Attachment 1FUNDING AGREEMENT
BETWEEN
THE TOWN OF LOS GATOS
AND
THE SANTA CLARA VALLEY TRANSPORTATION AUTHORITY
FOR
2010 MEASURE B VEHICLE REGISTRATION FEE COUNTYWIDE
PROGRAM
This Agreement ("Funding Agreement") between the TOWN OF LOS GATOS, a
California municipal corporation, ("TOWN"), and the SANTA CLARA VALLEY
TRANSPORTATION AUTHORITY, a public agency, ("VTA") is made as of the
Effective Date (as defined below in the signature block).
RECITALS
A. Whereas, in November of 2010, the voters of Santa Clara County authorized a TEN
DOLLAR ($10) increase in the Vehicle Registration Fee ("VRF"), referred to
hereinafter as the "PROGRAM," for transportation -related projects and adopted the
expenditure plan in Attachment A, 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 Directors has adopted administrative procedures for the
PROGRAM; and
C. Whereas, these administrative procedures state that VTA will execute PROGRAM
funding agreements with project sponsors; and
D. Whereas, the PROGRAM includes a "Countywide Program" that includes Matching
Funds for federal/state/regional transportation grants as an eligible project category;
and
E. Whereas, on May 3, 2018, the VTA Board approved VRF Matching Funds for the
"Los Gatos Smart Signals Project ("PROJECT");" and
F. Whereas, each party hereto ("Party") desires to specify the terms and conditions
under which Vehicle Registration Fee project grants are conducted and financed.
NOW, THEREFORE, in consideration of the mutual 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 TOWN, a grant ("Grant") in
an amount not to exceed $376,400 ("Maximum Grant Amount").
VRF FundAgree for Los Gatos IDEA grant match
ATTACHMENT 1
2. Schedule and Term. TOWN shall commence work on Plans, Specifications, and
Estimates no later than one (1) year following Effective Date of this Agreement. The
term of this Funding Agreement shall be deemed to have .commenced retroactively as
of May 3, 2018 and shall continue until the earlier of: (i) the date that the PROJECT
is completed or terminated; or (ii) the close of business on December 31, 2021.
3. Invoicing and Payment.
a. TOWN shall submit invoices at quarterly intervals to VTA for reimbursement of
eligible costs incurred to implement the PROJECT. TOWN shall include
auditable back-up documentation (time sheets, bills, etc.) with each invoice.
b. VTA shall reimburse SPONSOR's PROJECT eligible costs up to the Maximum
Grant Amount. VTA will allocate to SPONSOR the VRF funds only on a cost -
reimbursement basis and only for documented, eligible costs of the PROJECT.
c. VTA shall, within thirty (30) days after receipt of an invoice that conforms to the
requirements set forth in this Funding Agreement, reimburse TOWN for all
eligible expenditures up to the Maximum Grant Amount.
4. Naming of PROJECT Liaison. Within thirty (30) days following execution of this
Funding Agreement, TOWN shall notify VTA of the name of the TOWN's
PROJECT liaison (the "Liaison") and of the Liaison's address, telephone number and
email address. The Liaison shall be the contact to VTA pertaining to implementation
of this Funding Agreement and for information about the PROJECT. The TOWN
shall notify VTA in writing of any change of Liaison or of the Liaison's contact
information no later than thirty (30) days prior to the date of any change.
5. Maintenance of Records. TOWN shall maintain PROJECT financial records, books,
documents, papers, accounting records and other evidence pertaining to costs for five
(5) years after the PROJECT's completion. TOWN shall make such records available
to VTA, upon request, for review and audit purposes. Financial audits will be
performed at VTA's discretion. TOWN will be contacted in writing in advance of any
audit or other PROJECT review.
6. Credit of Funding Contribution. TOWN shall credit VTA's funding contribution
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 TOWN for use
in complying with said obligation.
7. Indemnities.
a. Neither VTA nor any officer or employee thereof shall be responsible for any
damage or liability occurring by reason of anything done or omitted to be done by
TOWN under or in connection with any work, authority or jurisdiction delegated
to VTA or TOWN under this Funding Agreement. Both Parties agree that
pursuant to Government Code 895.4, TOWN shall fully defend, indemnify, and
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save harmless VTA 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 reason of anything done or omitted to be done by TOWN
under or in connection with any work, authority or jurisdiction delegated to
TOWN under this Funding Agreement. This provision shall survive the
termination or expiration of this Funding Agreement.
b. Neither TOWN nor any officer or employee thereof shall be responsible for any
damage or liability occurring by reason of anything done or omitted to be done by
VTA under or in connection with any work, authority or jurisdiction delegated to
TOWN or VTA under this Funding Agreement. Both Parties agree that pursuant
to Government Code 895.4, VTA shall fully defend, indemnify, and save harmless
TOWN 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 reason 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 or expiration of
this Funding Agreement.
8. Changes to Terms of Agreement. No amendment, alteration or variation of the
terms of this Funding Agreement shall be valid unless made in writing and signed by
both of the parties hereto and no oral understanding or agreement not incorporated
herein shall be binding on any of the parties hereto.
9. Entire Agreement. This Funding Agreement represents the full and complete
understanding of the Parties with respect to the PROJECT. Any prior or
contemporaneous oral or written agreements by and between the Parties or their
agents and representatives with respect to the subject matter of this Funding
Agreement are revoked and extinguished hereby.
10. Assignment. TOWN shall not assign this Funding Agreement without the prior
written authorization of the VTA. Any assignment made in the absence of such
authorization shall be deemed void ab initio and without legal effect.
11. Binding on Successors and Assigns. This Funding Agreement shall be binding
upon each Party and any of its successors and/or assigns.
12. Notices. Each Party shall give any notice which may be required under this Funding
Agreement in writing. Such notice shall be effective when received, and shall be
given by personal service, by the U.S. Postal Service or by certified mail, to the
addresses set forth below, or to such addresses which may be specified in writing by
the Parties hereto.
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To VTA
Deputy Director, Programming & Congestion Mgt.
Santa Clara Valley Transportation Authority
3331 North 1st Street
San Jose, CA 95134
To TOWN:
Town of Los Gatos
Town Manager
110 E. Main Street
Los Gatos, CA 95030
13. Signature Authority. Each Party to this Funding Agreement represents and warrants
that each person whose signature appears hereon has been duly authorized and has the
full authority to execute this Funding Agreement on its behalf.
14. Strict Performance. The failure of either Party to insist upon the strict performance
of any of the terms, covenants and conditions of this Funding Agreement shall not be
deemed a waiver of any right or remedy that either Party may have, and shall not be
deemed a waiver of their right to require strict performance of all of the terms,
covenants, and conditions thereafter.
15. Dispute Resolution. If a question arises regarding interpretation of this Funding
Agreement or its performance, or the alleged failure of a Party to perform, the Party
raising the question or 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 extent possible that litigation be avoided as a method of dispute
resolution.
16. Choice of Law; Venue. This Funding Agreement shall be construed and its
performance enforced under California law. In the event that suit shall be brought by
either Party to this Funding Agreement, the Parties agree that venue shall be
exclusively vested in the State courts of the County of Santa Clara or, if federal
jurisdiction is appropriate, exclusively in the United States District Court for the
Northern District of California, in San Jose, California.
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, TOWN 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. Counterparts. This Funding Agreement may be executedin one or more
counterparts, all of which taken together shall constitute one and the same instrument.
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VRF FundAgree for Los Gatos IDEA grant match rev 6/14/2018
TOVVN OF LOS GATOS SANTA CLARA VALLEY
(TOWN) TRANSPORTATION AUTHORITY (VTA)
.GGfi�dli
Laurel Prevetti, Town Manager Nuria . ernan ez, General Mana_ - and CEO
r
Date: Date: (' —'®— %r
Approved as to Form:
Approved as to Form:
Robert Schultz, Town Attorney Caroline Kim, Pssistant Counsel
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VRF FundAgree for Los Gatos IDEA grant match rev 6/14/2018