“ GRANTEE”), and the SANTA CLARA VALLEY TRANSPORTATION AUTHORITY, a public agency ("VTA"), is made as of the date of final execution by each party hereto.
RECITALS
A. Whereas, in November of 2010, the voters of Santa Clara County author ized a TEN DOLLAR ( $10) i ncrease in the Vehicle Registration Fee ( “VRF”), referred to hereinafter as the “PR OGRAM,” for transportation-related projects, and adopted an expenditure plan which allocates the revenue to transportation- related programs and projects that have a relationship or benefit to the persons who pay the fee; and B. Whereas, the VTA Board of Direc tors has adopted administrative procedures for the PROGRAM; and
C. Whereas, these administrative pr ocedures state that VTA wi ll execute program funding agreements with project grantees; and
D. Whereas, the PROGRAM includes a “Countywide Program” that includes Intelligent Transportation System (“ITS”) technologies as an eligible project category; and E. Whereas, on November 2, 2023, the VTA Board approved VRF -ITS funds for the Sunnyvale ITS Communications and Infrastructure (“PROJECT”); and F. Whereas, each party here to (“Party”) desires to specif y the terms and conditions under which VRF-ITS project grants are conducted and financed.
NOW, THEREFORE, in consideration of the mutua l promises contained herein , each Party (collectively referred to as the “Parties”) agrees as follows:
AGREEMENT
1. Grant of VRF Funds . VTA hereby agrees to allocate to GRANTEE , a grant (“Grant”) in an amount not to exceed FOUR HUNDRED SIXTY T HOUSAND DOLLARS ($460,000) (“Maximum Grant Amount ”). Said grant is provided to GRANTEE in return for GRANTEE’s agreement to implement the PROJECT. The use of PROJECT funds is for procurement and implementation of tra ffic signal equipment and communica tions equipment on Maude Avenue ( between Mathilda Avenue and Wolfe Road) and on Mathilda Avenue ( between Maude Avenue and Olive Avenue), including the City’s staff support that should not exceed 10% of the Maximum Grant Amount . Approved PRO JECT e lements and co sts are shown on Table 1 of Exhibit A, attached hereto and incorporated herein by reference.
Attachment 1
2. Term. The term of this Funding Agreement shall commence on the Effective Date (defined as the last execution date in the signature block below) and shall continue until the earlier of: (i) the date that the Project is com pleted or terminated; or (ii) 5:00 p.m. (Pacific Time) on December 31, 2025.
Any requests for additional time to complete the PROJECT beyond D ecember 31, 2025 must be submitted in writing to VTA no later t han 5:00 p.m. (Pacific Time) on October 1, 2025, and document that significan t pr ogress has been made on the PROJECT. VTA may approve or deny such requests in its sole discretion. Written approval of the extension request by VTA shall state the extension term of this Funding Agreement.
3. Invoicing and Payment.
a. GRANTEE shall submit invoices at quarterly intervals to VTA for reimbursement of eligible costs incurred to impl ement the PROJECT commencing on the Effective Date. GRANTEE shall include auditable back -up documentation ( time sheets, bills, etc.) with each invoice.
b. VTA shall reimburse GRANTE E’s PROJECT eligible costs up to the Maximum Grant Amount . VTA will allocate to GRANTEE the VRF -ITS funds only on a cost reimbursement basis and only for doc umented e ligible costs of the PROJECT. GRANTEE agrees that VRF -ITS fun ds wil l be utilized only after GRANTEE exhausts the PROJECT’S other existing funding allocation. c. VTA shall, within t wenty (20) days after receipt o f an invoice that conforms to the requirements set forth in this Funding Agreement, reimburse GRANTEE for all eligible expenditures not reimbursed by othe r P ROJECT funding up to the Maximum Grant Amount.
d. GRANTEE shall submit bi- annual reports of GRANT EE’s expenditures of PROGRAM funds and ass ociated interest, in a form to be provided by VTA to GRANTEE. Each report will provide PROJECT status to date and a s tatus update for uncompleted tasks. Reports are due from GRANTEE to VTA no later than April 15 and Oct ober 15 of each year as a condition of receiving funds.
GRANTEE should include photogra phs to document work pe rformed as appropriate and requested by VTA.
4. Naming of Project Lia i son. Prior to execution of this Fun ding Agreement, GRANTEE shall notify VTA of the name of the GRANTEE’s PROJECT liaison (the “Liaison”) and of the Liaison’s address, telephone number , and email address. The Liaison shall be the liais on to VTA pertaining to implementation of this Funding Agreement and shall be the contact for information about the P ROJECT. GRANTEE shall notify VTA in writing of any change of Liais on or of the Liaison’s cont act information. Where possible, such notification shall be delivered to VTA no later than thirty (30) days prior to the date of any change.
Attachment 1
5. Maintenance of Records . GRANTEE shall maintain PROJECT financial r ecords, books, documents, papers, accounting rec ords and other evidence per taining to costs for five (5) years after the PROJECT’s completion. GRANTEE shall make such records available to VTA upon reque st for review and audit purpos es. Financial audits will be performed at VTA’s discretion. VTA will notify GRANTEE in writing ten (10) calendar days in advance of any audit or other PROJECT review.
6. C redit of Funding Contribution. GRANTE E shall inclu de a reference to VTA’s funding contribu tion on all signage, electronic or printed materials related to the PROJECT that are distributed to the public. VTA shall provide a copy of VTA logos to GRANTEE for use in complying with the requirements of this provision.
7. Indemnities.
a. Neither VTA nor any officer or employee thereof shall be responsible for a ny damage or liability occurring by reason of anything done or omitted to be done by GRANTEE under or in connection with any work, authority or jurisdiction delegated to VTA or GRANTEE under thi s Fun ding Agreement. Both Parties agree that , pursuant to Government Code Section 895.4, GRANTEE shall fully defend, indemnify, and save harmle ss VTA from all suits or actions of every name, kind and description brought on for or on account of injury (as d efined in Government Code Section 810.8) occurring by reason of anything done or omitted to be done by GRANTEE under or in connection with any work, authority or jurisdiction delegated to GRANTEE under this Funding Agreement. b. Neither GRANTEE nor any offi cer or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omit ted to be done by VTA under or in connection with any work, authority or jurisdict ion delegated to GRANTEE or VTA under this Funding Agreem ent. B oth Parties agree that purs uant to Government Code Section 895.4, VTA shall fully defend, indemnify, and save harmless GRANTEE from all suits or actions of every name, kind and description brought on for or on account of injury (as defined in Government Code Section 810.8) occurring by reas on of anything done or omitted to be done by VTA under or in connection with any work, authority or jurisdiction delegated to VTA under this Funding Agreement. This provision shall survive the termination of this Funding Agreement.
c. This indemnification provision shall survive the termination of this Funding Agreement.
8. Changes to Terms o f Agreemen t. No amendment, alterati on or variation of the terms of this Funding Agreement shall be valid unless made in writing and signed by both of the P arties hereto, and no oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto.
9. Entire Agreement . Thi s Funding Agreement represents the full and complete understanding of the Parties with respect to the PROJECT . Any prior or contemporaneous oral or writ ten agreements by and between the Parties o r their agents and re presentatives with respect t o the subjec t matter of this Funding Agreement are revoked and extinguished hereby.
Attachment 1
10. Assignment. GRANTEE shall not assign this Funding Agreement without the pri or written authorization of the VTA. Any assignment made in t he absence of such authorization shall be deemed void ab initio and without legal effect.
11. Binding on Successors and As signs. This F unding Agreement shall be binding upon each Party and any of its successors and/or permitted assigns.
12. Notices. Each Party shall give any notice which may be required under this Funding Agreement in writing . Such notice sha ll be effective when received, a nd sha ll be given by personal service, by the U.S. Postal Service or by cert ified mail, to the addresses set forth below, or to such addresses which may be sp ecified in writing by the Parties hereto.
To VTA: T
o GRANTEE:
Deborah Dagang Dennis Ng
Director of Planning and Program Development Transportation and Traffic Santa Clara Valley Transportation Authority Manager
3331 North 1st Street City of Sunnyvale
Building B2 456 W. Olive Avenue
San Jose, CA 95134 Sunnyvale, CA 94086
13. Signature Authority . Ea ch Party to this Funding Agreement r epresents and warrants that each person whose signature appear s hereon has been duly authori zed and has the full authority to execute this Funding Agreement on its behalf.
14. Strict Performance. The failu re of either Pa rty to insist upon the str ict performance of any of the terms, covenants, and conditions of this Funding Agreement shall not be deemed a waiver of an y right or remedy that either Party may have, and shall not be deemed a waiver of their r ight to require strict performance of all of the terms, covenants, and conditions thereafter.
15. Dispute Resolution . If a qu estion arises regarding interpretation o f th is Funding Agreement or its performance, or the alleged failure of a Party to perform, then the Party raising the question or making the allegation shall give written notice thereof to the other Party. The Parti es shall promptly meet in an effort to resolve th e issue s raised. If the Parties fail to resolve the issues rai sed, then alternative forms of dispute resolution, including mediation, may be pursued by mutual agreement. It is the intent of the Pa rties to the extent possible that litigation be avoided as a method of disput e resolution.
16. C hoice of Law; Venue. This Funding A greement shall be construed and its performance enforced under Califo rnia law. In the event that suit shall be brought by either Party to this Funding Agreement, the P arties agree that venue shall b e exclusively vested in the State courts of the County of Santa Clara o r, if federal jurisdiction is appropriate, exclusively i n t he United S tates District Court for the Northern District of California, in San Jose, California.
Attachment 1
17. Interpretation of this Funding Agreement. The Parties hereto acknowledge and agree that, although this Funding Agreement was originally drafted by VTA’s legal counsel, GRANTEE and its legal counsel have reviewed and negotiated the terms of this Funding Agreement with the VTA. Consequently, the doctrine that ambiguities in an agreement should be resolved against the drafting party shall not be employed in connection with this Funding Agreement, which shall be interpreted in accordance with its fair meaning.
18. Severability. I f any of the provisions of this Funding Agreement (or portions or applications th ereof) are held to be unenforceable or invalid by any court of competent jurisdiction, VTA and GRANTEE shall negotiate an equitable adjustment in the provisions this Funding Agreement with a view toward effecting the purpose of this Funding Agreement, and t he validity and enforceability of the remaining provisions or portions or applications thereof will not be affected thereby.
19. Counterparts. This Funding Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument.
Sig
natures of Parties on following page.
Attachment 1
IN WITNESS WHEREOF, the Parties have executed this Funding Agreement as of the date shown below:
CITY OF SUNNYVALE
(GRANTEE)
SANTA CLARA VALLEY
TRANSPORTATION AUTHORITY (VTA)
Kent Steffens, City Manager
Carolyn Gonot, General Manager/CEO
Date: _______________
Approved as to Form:
Date: _______________
Approved as to Form:
Susan Yoon, Assistant City Attorney
Ed Moran, Senior Assistant Counsel
Attachment 1
Exhibit A
Table 1 - Proposed VRF Project Elements & Costs
Project Element No. of Units Cost per Unit Total Cost
Sunnyvale
Design L.S $ 100,000 $ 100,000 Install Fiberoptics, PTZ Cameras, Touchless APS Buttons L.S $ 360,000 $ 360,000 Subtotal $ 460,000
Attachment 1