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Attachment 1 - Caltrans PID Cooperative AgreementAgreement 04-2848 Project No. 0422000074 EA 3W890 04-SCL-17-7.6/7.7 Project Development Agreement 2017-02-17 (Created September 30, 2021)1 COOPERATIVE AGREEMENT This AGREEMENT, executed on and effective from _______________________________, is between the State of California, acting through its Department of Transportation, referred to as CALTRANS, and: Town of Los Gatos, a body politic and municipal corporation or chartered city of the State of California, referred to hereinafter as TOWN. An individual signatory agency in this AGREEMENT is referred to as a PARTY. Collectively, the signatory agencies in this AGREEMENT are referred to as PARTIES. RECITALS 1. PARTIES are authorized to enter into a cooperative agreement for improvements to the State Highway System per California Streets and Highways Code, Sections 114 and 130 and California Government Code, Section 65086.5. 2. For the purpose of this AGREEMENT, the project proposes a bicycle/pedestrian overcrossing (BPOC) across Highway 17. The BPOC will be situated to the south of the existing Blossom Hill Road Bridge and connect to bicycle/pedestrian facilities along Blossom Hill Roadway between Roberts Road West and Roberts Road East will be referred to hereinafter as PROJECT. TOWN desires that a Project Initiation Document (PID) be developed for the PROJECT. The Project Initiation Document will be a Project Study Report - Project Development Support (PSR-PDS). 3. All obligations and responsibilities assigned in this AGREEMENT to complete the following PROJECT COMPONENT will be referred to hereinafter as WORK: PROJECT INITIATION DOCUMENT (PID) Each PROJECT COMPONENT is defined in the CALTRANS Workplan Standards Guide as a distinct group of activities/products in the project planning and development process. ATTACHMENT 1 Agreement 04-2848 Project No. 0422000074 Project Development Agreement 2017-02-17 (Created September 30, 2021) 2 of 14 4. The term AGREEMENT, as used herein, includes this document and any attachments, exhibits, and amendments. This AGREEMENT is separate from and does not modify or replace any other cooperative agreement or memorandum of understanding between the PARTIES regarding the PROJECT. PARTIES intend this AGREEMENT to be their final expression that supersedes any oral understanding or writings pertaining to the WORK. The requirements of this AGREEMENT will preside over any conflicting requirements in any documents that are made an express part of this AGREEMENT. If any provisions in this AGREEMENT are found by a court of competent jurisdiction to be, or are in fact, illegal, inoperative, or unenforceable, those provisions do not render any or all other AGREEMENT provisions invalid, inoperative, or unenforceable, and those provisions will be automatically severed from this AGREEMENT. Except as otherwise provided in the AGREEMENT, PARTIES will execute a written amendment if there are any changes to the terms of this AGREEMENT. AGREEMENT will terminate 180 days after PID is signed by PARTIES or as mutually agreed by PARTIES in writing. However, all indemnification articles will remain in effect until terminated or modified in writing by mutual agreement. 5. No PROJECT deliverables have been completed prior to this AGREEMENT. 6. In this AGREEMENT capitalized words represent defined terms, initialisms, or acronyms. 7. PARTIES hereby set forth the terms, covenants, and conditions of this AGREEMENT. RESPONSIBILITIES Sponsorship 8. A SPONSOR is responsible for establishing the scope of the PROJECT and securing the financial resources to fund the WORK. A SPONSOR is responsible for securing additional funds when necessary or implementing PROJECT changes to ensure the WORK can be completed with the funds obligated in this AGREEMENT. PROJECT changes, as described in the CALTRANS Project Development Procedures Manual, will be approved by CALTRANS as the owner/operator of the State Highway System. 9. TOWN is the SPONSOR for the WORK in this AGREEMENT. Agreement 04-2848 Project No. 0422000074 Project Development Agreement 2017-02-17 (Created September 30, 2021) 3 of 14 Implementing Agency 10. The IMPLEMENTING AGENCY is the PARTY responsible for managing the scope, cost, schedule, and quality of the work activities and products of a PROJECT COMPONENT.  TOWN is the Project Initiation Document (PID) IMPLEMENTING AGENCY. The PID identifies the PROJECT need and purpose, stakeholder input, project alternatives, anticipated right-of-way requirements, preliminary environmental analysis, initial cost estimates, and potential funding sources. 11. TOWN will provide a Quality Management Plan (QMP) for the WORK in every PROJECT COMPONENT that they are the IMPLEMENTING AGENCY of. The QMP describes the IMPLEMENTING AGENCY’s quality policy and how it will be used. The QMP will include a process for resolving disputes between the PARTIES at the team level. The QMP is subject to CALTRANS review and approval. 12. Any PARTY responsible for completing WORK will make its personnel and consultants that prepare WORK available to help resolve WORK-related problems and changes for the entire duration of the PROJECT including PROJECT work that may occur under separate agreements. Funding 13. TOWN is the only PARTY obligating funds in this AGREEMENT and will fund the cost of the WORK in accordance with this AGREEMENT. If, in the future, CALTRANS is allocated state funds and Personnel Years (PYs) for PID review or development of this PROJECT, PARTIES will agree to amend this AGREEMENT to change the reimbursement arrangement for PID review. 14. Funding sources, PARTIES committing funds, funding amounts, and invoicing/payment details are documented in the Funding Summary section of this AGREEMENT. PARTIES will amend this AGREEMENT by updating and replacing the Funding Summary, in its entirety, each time the funding details change. Funding Summary replacements will be executed by a legally authorized representative of the respective PARTIES. The most current fully executed Funding Summary supersedes any previous Funding Summary created for this AGREEMENT. 15. PARTIES will not be reimbursed for costs beyond the funds obligated in this AGREEMENT. Agreement 04-2848 Project No. 0422000074 Project Development Agreement 2017-02-17 (Created September 30, 2021) 4 of 14 16. Unless otherwise documented in the Funding Summary, overall liability for project costs within a PROJECT COMPONENT will be in proportion to the amount contributed to that PROJECT COMPONENT by each fund type. 17. Unless otherwise documented in the Funding Summary, any savings recognized within a PROJECT COMPONENT will be credited or reimbursed, when allowed by policy or law, in proportion to the amount contributed to that PROJECT COMPONENT by each fund type. 18. WORK costs, except those that are specifically excluded in this AGREEMENT, are to be paid from the funds obligated in the Funding Summary. Costs that are specifically excluded from the funds obligated in this AGREEMENT are to be paid by the PARTY incurring the costs from funds that are independent of this AGREEMENT. CALTRANS’ Quality Management 19. CALTRANS, as the owner/operator of the State Highway System (SHS), will perform quality management work including Quality Management Assessment (QMA) and owner/operator approvals for the portions of WORK within the existing and proposed SHS right-of-way. 20. CALTRANS’ Quality Management Assessment (QMA) efforts are to ensure that TOWN's quality assurance results in WORK that is in accordance with the applicable standards and the PROJECT’s quality management plan (QMP). QMA does not include any efforts necessary to develop or deliver WORK or any validation by verifying or rechecking WORK. When CALTRANS performs QMA, it does so for its own benefit. No one can assign liability to CALTRANS due to its QMA. 21. CALTRANS, as the owner/operator of the State Highway System, will approve WORK products in accordance with CALTRANS policies and guidance and as indicated in this AGREEMENT. 22. TOWN will provide WORK-related products and supporting documentation upon CALTRANS’ request for the purpose of CALTRANS’ quality management work. Project Initiation Document (PID) 23. As the PID IMPLEMENTING AGENCY, TOWN is responsible for all PID WORK except those activities and responsibilities that are assigned to another PARTY in this AGREEMENT and those activities that may be specifically excluded. 24. Should TOWN request CALTRANS to perform any portion of PID preparation work, except as otherwise set forth in this AGREEMENT, TOWN agrees to reimburse CALTRANS for such work and PARTIES will amend this AGREEMENT. Agreement 04-2848 Project No. 0422000074 Project Development Agreement 2017-02-17 (Created September 30, 2021) 5 of 14 25. CALTRANS will be responsible for completing the following PID activities: CALTRANS Work Breakdown Structure Identifier (If Applicable) AGREEMENT Funded Cost 100.05.10.xx Quality Management Yes 150.05.05.xx Review of Existing Reports, Data, Studies, and Mapping Yes 150.25.20 PID Circulation, Review, and Approval Yes 26. CALTRANS will provide relevant existing proprietary information and maps related to:  Geologic and Geotechnical information  Utility information  Environmental constraints  Traffic modeling/forecasts  Topographic and Boundary surveys  As-built centerline and existing right-of-way Due to the potential for data loss or errors, CALTRANS will not convert the format of existing proprietary information or maps. 27. When required, CALTRANS will perform pre-consultation with appropriate resource agencies in order to reach consensus on need and purpose, avoidance alternatives, and feasible alternatives. 28. CALTRANS will actively participate in the Project Delivery Team meetings. 29. The PID will be signed on behalf of TOWN by a Civil Engineer registered in the State of California. 30. CALTRANS will review and approve the Project Initiation Document (PID) as required by California Government Code, Section 65086.5. Agreement 04-2848 Project No. 0422000074 Project Development Agreement 2017-02-17 (Created September 30, 2021) 6 of 14 CALTRANS will complete a review of the draft PID and provide its comments to TOWN within 60 calendar days from the date CALTRANS received the draft PID from TOWN. TOWN will address the comments provided by CALTRANS. If any interim reviews are requested of CALTRANS by TOWN, CALTRANS will complete those reviews within 30 calendar days from the date CALTRANS received the draft PID from TOWN. After TOWN revises the PID to address all of CALTRANS’ comments and submits the revised draft PID and all related attachments and appendices, CALTRANS will complete its review and final determination of the revised draft PID within 30 calendar days from the date CALTRANS received the revised draft PID from TOWN. Should CALTRANS require supporting data necessary to defend facts or claims cited in the revised draft PID, TOWN will provide all available supporting data in a reasonable time so that CALTRANS may conclude its review. The 30 day CALTRANS review period will be stalled during that time and will continue to run after TOWN provides the required data. No liability will be assigned to CALTRANS, its officers and employees by TOWN under the terms of this AGREEMENT or by third parties by reason of CALTRANS’ review and approval of the PID. Additional Provisions Standards 31. PARTIES will perform all WORK in accordance with federal and California laws, regulations, and standards; Federal Highway Administration (FHWA) standards; and CALTRANS standards. CALTRANS standards include, but are not limited to, the guidance provided in the:  CADD Users Manual  CALTRANS policies and directives  Plans Preparation Manual  Project Development Procedures Manual (PDPM)  Workplan Standards Guide Noncompliant Work 32. CALTRANS retains the right to reject noncompliant WORK. TOWN agrees to suspend WORK upon request by CALTRANS for the purpose of protecting public safety, preserving property rights, and ensuring that all WORK is in the best interest of the State Highway System. Agreement 04-2848 Project No. 0422000074 Project Development Agreement 2017-02-17 (Created September 30, 2021) 7 of 14 Qualifications 33. Each PARTY will ensure that personnel participating in WORK are appropriately qualified or licensed to perform the tasks assigned to them. Consultant Selection 34. TOWN will invite CALTRANS to participate in the selection of any consultants that participate in the WORK. Encroachment Permits 35. CALTRANS will issue, upon proper application, the encroachment permits required for WORK within State Highway System (SHS) right-of-way. TOWN, their contractors, consultants, agents and utility owners will not work within the SHS right-of-way without an encroachment permit issued in their name. CALTRANS will provide encroachment permits to TOWN, their contractors, consultants, and agents at no cost. CALTRANS will provide encroachment permits to utility owners at no cost. If the encroachment permit and this AGREEMENT conflict, the requirements of this AGREEMENT will prevail. 36. The IMPLEMENTING AGENCY for a PROJECT COMPONENT will coordinate, prepare, obtain, implement, renew, and amend any encroachment permits needed to complete the WORK. Protected Resources 37. If any PARTY discovers unanticipated cultural, archaeological, paleontological, or other protected resources during WORK, all WORK in that area will stop and that PARTY will notify all PARTIES within 24 hours of discovery. WORK may only resume after a qualified professional has evaluated the nature and significance of the discovery and CALTRANS approves a plan for its removal or protection. Disclosures 38. PARTIES will hold all administrative drafts and administrative final reports, studies, materials, and documentation relied upon, produced, created, or utilized for the WORK in confidence to the extent permitted by law and where applicable, the provisions of California Government Code, Section 6254.5(e) will protect the confidentiality of such documents in the event that said documents are shared between PARTIES. PARTIES will not distribute, release, or share said documents with anyone other than employees, agents, and consultants who require access to complete the WORK without the written consent of the PARTY authorized to release them, unless required or authorized to do so by law. Agreement 04-2848 Project No. 0422000074 Project Development Agreement 2017-02-17 (Created September 30, 2021) 8 of 14 39. If a PARTY receives a public records request pertaining to the WORK, that PARTY will notify PARTIES within five (5) working days of receipt and make PARTIES aware of any disclosed public records. Hazardous Materials 40. If any hazardous materials, pursuant to Health and Safety Code 25260(d), are found within the PROJECT limits, the discovering PARTY will notify all other PARTIES within twenty-four (24) hours of discovery. 41. PARTIES agree to consider alternatives to PROJECT scope and/or alignment, to the extent practicable, in an effort to avoid any known hazardous materials within the proposed PROJECT limits. 42. If hazardous materials are discovered within PROJECT limits, but outside of State Highway System right-of-way, it is the responsibility of TOWN in concert with the local agency having land use jurisdiction over the property, and the property owner, to remedy before CALTRANS will acquire or accept title to such property. Claims 43. Any PARTY that is responsible for completing WORK may accept, reject, compromise, settle, or litigate claims arising from the WORK without concurrence from the other PARTY. 44. PARTIES will confer on any claim that may affect the WORK or PARTIES’ liability or responsibility under this AGREEMENT in order to retain resolution possibilities for potential future claims. No PARTY will prejudice the rights of another PARTY until after PARTIES confer on the claim. 45. If the WORK expends state or federal funds, each PARTY will comply with the Federal Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards of 2 CFR, Part 200. PARTIES will ensure that any for-profit consultant hired to participate in the WORK will comply with the requirements in 48 CFR, Chapter 1, Part 31. When state or federal funds are expended on the WORK these principles and requirements apply to all funding types included in this AGREEMENT. Accounting and Audits 46. PARTIES will maintain, and will ensure that any consultant hired by PARTIES to participate in WORK will maintain, a financial management system that conforms to Generally Accepted Accounting Principles (GAAP), and that can properly accumulate and segregate incurred PROJECT costs and billings. Agreement 04-2848 Project No. 0422000074 Project Development Agreement 2017-02-17 (Created September 30, 2021) 9 of 14 47. PARTIES will maintain and make available to each other all WORK-related documents, including financial data, during the term of this AGREEMENT. PARTIES will retain all WORK-related records for three (3) years after the final voucher. PARTIES will require that any consultants hired to participate in the WORK will comply with this Article. 48. PARTIES have the right to audit each other in accordance with generally accepted governmental audit standards. CALTRANS, the State Auditor, FHWA (if the PROJECT utilizes federal funds), and TOWN will have access to all WORK -related records of each PARTY, and any consultant hired by a PARTY to participate in WORK, for audit, examination, excerpt, or transcription. The examination of any records will take place in the offices and locations where said records are generated and/or stored and will be accomplished during reasonable hours of operation. The auditing PARTY will be permitted to make copies of any WORK-related records needed for the audit. The audited PARTY will review the draft audit, findings, and recommendations, and provide written comments within thirty (30) calendar days of receipt. Upon completion of the final audit, PARTIES have forty-five (45) calendar days to refund or invoice as necessary in order to satisfy the obligation of the audit. Any audit dispute not resolved by PARTIES is subject to mediation. Mediation will follow the process described in the General Conditions section of this AGREEMENT. 49. If the WORK expends state or federal funds, each PARTY will undergo an annual audit in accordance with the Single Audit Act in the Federal Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards as defined in 2 CFR, Part 200. 50. When a PARTY reimburses a consultant for WORK with state or federal funds, the procurement of the consultant and the consultant overhead costs will be in accordance with the Local Assistance Procedures Manual, Chapter 10. Interruption of Work 51. If WORK stops for any reason, IMPLEMENTING AGENCY will place the PROJECT right- of-way in a safe and operable condition acceptable to CALTRANS. Agreement 04-2848 Project No. 0422000074 Project Development Agreement 2017-02-17 (Created September 30, 2021) 10 of 14 Penalties, Judgements and Settlements 52. The cost of awards, judgements, fines, interest, penalties, attorney’s fees, and/or settlements generated by the WORK are considered WORK costs. 53. Any PARTY whose action or lack of action causes the levy of fines, interest, or penalties will indemnify and hold all other PARTIES harmless per the terms of this AGREEMENT. GENERAL CONDITIONS 54. All portions of this AGREEMENT, including the Recitals Section, are enforceable. Venue 55. PARTIES understand that this AGREEMENT is in accordance with and governed by the Constitution and laws of the State of California. This AGREEMENT will be enforceable in the State of California. Any PARTY initiating legal action arising from this AGREEMENT will file and maintain that legal action in the Superior Court of the county in which the CALTRANS district office that is signatory to this AGREEMENT resides, or in the Superior Court of the county in which the PROJECT is physically located. Exemptions 56. All CALTRANS’ obligations under this AGREEMENT are subject to the appropriation of resources by the Legislature, the State Budget Act authority, programming and allocation of funds by the California Transportation Commission (CTC). Indemnification 57. Neither CALTRANS nor any of its officers and employees, are responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by TOWN, its contractors, sub-contractors, and/or its agents under or in connection with any work, authority, or jurisdiction conferred upon TOWN under this AGREEMENT. It is understood and agreed that TOWN, to the extent permitted by law, will defend, indemnify, and save harmless CALTRANS and all of their officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, but not limited to, tortious, contractual, inverse condemnation, or other theories and assertions of liability occurring by reason of anything done or omitted to be done by TOWN, its contractors, sub-contractors, and/or its agents under this AGREEMENT. Agreement 04-2848 Project No. 0422000074 Project Development Agreement 2017-02-17 (Created September 30, 2021) 11 of 14 58. Neither TOWN nor any of its officers and employees, are responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by CALTRANS, its contractors, sub-contractors, and/or its agents under or in connection with any work, authority, or jurisdiction conferred upon CALTRANS under this AGREEMENT. It is understood and agreed that CALTRANS, to the extent permitted by law, will defend, indemnify, and save harmless TOWN and all of their officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, but not limited to, tortious, contractual, inverse condemnation, or other theories and assertions of liability occurring by reason of anything done or omitted to be done by CALTRANS, its contractors, sub-contractors, and/or its agents under this AGREEMENT. Non-parties 59. PARTIES do not intend this AGREEMENT to create a third party beneficiary or define duties, obligations, or rights for entities not signatory to this AGREEMENT. PARTIES do not intend this AGREEMENT to affect their legal liability by imposing any standard of care for fulfilling the WORK different from the standards imposed by law. 60. PARTIES will not assign or attempt to assign obligations to entities not signatory to this AGREEMENT without an amendment to this AGREEMENT. Ambiguity and Performance 61. Neither PARTY will interpret any ambiguity contained in this AGREEMENT against the other PARTY. PARTIES waive the provisions of California Civil Code, Section 1654. A waiver of a PARTY’s performance under this AGREEMENT will not constitute a continuous waiver of any other provision. 62. A delay or omission to exercise a right or power due to a default does not negate the use of that right or power in the future when deemed necessary. Defaults 63. If any PARTY defaults in its performance of the WORK, a non-defaulting PARTY will request in writing that the default be remedied within thirty (30) calendar days. If the defaulting PARTY fails to do so, the non-defaulting PARTY may initiate dispute resolution. Agreement 04-2848 Project No. 0422000074 Project Development Agreement 2017-02-17 (Created September 30, 2021) 12 of 14 Dispute Resolution 64. PARTIES will first attempt to resolve AGREEMENT disputes at the PROJECT team level as described in the Quality Management Plan. If they cannot resolve the dispute themselves, the CALTRANS District Director and the Executive Officer of TOWN will attempt to negotiate a resolution. If PARTIES do not reach a resolution, PARTIES’ legal counsel will initiate mediation. PARTIES agree to participate in mediation in good faith and will share equally in its costs. Neither the dispute nor the mediation process relieves PARTIES from full and timely performance of the WORK in accordance with the terms of this AGREEMENT. However, if any PARTY stops fulfilling its obligations, any other PARTY may seek equitable relief to ensure that the WORK continues. Except for equitable relief, no PARTY may file a civil complaint until after mediation, or forty-five (45) calendar days after filing the written mediation request, whichever occurs first. PARTIES will file any civil complaints in the Superior Court of the county in which the CALTRANS District Office signatory to this AGREEMENT resides or in the Superior Court of the county in which the PROJECT is physically located. 65. PARTIES maintain the ability to pursue alternative or additional dispute remedies if a previously selected remedy does not achieve resolution. Prevailing Wage 66. When WORK falls within the Labor Code § 1720(a)(1) definition of "public works" in that it is construction, alteration, demolition, installation, or repair; or maintenance work under Labor Code § 1771, PARTIES will conform to the provisions of Labor Code §§ 1720-1815, and all applicable provisions of California Code of Regulations, Title 8, Division 1, Chapter 8, Subchapter 3, Articles 1-7. PARTIES will include prevailing wage requirements in contracts for public work and require contractors to include the same prevailing wage requirements in all subcontracts. Work performed by a PARTY’s own employees is exempt from the Labor Code's Prevailing Wage requirements. If WORK is paid for, in whole or part, with federal funds and is of the type of work subject to federal prevailing wage requirements, PARTIES will conform to the provisions of the Davis- Bacon and Related Acts, 40 U.S.C. §§ 3141-3148. Agreement 04-2848 Project No. 0422000074 Project Development Agreement 2017-02-17 (Created September 30, 2021) 13 of 14 When applicable, PARTIES will include federal prevailing wage requirements in contracts for public works. WORK performed by a PARTY’s employees is exempt from federal prevailing wage requirements. Contact Information CALTRANS Joon Kang, Regional Project Manager 111 Grand Avenue Oakland , CA 94612 Office Phone: (510) 622-0130 Mobile Phone: (510) 290-7279 Email: joon.kang@dot.ca.gov TOWN OF LOS GATOS Michelle Quinney, Special Projects Manager 41 Miles Avenue Los Gatos, CA 95030 Office Phone: (408) 827-3552 Email: MQuinney@losgatosca.gov Agreement 04-2848 Project No. 0422000074 Project Development Agreement 2017-02-17 (Created September 30, 2021) 14 of 14 SIGNATURES PARTIES are authorized to enter into this AGREEMENT and have delegated to the undersigned the authority to execute this AGREEMENT on behalf of the respective agencies and hereby covenants to have followed all the necessary legal requirements to validly execute this AGREEMENT. The PARTIES acknowledge that executed copies of this AGREEMENT may be exchanged by facsimile or email, and that such copies shall be deemed to be effective as originals. STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION Helena (Lenka) Culik-Caro Deputy District Director, Design Verification of funds and authority: Jeffrey Kuehnel District Budget Manager Certified as to financial terms and policies: _ Nadine Karavan HQ Accounting Supervisor TOWN OF LOS GATOS Laurel Prevetti Town Manager Attest: Shelley Neis Town Clerk Approved as to form and procedure: Robert W. Schultz Town Attorney AGREEMENT 04 - 2848 Project No. 0422000074 EA 3W890 04-SCL-17-7.6/7.7 Project Development Agreement 2017-02-17 (Created September 30, 2021) 1 of 2 FUNDING SUMMARY NO. 01 FUNDING TABLE v. 1 PID Source Party Fund Type Totals LOCAL TOWN Measure B 135,000 Totals 135,000 SPENDING SUMMARY v 2 PID Fund Type CALTRANS TOWN Totals Measure B 135,000 0 135,000 Totals 135,000 0 135,000 FUNDING SUMMARY No. 01 AGREEMENT 04 - 2848 Project No. 0422000074 Project Development Agreement 2017-02-17 (Created September 30, 2021) 2 of 3 Funding 1. Per the State Budget Act of 2012, Chapter 603, amending item 2660-001-0042 of Section 2.00, the cost of any engineering support performed by CALTRANS towards any local government agency-sponsored PID project will only include direct costs. Indirect or overhead costs will not be applied during the development of the PID document. 2. Notwithstanding the terms of this AGREEMENT, PARTIES agree to abide by the STIP guidelines that require the PARTIES to apportion the project cost increases and savings in the same proportion as the current programmed ratio of funds that are not strictly a one-time only grant. In the alternate, PARTIES may be able to apportion cost increases and savings according to a cost sharing arrangement between the PARTIES that is approved by the CTC. Invoicing and Payment 3. PARTIES will invoice for funds where the SPENDING SUMMARY shows that one PARTY provides funds for use by another PARTY. PARTIES will pay invoices within forty-five (45) calendar days of receipt of invoice when not paying with Electronic Funds Transfer (EFT). When paying with EFT, TOWN will pay invoices within five (5) calendar days of receipt of invoice. 4. If TOWN has received EFT certification from CALTRANS then TOWN will use the EFT mechanism and follow all EFT procedures to pay all invoices issued from CALTRANS. 5. When a PARTY is reimbursed for actual cost, invoices will be submitted each month for the prior month's expenditures. After all PROJECT COMPONENT WORK is complete, PARTIES will submit a final accounting of all PROJECT COMPONENT costs. Based on the final accounting, PARTIES will invoice or refund as necessary to satisfy the financial commitments of this AGREEMENT. AGREEMENT 04 - 2848 Project No. 0422000074 Project Development Agreement 2017-02-17 (Created September 30, 2021) 3 of 3 Project Initiation Document (PID) 6. CALTRANS will invoice TOWN for a $30,000 initial deposit after execution of this AGREEMENT and forty-five (45) working days prior to the commencement of PID expenditures. This deposit represents two (2) months’ estimated costs. Thereafter, CALTRANS will invoice and TOWN will reimburse for actual costs incurred and paid.