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Staff Report PREPARED BY: MATT MORLEY DIRECTOR OF PARKS AND PUBLIC WORKS Reviewed by: Assistant Town Manager Town Attorney Finance MEETING DATE: 11/01/16 ITEM NO: 3 COUNCIL AGENDA REPORT DATE: OCTOBER 21, 2016 TO: MAYOR AND TOWN COUNCIL FROM: LAUREL PREVETTI, TOWN MANAGER SUBJECT: TOWNWIDE TRAFFIC SIGNAL SYSTEM UPGRADE PROJECT A. ACCEPT A VEHICLE REGISTRATION FEE GRANT FROM THE VALLEY TRANSPORTATION AUTHORITY TO UPGRADE TRAFFIC SIGNALS TOWNWIDE. B. AUTHORIZE A BUDGET ADJUSTMENT IN THE AMOUNT OF $500,000 TO RECOGNIZE RECEIPT AND USE OF GRANT FUNDS. C. AUTHORIZE THE TOWN MANAGER TO EXECUTE ALL FUTURE GRANT DOCUMENTS AND AGREEMENTS WITH VTA. RECOMMENDATIONS: 1. Accept a Vehicle Registration Fee (VRF) grant from the Valley Transportation Authority (VTA) to upgrade traffic signals Townwide. 2. Authorize a budget adjustment in the amount of $500,000 to recognize receipt and use of grant funds. 3. Authorize the Town Manager to execute all future grant documents and agreements with VTA. BACKGROUND: On August 4, 2016, the VTA Board approved the Town’s application for a VRF grant in the amount of $500,000. The grant request was submitted within the Intelligent Transportation System component of the grant program. Improvement to the Town’s traffic signal system will aid in reducing traffic congestion and traffic flow inefficiencies. DISCUSSION: Upon final approval of the grant, Town staff will develop a detailed project based on a preliminary scope that was developed for the grant. Project plans and specifications as well as the project contract award(s) will be brought forward on future Council agendas at the appropriate times. The term of the PAGE 2 MAYOR AND TOWN COUNCIL SUBJECT: TOWNWIDE TRAFFIC SIGNAL SYSTEM UPGRADE PROJECT OCTOBER 21, 2016 DISCUSSION (cont’d): grant lasts through December 2019 and staff anticipates all associated projects to complete prior to that deadline. CONCLUSION: Staff recommends that the Town Council: 1. Accept a Vehicle Registration Fee (VRF) grant from the Valley Transportation Authority (VTA) to upgrade traffic signals Townwide. 2. Authorize a budget adjustment in the amount of $500,000 to recognize receipt and use of grant funds. 3. Authorize the Town Manager to execute all future grant documents and agreements with VTA. COORDINATION: This report has been coordinated with the Finance Department. FISCAL IMPACT: The Town will receive grant revenue of $500,000 which will offset future project costs as identified in the Capital Improvement Project 813-0227 titled Traffic Signal Modernization. ENVIRONMENTAL ASSESSMENT: This is not a project as defined under CEQA and no further action is required. Attachment: 1. Funding Agreement FUNDING 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, ("SPONSOR"), 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 authorized a TEN DOLLAR ($10) increase in the Vehicle Registration Fee ("VRF"), referred to hereinafter as the "PROGRAM," 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 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 Intelligent Transportation System (ITS) technologies as an eligible project category; and E. Whereas, on August 4, 2016, the VTA Board approved VRF ITS funds for the Townwide Traffic Signal System Upgrade project (PROJECT); and F. Whereas, each party hereto ("Party") desires to specify the terms and conditions under which VRF-ITS 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 SPONSOR, a grant ("Grant") in an amount not to exceed $500,000 ("Maximum Grant Amount"). Said grant is provided to SPONSOR in return for SPONSOR's agreement to implement the "PROJECT." 2. Term. The term of this Funding Agreement shall be deemed to have commenced retroactively as of August 4, 2016 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, 2019. Any requests for additional time to complete Project beyond December 31, 2019 must be submitted in writing to VTA no later than October 1, 2019 and document that significant progress has been made on the project. VTA may approve or deny such requests in its sole discretion. Documentation by VTA approving any extensions for the Project shall be sufficient approval to extend the term of this Agreement. 3. Invoicing and Payment. a. Grantor shall submit invoices at quarterly intervals to VTA for reimbursement of eligible costs incurred to implement the PROJECT. SPONSOR 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. SPONSOR agrees that VRF-ITS funds will be utilized only after SPONSOR exhausts the PROJECT'S existing funding allocation. c. VTA shall, within twenty (20) days after receipt of an invoice that conforms to the requirements set forth in this Funding Agreement, reimburse SPONSOR for all eligible expenditures up to the Maximum Grant Amount. d. SPONSOR shall submit bi-annual reports of SPONSOR'S expenditures of PROGRAM funds and associated interest, in a form to be provided by VTA to SPONSOR. Each report will provide PROJECT status to date and a status update for uncompleted tasks. Reports are due from RECIPIENT to VTA no later than April 15 and October 15 of each year as a condition of receiving funds. SPONSOR should include photographs to document work performed as appropriate. 4. Naming of Project Liaison. Prior to execution of this Funding Agreement, SPONSOR shall notify VTA of the name of the SPONSOR's PROJECT liaison (the "Liaison") and of the Liaison's address, telephone number and email address. The Liaison shall be the liaison to VTA pertaining to implementation of this Funding Agreement and shall be the contact for information about the PROJECT. Where possible, SPONSOR 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. SPONSOR 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. SPONSOR shall make such records available to VTA upon request for review and audit purposes. Financial audits will be performed at VTA's discretion. SPONSOR will be contacted in writing in advance of any audit or other PROJECT review. 6. Credit of Funding Contribution. SPONSOR 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 SPONSOR for use in complying with said obligation. 2 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 SPONSOR under or in connection with any work, authority or jurisdiction delegated to VTA or SPONSOR under this Funding Agreement. Both Parties agree that pursuant to Government Code 895.4, SPONSOR shall fully defend, indemnify, and 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 SPONSOR under or in connection with any work, authority or jurisdiction delegated to SPONSOR under this Funding Agreement. This provision shall survive the termination of this Funding Agreement. b. Neither SPONSOR 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 SPONSOR or VTA under this Funding Agreement. Both Parties agree that pursuant to Government Code 895.4, VTA shall fully defend, indemnify, and save harmless SPONSOR 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 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. SPONSOR 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. 111. Binding en 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. 3 To VTA Manager, Programming and Grants Santa Clara Valley Transportation Authority 3331 North 1st Street Building B2 San Jose, CA 95134 To SPONSOR: Town Manager Town of Los Gatos 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, SPONSOR 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 executed in one or more counterparts, all of which taken together shall constitute one and the same instrument. Signatures of Parties on following page. 4 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date shown below: Town of Los Gatos SANTA CLARA VALLEY (SPONSOR) TRANSPORTATION AUTHORITY (VTA) Town Manager Nuria I. Fernandez, General Manager Date: Date: Approved as to Form: Approved as to Form: Counsel \\ 1 Caroline Kim, Assistant Counsel 5