1999-065-Enter Into A Cooperative Agreement With The County To Receive The 20% Allocation For Development Costs Provided By Measure B FundsRESOLUTION 1999 - 65
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO ENTER INTO
A COOPERATIVE AGREEMENT WITH
THE COUNTY OF SANTA CLARA TO RECEIVE THE 20% ALLOCATION
FOR DEVELOPMENT COSTS PROVIDED BY MEASURE B FUNDS.
WHEREAS, the Santa Clara County Board of Supervisors intends to immediately make
available up to twenty- percent (20 %) of the Fiscal Year 1999 funds allocable to the cities within
Santa Clara County and the County as defined in the Policies and Procedures of the PMP, and
WHEREAS, a check will be issued to the Town in the amount of 20% of this year's
allocation after the Cooperative Agreement has been approved by the Board, and
WHEREAS, Staff has anticipated the receipt of the Measure AB funds to be used for the
current Street Resurfacing Project 9943, (formally Project 9904), and will follow the policies and
complete the procedures to receive the remaining 80% of PMP funds once the cooperative agreement
is enacted, and
WHEREAS, the agreement entitled "COOPERATIVE AGREEMENT WITH THE
COUNTY OF SANTA CLARA AND THE TOWN OF LOS GATOS" attached hereto as Exhibit
A and incorporated herein, is
THEREFORE, BE IT RESOLVED: that the Town Council does hereby authorize the
Manager to execute the Cooporative Agreement with the County of Santa Clara substantially in the
form attached hereto as Exhibit A.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los
Gatos, California, held on the 6th day of June, 1999 by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Steven Blanton, Linda Lubeck, Joe Pirzynski.
NAYS: None
ABSENT: Mayor Jan Hutchins
ABSTAIN: None
SIGNED:
ATTEST:
GATOS,
C_ ^^.
CLERK OF THE TOWN OF LOS GA O
LOS GATOS, CALIFORNIA
)F LOS GATOS
COOPERATIVE AGREEMENT
BETWEEN
COUNTY OF SANTA CLARA
AND
TOWN nF Los CATns
This AGREEMENT is made and entered into as of this _ day of JUNE ' 1999, by and
between the COUNTY OF SANTA CLARA, hereinafter referred to as "COUNTY" and
_TOwN QF LOS GATOS , hereinafter referred to as "SPONSOR'.
RECITALS
1. COUNTY and SPONSOR hereby desire to enter into a cooperative agreement
pursuant to and in furtherance of "Measure A," an advisory measure passed by the voters to
indicate the general opinion of the COUNTY as to whether new sales tax revenues shall be used to
fund certain transportation improvements, and "Measure B," pursuant to which a'' /2 cent retail and
sales tax for general county purposes was enacted for a period of nine years commencing April 1,
1997 and terminating March 31, 2006.
2. The COUNTY has preliminarily established the Pavement Management Program
( "PMP ") to implement certain goals of Measure A, and allocated funds for the PMP during Fiscal
Year 1999. The COUNTY intends to fund the balance of the PMP when it adopts a Base Case
Plan for the expenditure of Measure B funds. COUNTY intends to immediately make available up
to twenty- percent (20 %) of the Fiscal Year 1999 funds allocable to the cities within Santa Clara
County and the COUNTY, including SPONSOR, for the sole purpose of funding Project
development costs as defined in the Policies and Procedures for the PMP attached hereto as
EXHIBIT A and incorporated herein by this reference ( "PMP Policies ").
3. The balance of such Fiscal Year 1999 funds, not less than eighty percent (80 %) of
the total, will be disbursed to the Santa Clara Valley Transportation Authority ( "VTA ") pursuant to
a separate funding agreement entered into between the VTA and the COUNTY. Subject to final
approval by the County Board of Supervisors, the COUNTY intends in subsequent years to
provide funding for all Project costs (including Project development costs) to the VTA. The VTA
will reimburse specific SPONSOR projects pursuant to separate agreements between the VTA
and each of the cities and the COUNTY.
4. These funds, hereinafter referred to as Measure B PMP Funds, may be made
available to SPONSOR to help fund certain maintenance and repair work on city and county
streets and expressways, including certain development costs for projects eligible under the PMP.
Measure B PMP Funds are allocated by COUNTY. Unless otherwise indicated herein, the term
PMP GRANT refers to any Measure B PMP Funds appropriated to SPONSOR under this
AGREEMENT.
Exhibit A
5. SPONSOR desires to engage in certain development activities in connection with
one or more projects for the maintenance and repair work on city streets, the County expressway
system and/or roads in unincorporated areas of the County in accordance with the PMP, each such
project hereinafter referred to as "PROJECT."
NOW, THEREFORE, in consideration of the foregoing, the COUNTY and SPONSOR do
hereby agree as follows:
SECTION I
SPONSOR AGREES:
1. For each PROJECT approved and funded by COUNTY, to apply the PMP
GRANTS received under this AGREEMENT to eligible project development costs incurred in
connection with the PROJECT(s), and consistent with the terms and conditions specified in this.
AGREEMENT and the PMP Policies, as such PMP Policies relate to eligible project development
costs, including, without limitation, the Maintenance of Effort requirement contained in the PMP
Policies.
2. To allow COUNTY, or any independent auditor selected by COUNTY, or the
VTA to audit any and all development costs and expenditures relating to each PROJECT funded
through this AGREEMENT. For the duration of each PROJECT, and for four (4) years following
completion of the PROJECT, SPONSOR shall make available to COUNTY, or any independent
auditor selected by COUNTY, or the VTA all records and invoices relating to costs and expenses
incurred by it in performance of this AGREEMENT.
3. To provide overall management of PROJECT(s) including responsibility for
schedule, budget, and oversight of services performed by others and to be responsible for
evaluation, selection, and management of consultants and contractors.
4. To coordinate with COUNTY to provide appropriate recognition to COUNTY,
including recognition in flyers and other publicly distributed materials, in press releases, at
groundbreakings, ribbon cuttings and other public ceremonies, and to install a sign or signs
approved by the COUNTY at the site of the PROJECT that identifies Measure B and the
COUNTY as a funding source for the PROJECT.
5. Upon request, to provide copies to COUNTY of all executed contracts and other
PROJECT documents between SPONSOR and others involved in a PROJECT. Copies of such
executed contracts shall be retained for four (4) years following completion of a PROJECT.
6. Upon request and subject to such reasonable terms and conditions as the County
may impose, to submit to COUNTY project status reports consistent with a process and format as
reasonably determined by COUNTY.
-2-
7. To comply with all relevant requirements of applicable law relating to the
application and/or expenditure of the funds and to be bound by, and to include such requirements in
any contracts or other agreements which it may enter into with recipients of Measure B PMP
Funds.
SECTION U
COUNTY AGREES:
1. To take appropriate action to provide PMP GRANTS in an aggregate amount not
to exceed $ 122,352,00 (i.e., 20% of SPONSOR'S total Fiscal Year 1999 allocation of
$ to SPONSOR for eligible PMT project development costs and expenses in
accordance with the terms and conditions of this AGREEMENT.
2. To provide the balance of the Fiscal Year 1999 funding, and (subject to final
approval by the County Board of Supervisors) funding for subsequent years, to the VTA persuant
to a separate funding agreement between the VTA and the COUNTY for'disbursement to
SPONSOR in accordance with separate agreements between the VTA and each of the cities and
the COUNTY.
3. The COUNTY intends to provide further funding in subsequent years as
follows: (INSERT HERE THE ATMOUNT FOR THIS SPONSOR AS SET FORTH IN THE
"MEASURE A AUTHORIZATION" TABLE ATTACHED HERETO.)
FISCAL YEAR 2000: $611,760,00, (ATTACHMENT 2)
4. To provide timely notice if an audit is to be conducted.
5. If applicable, to provide guidelines for reports to be provided by SPONSOR in
accordance with SECTION I, paragraph 6 of this AGREEMENT.
SECTION III
IT IS MUTUALLY AGREED:
1. Term: Eligible project development costs for the PROJECT(s) shall be financed
from PMP GRANTS when incurred by SPONSOR, provided they are consistent with the terms
and conditions of this AGREEMENT and the PMT Policies. The term of this AGREEMENT shall
commence from the date this AGREEMENT is executed and shall terminate on the first anniversary
of last PMP GRANT hereunder ( "Termination Date "). The foregoing notwithstanding, all
obligations of SPONSOR agreed to hereunder shall survive the Termination Date, including but not
limited to those listed in Section I above and paragraph 3 of this Section below. The Termination
Date may be modified only if mutually agreed to in writing by both SPONSOR and COUNTY.
Any appropriated but unexpended funds related to this AGREEMENT as of the Termination Date
shall be used by SPONSOR for other, non - development costs and expenditures relating to the
PROJECT.
-3-
2. Can on PROJECT development expenditures: In no event shall the project
development expenditures for projects funded by PMP GRANTS exceed twenty percent (20 %) of
the total amount of the COUNTY PMT grant made to SPONSOR and to the VTA for
SPONSOR'S benefit..
3. Indemnity: Neither COUNTY nor any officer or employee thereof, shall be
responsible for, and SPONSOR shall fully indemnify and hold harmless COUNTY against 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 SPONSOR under this
AGREEMENT. It is also understood and agreed that, pursuant to Government Code section
895.4, SPONSOR shall fully indemnify and hold COUNTY harmless from any liability imposed for
injury as defined by Government Code Section 810.8 occurring by reason of anything done or
omitted to be done by SPONSOR under this AGREEMENT or in connection with any work,
authority or jurisdiction delegated to SPONSOR under this AGREEMENT.
4. Notices:
COUNTY: SPONSOR:
Office of the County Executive TOWN 0 F LOS GAT 0 S
County of Santa Clara D4\4I D KNAPP
County Govt. Center, East Wing TOWN MANAGFR
70 West Hedding Street 110 EAST MAIN STREET
San Jose, California 95110 Los GATOS, CA 95032
Attn: Attn: -D AVID K N A 1P
Telephone: Telephone: (4A8) 354 -6239
Fax: Fax: ( 408) 354 -8431
By executing this AGREEMENT, each of the parties acknowledges and agrees that the
persons identified above, or any other person designated by either parry to AGREEMENT by
notice to the other party, is authorized to execute documents and to bind the party with respect to
this AGREEMENT in accordance with the procedures set forth in Section III, paragraph 7 below.
5. Additional Acts and Documents: Each parry agrees to do all such things and take
all such actions and to make, execute, and deliver such other documents and instruments as shall be
reasonably requested to carry out the provisions, intent, and purpose of the AGREEMENT.
6. Integration: This AGREEMENT represents the entire AGREEMENT of the
parties with respect to the subject matter hereof. No representations, warranties, inducements, or
oral agreements have been made by any of the parties except as expressly set forth herein or in
other contemporaneous written agreements.
-4-
7. Amendment: This AGREEMENT may not be changed, modified, or rescinded
except in writing, signed by all parties hereto, and any attempt at oral modification of this
AGREEMENT shall be void and of no effect.
8. Independent A ency: SPONSOR renders its services under this AGREEMENT
as an Independent agency. None of the SPONSOR's agents or employees shall be agents or
employees of the COUNTY.
9. Assignment: This AGREEMENT may not be assigned, transferred, hypothecated,
or pledged by any party without the express written consent of the other party.
10. Binding on Successors: This AGREEMENT shall be binding upon the
successor(s), assignee(s), or transferee(s) of COUNTY or SPONSOR as the case may be. This
provision shall not be construed as an authorization to assign, transfer, hypothecate, or pledge this
AGREEMENT other than as provided above.
11. Severability: Should any part of this AGREEMENT be determined to be
unenforceable, invalid, or beyond the COUNTY of either party to enter into or carry out, such
determination shall not affect the validity of the remainder of this AGREEMENT which shall
continue in full force and effect, provided that the remainder of this AGREEMENT can, absent the
excised portion, be reasonably interpreted to give effect to the intentions of the parties.
12. Limitation: All obligations of COUNTY under the terms of this AGREEiMENT'are
expressly subject to the COUNTY's continued authorization to collect and expend the sales tax
proceeds provided by Measure B. If for any reason COUNTY's right to collect or expend such
sales tax proceeds is terminated or suspended in whole or part, COUNTY shall promptly notify
SPONSOR, and the parties shall consult on a course of action. If, after twenty -five (25) working
days, a course of action is not agreed upon by the parties, this AGREEMENT shall be deemed
terminated by mutual consent without further obligation or liability on the part of either party,
provided that any further obligation to fund from the date of the notice shall be expressly limited by
and subject to (i) the lawful ability of COUNTY to expend sales tax proceeds for the purposes of
this AGREEMENT; and (ii) the availability, taking into consideration all obligations of COUNTY
under all outstanding contracts, agreements and other obligations of COUNTY, of funds for such
purposes.
-5-
IN WITNESS WHEREOF, the parties have executed this AGREEMENT as of the date set forth
above.
"COUNTY" "SPONSOR'
COUNTY OF SANTA CLARA TOWN OF LOS GATOS
PETE McHUGH, Chairperson
ATTEST: PHYLLIS A PEREZ, Clerk
Board of Supervisors
APPROVED AS TO FORM
AND LEGALITY:
WILLIAM I. ANDERSON
Assistant County Counsel
S:\ GcmiaGovemmaa \Andemn\NMMURH..41&B \Coopcmtiva Az mmmL
3-
By:
DAVID KNAPP, TOWN MANAGER
ATTEST:
MARIAN COSGROVE, TOWN CLERK
APPROVED AS TO FORM:
OR C P.
al C �CORB, TOWN ATTORNEY
Leg ounse
z
0
F
0
w
CC
w
Cq
C)
C
Cq
0
0
Cq
0
0
M
C)
W•
d
Attachment
Attachment 2
CQ w Cq 0 00 o = = "9 = 0 00 00
cfl= Cr3 2 M r- 0 00 a o cc
o c� �+ c� ua � o cat c� " 1'71 LO a
o -4 cc" 00 0D M ^+ ti 00 l` Co IV C- 00
r,r- cvcq..�IVM"0 -+au�
to 0000_ -d4 c� N M'o o o a N N COO
-1.
o
�
=
co
d+
M
M
4&
o
o
O
o
0
40
o
o,
O
0
0
4*
T
f�1
N
LL�
^O
00
LIZ
M
y
y1 MJ
C11 V
1�
T
�
M
Lo
N
N
C
00
Ln.�
Cq
zVD'��A&
���6s
��-
w
o
a
IA
T
Q�
IC
Ll-
M
M
0
M
w
�
t--
M
Lo
+
et+
�
CO
o
a
o
co
u•J
o
o
--�
Co
CV
cc
d+
a
M
a
M
�'
W
L`
•-1
a
�-
00
CA
00
/��
ti
a
o
o
,r
00
o
o
oo00I=
06
Ci'
4
+
u?
Lc�ti�c�aocv�
c+a
M'
C6
N
OO
M
i
Lo
0
00
a�
�-
a
•-,
o
,-+
a
u?
Cq
1--1
o
to
a
ur
�
0J
iota.
log-
e09'a9'er9.
40o.vo'4s
V:.�,
VB.
VD.
�6�s9
j&
&g
0
T
6;
N
N
I
co
r-
=
U-)
Cf3
o
M
to
=
to
00
a
00
as
Cq
a
t.-
M
ti
a
V
0o
�
t-
o
o
ee
o
-4
CII
ti
=
"
t-
OO
,
l—
GV
a
o
00
0
0
00
o
'I
•-+
a
CrJ
Ci
Cl
•-+
l`
00
M
a
o
M
0o
l--
a
r.,
o
a
s
GV
IH
to
ec
=
LC
J
IV
w
>
Cn
�
.�
p
C7
ot
Cn
o
0
<�
Cn
c-)
c"
Attachment 2