HomeMy WebLinkAboutResolution 2010-166 N.C.S. 09/20/2010Resolution No. 2010-166 N.C.S.
of the City of Petaluma, California
APPROVING AGREEMENT BETWEEN SONOMA-MARIN AREA RAIL
TRANSIT DISTRICT (SMART) AND CITY OF PETALUMA TO
ALLOW CITY OF PETALUMA TO ACT AS A PASS THROUGH AGENCY
FORA $1.96M FEDERAL EARMARK FOR SMART RAIL PROTECTS
WHEREAS, grant funds are available to the Sonoma-Marin Area Rail Transit District
(SMART) from the Federal Transit Administration ("FTA") to implement rail projects; and
WHEREAS, under applicable FTA grant requirements, only an eligible recipient may serve as
the direct recipient of these federal funds and enter into a formal grant contract with FTA; and,
WHEREAS, SMART, as a subgrantee, is not an eligible direct recipient of FTA grant
funds and has requested that City of Petaluma act as the primary grantee pass -through agent for
FTA funds for the subgrantee; and,
WHEREAS, applicable FTA regulations permit a grantee to pass FTA funds through to
another agency to carry out the purposes of the grant agreement, provided that the recipient
enters into a written agreement with the subrecipient, passing through the grant requirements to
the subrecipient; and,
WHEREAS, City of Petaluma and subgrantee desire to enter into a formal contract
pursuant to which, the aforementioned FTA and related local match grant funds for
implementation of the projects will be passed through the City to the subgrantee.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
Petaluma hereby authorizes the City Manager to execute the FTA Pass -Through Agreement By
and Between Sonoma-Marin Area Rail Transit District and City of Petaluma, attached as Exhibit
A to the Resolution.
Under the power and authority conferred upon this Council by the Charter of said City.
REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the ed as to
Council of the City of Petaluma at a Regular meeting on the 20`h day of September, (7yr
m:
2010, by the following vote:
Attorney
AYES: Barrett, Vice Mayor Glass, Harris, Healy, Rabbitt, Renee, Mayor Torliatt
NOES: None
ABSENT: None
ABSTAIN: None
ATTEST: a
City Clerk
Resolution No. 2010-166 N.C.S. Page 1
EXHIBIT A TO RESOLUTION
FTA PASS -THROUGH AGREEMENT
By and Between
Sonoma-Marin Area Rail Transit District
And
City of Petaluma
This Agreement ("Agreement") has been entered into by and between the CITY OF
PETALUMA (hereinafter "City") and the SONOMA-MARIN AREA RAIL TRANSIT
DISTRICT (hereinafter "Subgrantee"), as of , 2010, for the undertaking of:
SMART Project Engineering and Environmental Impact Studies ("Project"). City and
Subgrantee are hereinafter referred to collectively as the "Parties."
WHEREAS, grant funds are available from the Federal Transit Administration ("FTA") to
implement the Project; and
WHEREAS, under applicable FTA grant requirements, only an eligible recipient may serve as
the direct recipient of the federal funds and enter into a formal grant contract with FTA; and
WHEREAS, Subgrantee is not an eligible direct recipient of FTA grant funds and has requested
that City act as the primary grantee pass -through agent for FTA funds for Subgrantee; and
WHEREAS, applicable FTA regulations permit a grantee to pass FTA funds through to another
agency to carry out the purposes of the grant agreement provided that the recipient enters into
a written agreement with the subrecipient passing through the grant requirements to the
subrecipient; and
WHEREAS, City and Subgrantee desire to enter into a formal contract pursuant to which the
aforementioned FTA and related local match grant funds for implementation of the Project
will be passed through City to Subgrantee.
NOW, THEREFORE, IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS:
AGREEMENT
1. TERMS AND CONDITIONS.
The Project shall be undertaken and accomplished in accordance with the terms and
conditions specified herein or contained in the Appendices named below, which are attached
hereto and by reference incorporated herein.
City has applied for the Grant pursuant to a 2008 Earmark. A copy of the submitted
application is attached as Appendix A.
Resolution No. 2010-166 N.C.S. Page 2
Appendix B contains general provisions applicable to this Agreement.
Appendix C contains the City of Petaluma/FTA Grant Agreement executed , 20
and the referenced Certifications and Assurances applicable to the Project.
Appendix D contains the Project Budget, by line item, and identifies the funding sources.
2. EFFECTIVE DATE. The effective date of this Agreement shall be , 2010.
The Project shall be completed on or before June 30, 2012.
3. FTA FUNDING AND EXPENSES. The total of all expenses incurred in performance of
Project shall not exceed the sum of Two Million Four Hundred and Fifty Thousand Dollars
($2,450,000). Other federal funds not to exceed One Million Nine Hundred and Sixty
Thousand Dollars ($1,960,000) (the "Grant") will be immediately available, upon award of
the Grant, for reimbursing expenditures under this Agreement. Subgrantee is solely
responsible for providing the local match, in the amount of Four Hundred Ninety Thousand
Dollars ($490,000), to complete the Project. The availability of federal funds shall be a
condition precedent to the requirement that Subgrantee provide the local match funds to
complete the Project. The award of the Grant shall be a condition precedent to City's
execution of this Agreement.
4. REIMBURSEMENT OF CITY EXPENSES. In consideration of the work provided by City
of Petaluma staff, Subgrantee will reimburse the cost of staff time and legal counsel incurred
to administer the Grant and implement the pass through of funds as described in this
Agreement ("City Costs"), including without limitation costs of applying for the Grant,
negotiating this Agreement, and undertaking related activities prior to the Effective Date
and/or execution date of this Agreement and/or the Grant award. The Parties acknowledge
that City Costs may not be not payable from Grant funds, and in that event City Costs will be
paid by Subgrantee from other funds, which Subgrantee hereby acknowledges have been or
will be made available for such purpose. Expenses will be invoiced by the City of Petaluma
directly to Subgrantee and payment will be made within forty-five (45) days of the invoice
date(s).
SUBGRANTEE MANAGEMENT; PROJECT DESCRIPTION. The Project Manager will be
. The Project shall be conducted and administered by
Subgrantee under the direction of its General Manager, who will be responsible for the day to
day administration of the Project:
Lillian Haines
General Manager
Sonoma-Marin Area Rail Transit District
750 Lindaro Street, Suite 200
San Rafael, California 94901
(415) 226-0886
Any notices required or permitted to be sent to Subgrantee by City shall be addressed to the
person and at the address specified above, unless changed in writing by Subgrantee. The
Resolution No. 2010-166 N.C.S. Page 3
Scope of Work will be pursuant to the Project description contained in Appendix A (Grant
Application).
6. SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to the benefit of the
respective successors and assignees of the Parties; provided, however, that no assignment of
Subgrantee's rights and responsibilities hereunder shall be permitted without the prior written
consent of City.
ENTIRE AGREEMENT. This Agreement, including Appendices A through D, contains the
entire agreement between the Parties with respect to the subject matter hereof, and
supersedes all prior written or oral agreements, understandings, representations or statements
between the Parties with respect to the subject matter thereto.
8. SEVERABILITY. If any term, provision or condition of this Agreement is held by a court of
competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall
continue in full force and effect unless the rights and obligations of the Parties shall be
materially altered or abridged thereby.
9. PARTIES NOT CO -VENTURERS. Nothing in this Agreement is intended to or shall
establish the Parties as partners, co -venturers or principal and agent with one another.
IN WITNESS WHEREOF, this Agreement has been executed by the Parties hereto as of the date
first set forth above:
CITY OF PETALUMA:
John Brown, City Manager
ATTEST:
Claire Cooper, City Clerk
APPROVED AS TO FORM FOR CITY:
Eric W. Danly, City Attorney
Resolution No. 2010-166 N.C.S. Page 4
... 0IN"I
Vincent Marengo, Department Director
APPROVED:
Ron Blanquie, Risk Manager
APPROVED:
Sandra Sato, Interim Finance Director
SONOMA-MARIN AREA RAIL TRANSIT DISTRICT:
in
Lillian Hames, General Manager
APPROVED AS TO FORM FOR SUBGRANTEE:
Gregory T. Dion, Deputy County Counsel
Resolution No. 2010-166 N.C.S. Page 5
�h- plut
APPENDIX A
GRANT APPLICATION
DOT FTA
U.S. Department of Transportation Federal Transit Administration
Application
Recipient ID:
Part 2: Project Information
f�1e:A'.fillltansiPJ.A¢'eemerts-RMSMART/Amvimer& MART$pplidin SubaMed82510 Ydm(l of 5)8/16720101:57:12 PM
Resolution No. 2010-166 N.C.S. Page 6
view Mm
tProjectType
Grant
Project Number
CA 03-0813 00
Project Description:
SMART PE &EIS r
Recipient Type
City
FTA Project Mgr
I Susan Chu
Recipient Contact
Joseph Rye
1. New/Amendment
None Specified
Amend Reason
Initial Application
i Fed Dom Asst. #
20500
Sec of Statute
5309-5
r
State Appl I D.
94-6000392
Start/End Date
Jul 01 2010 - Jun 30 2012
(iRecvd. By State:
Aug. 09, 2010���
EO 12372 Rev:
Not Applicable
Review Date:
None Specified
Planning Grant?:
:NO
Program Date (STIPI Jul. 21, 2010 _
UPWP/FTA Prm Plan): .
Program Page
None Specified
Application Type
.Electronic'
U
Supp Agreement?
No
L ..
;Debt Delinq Details
M
Urbanized Areas
Earmarks
Earmark Details
Gross Project Cost a
$2 45Q666s
Adjustment Amt.
_._.
Total Eligible Cost
__-
$2 450,0001
Total FTA Amt
$1,960,000
Total State Amt
$W
Total Local Amt
$490 000
P
Other Federal Amt
m .,
$0 1
4 Special Cond Amt
$0,
Special Condition
I None Specified
S C Tgt Date
None Specified
S C Eff Date
None Specified
Est Obllg Date
None Specified
g
Pre -Award Authority?: Yes
Fed. Debt Authority?
j No un,
) Final Budgets
r No
i
Earmark ID Earmark Name Ong. Balance Amount Applied
)08-NWST-01�0 Smart EIS and PE t $1,960,000 $1,960,000 _
Number of Earmarks: 1
Total Amount Applied: $1,960,000
file:///Sll msil/Agreements-µFP's/SMART/Attechmmis/SMARTApplimfim Submitted 82610.hhn (2 of5)8/26/20101:37:12 PM
Resolution No. 2010-166 N.C.S. Page 7
View Print
Date Sent for Release:
Date Released:
Security
No information found.
Part 3: Budget
Project Budget
OTHER (Scopes and Activities not included in Project Budget Totals)
None
SOURCES OF FEDERAL FINANCIAL ASSISTANCE
UZA ID l Accounting Classification FPC i FY SEC Previously Amendment Total
E i Approved AmounO
i 60000 2008 47 03.331 j 00 2010 03 $0 00 $0 00 i $0 00
,— _" � Total Previously Approved
Total Amendment Amount:
Total from all Funding Sources:
v
Alternative Fuel Codes
Extended Budget Descriptions
%08.80 i PROFESSIONAL SERVICES
file'/YSIrYhnsit/.4geanent9-RFP's/SMART/Attachmmt0SMART Appimfim Submitted 62610.hhn Q of5)8/2620101:57:12 PM
$1,960,000.00 $2,450,000.00
Resolution No. 2010-166 N.C.S. Page 8
vie. Nut
_ ...... ._
TIP ID S0N070025
Perform technical studies and environmental analysis for the Sonoma-Marin Area Rail Transit (SMART) corridor project, and develop a
corridor implementation strategy to address delivery issues related to multiple sources of funding.
A map of the service is attached.
This project wills serve the San Francisco, Santa Rosa, and Petaluma UZAs.
cnanges since the Prior t3uaget
Unable to find change amount information.
Part 4. Milestones
140-80 NEW START 0 $1,960,000 $2,450,000
Milestone Description Est. Comp. Date
1 Begin development of corridor Jul 01, 2010
2 Complete corridor impiementati Jun 30 2011
This grant includes work required to prepare a 'Corridor Implementation Strategy, t �
to address issues related to segregating portions of the work according to
funding requirements from a number of sources.
3 1 Complete technical studies Jun 30 2012
This grant will also partially fund technical work related to enivronmental analysis�����
and other technical studies for a federally -funded portion of the project.
Completing all NEPA requirements are beyond the scope of this grant.
Part 5. Environmental Findings
140880 PROFESSIONAL SERVICES 0 $1,960,000 $2,450,000
Finding No. 1 - Class II(c)
001 - Engineen ng/Design/P Ian n I ng/Tech. Studies
Activities which do not involve or lead directly to construction, such as planning and technical studies, projects for training and
research programs; planning activities eligible for assistance listed in 23 U.S.C. 134, 135, and 307(c); planning activities related to
approval of a unified work program and any findings required in the planning process pursuant to 23 C.F.R. Part 460, activities for
state planning and research programs pursuant to 23 C.F.R. Part 420, engineering to define the elements of a proposed action or
alternatives so that social, economic, and environmental effects can be assessed.ln\n
Part 6: Fleet Status
Fixed Route
Change: After
Active Fleet #
APeak Requirement 0..
file:///Sl/'rmnsit/Agreements-RNR'&/SMART/Ahechmmh/SMARTApplimfim Submitted 62610.hem (4 of5)&/Mt2010 1:57:12 PM
Resolution No. 2010-166 N.C.S. Page 9
View Print
B. Spares ° 0 0 0
�C Total (A+B) E _ 0
D. Spare Ratio (BiA) 0.00%1 0 00°/ 0 00%6
It.
Inactive Inactwe Fleet
�-- (
R A. Other Og 0 0
0
B. PendingDisposal
r
posal 0 0
III )Total (1 C and II:C) j 0 0 01,
Part 7. FTA Comments
Part 8: Results of Reviews
The reviewer did not find any errors_
file:///Sjlnnsil/Apfeemenls- RFP's/SMART/Attadlmenls/SMARTAppliwtion SuhminM 62610.h= (5 of5)W2620101:5]:12 PM
Resolution No. 2010-166 N.C.S. Page 10
APPENDIX B
GENERAL PROVISIONS
General: Subgrantee shall comply with any and all laws, statutes, ordinances, rules,
regulations or requirements of the federal, state or local government, and any agency thereof,
which relate to or in any manner affect the performance of this Agreement. 49 CFR Part 18,
"Uniform Administrative Requirements for Grants and Cooperative Agreements to State and
Local Governments," Circular 4220.1 F of the Federal Transit Administration (FTA), and the
PETALUMA/FTA Grant Agreement executed , 20 , with referenced
Certifications and Assurances, attached hereto as Appendix C (collectively, "Grant Terms
and Conditions"), are each incorporated herein by reference as though set forth in full, and
shall govern this Agreement except as otherwise provided herein. Those requirements
imposed upon PETALUMA as "grantee" or "recipient" are hereby imposed upon
Subgrantee, and those rights reserved by DOT, FTA or other agencies of the Federal
Government are hereby reserved by PETALUMA.
2. Accomplishment of the Project: Subgrantee shall accomplish this Project in a timely and
satisfactory manner, in conformance with the work program and Project Budget contained in
Appendix A hereto, and in compliance with the terms and conditions contained herein.
Subgrantee may accomplish all or any portion of the Project by procurement through
Subcontractors in accordance with 49 CFR Part 18 and FTA Circular 4220.1 F. Subgrantee
shall furnish PETALUMA with copies of any subcontract to this Agreement or amendments
thereto, in amounts exceeding One Hundred Thousand Dollars ($100,000).
3. Financial Management
a. Accounts: In conducting accounting activities, Subgrantee shall comply with provisions
contained in 49 CFR Part 18.
b. Funds: Subgrantee agrees to provide the local match of Four Hundred Ninety Thousand
Dollars ($490,000) for the Project, immediately upon award of the Grant, and in no event
later than Subgrantee's first request for reimbursement for Project services and expenses.
c. Allowable Costs: Subject to the Grant Terms and Conditions, PETALUMA shall
reimburse Subgrantee for those services and expenses required to perform the work in
accordance with the Project budget as described in Appendix A. Reimbursement shall be
in accordance with the cost principles.set forth in Office of Management and Budget
("OMB") Circular A-87, Revised, "Cost Principles Applicable to Grants and Contracts
with State and Local Governments."
d. Record Retention: Subgrantee shall retain intact and accessible all data, documents,
reports, records, contracts and supporting materials relating to the Project ("Records")
during the course of the Project and for three years after the date of final payment by
FTA to PETALUMA under the PETALUMA/FTA Grant Agreement or the date of final
completion of the Project, whichever occurs later. If any litigation, claim, negotiation,
Resolution No. 2010-166 N.C.S. Page 1 I
audit or other action related to the Project is started before the end of said three-year
period, Subgrantee shall retain Records for three years after completion and resolution of
the action and all issues related to it.
Access to Records: Upon request, Subgrantee agrees to permit authorized representatives
of the Federal Transportation Agency, the Comptroller General of the United States, and
the City of Petaluma to inspect all Project work, materials, payrolls, and other data, or
other books, records, and accounts of Subgrantee pertaining to the Project, beginning
with execution of this Agreement and extending to three years from final payment by
FTA to PETALUMA under the PETALUMA/FTA Grant Agreement. In addition,
Subgrantee shall provide copies of all source documents required to verify compliance
with the requirements of this Agreement, including but not limited to, approved cost
allocation plans, written progress reports, job cost ledgers, and time records. Subgrantee
shall maintain all records related to the Project and its costs for three years from the date
of final payment by the FT A to PETALUMA under the PETALUMA /FTA Grant
Agreement or the date of final completion of the Project, whichever is later. Furthermore,
Subgrantee shall require each of its contractors and subcontractors to allow
representatives of the FTA, the State, and PETALUMA to have access to all books,
records, and documents relative to all costs and performance under the Agreement for the
purpose of auditing, inspecting, and copying such books, records, and documents
beginning with the execution of the contract or subcontract and extending for three years
after final payment under the Agreement. The contractors and subcontractors shall be
required to maintain all records related to contract or subcontract costs and performance
for three years following final payment to them under the contract or subcontract.
f. Audit: Subgrantee will provide thorough and complete accounting for all funds expended
in the performance of this work, to the extent that such funds are provided by
PETALUMA, consistent with 49 Code of Federal Regulations, Part 18.37(b). Subgrantee
shall be responsible for meeting audit requirements of the Single Audit Act Amendments
of 1996, 31 U.S.C. §§ 7501 et. seq., in accordance with OMB Circular A-133, "Audits of
States, Local Governments, and Non -Profit Organizations," and any revision or
supplement thereto. Subgrantee shall annually submit to PETALUMA one copy of its
audit completed in accordance with the above -described single audit requirements within
thirty (30) days after completion of the audit, but not later than one (1) year after the end
of the audit period.
4. Project Reporting
a. Timingof Reports: The quarterly reporting periods shall end December 31, March 31,
June 30 and September 30. Subgrantee reports, including Narrative Progress Reports and
Financial Reports, are due to PETALUMA fifteen (15) days after the end of the quarterly
reporting period to allow PETALUMA sufficient processing time. Milestone/progress
reports are due to FTA within thirty (30) days after the end of each calendar quarter (i.e.,
by January 30, April 30, July 30, and October 30). Subgrantee agrees to comply with the
project management principles in the PETALUMA/FTA Grant Agreement, amendments
thereto, and any other regulations and circulars that may be applicable.
Resolution No. 2010-166 N.C.S. Page 12
b. Administration. Subgrantee shall appoint a Project Manager who shall see that Project
accounts are maintained subject to FTA regulations and PETALUMA approval, prepare
progress reports as required by the FTA, and administer the Project.
c. Content of Reports:
(1) Narrative Progress Report: Subgrantee shall prepare a narrative progress report
covering accomplishments during the quarterly reporting period. These periodic
reports shall contain a narrative description of the following information:
specification preparation: bid solicitation; resolution of any protests; any contract
awards; work completed during the period; tasks expected to be performed during the
next period; and explanations of problems or delays encountered or anticipated.
(2) Financial Report: Subgrantee shall prepare a financial report covering the same
reporting periods specified above. These reports shall include, but not be limited to, a
balance sheet and a Project expenditure statement by line item code.
5. Requisitions: Subgrantee shall prepare requisitions for reimbursement for services
performed and/or expenses incurred under this Agreement, and shall segregate costs by
activity pursuant to the Project Budget contained in the Grant Application (Appendix A). In
addition, each invoice shall have sufficient documentation to show grant, local match, and in -
kind amounts, as applicable. Such requisitions shall be signed by Subgrantee's Chief
Financial Officer, or equivalent, or a designated representative thereof. Subgrantee shall
maintain records of payroll distribution, receipted bills, and such other documentation as may
be reasonably required by PETALUMA. Requisitions shall be accompanied by supporting
documentation. If a requisition includes payment for work performed under subcontract,
copies of the Subgrantee invoices and proof of payment shall be enclosed. The number of
requisitions submitted by Subgrantee to PETALUMA shall be limited to the least number of
requisitions possible, and in no event shall be submitted more frequently than quarterly.
6. Payment: PETALUMA shall make payments to Subgrantee as expeditiously as possible,
following the approval of requisitions and the subsequent receipt of funds from FTA.
a. Subgrantee acknowledges that if any portion of any grant under the PETALUMA/FTA
Grant Agreement is not funded by FTA, or if the Grant is deobligated or terminated by
FTA, PETALUMA is not obligated to provide such funds to Subgrantee and is not liable
to Subgrantee in any way for such funding. Subgrantee acknowledges that PETALUMA
will seek reimbursement from FTA after making payments to Subgrantee under this
Agreement. Subgrantee further agrees promptly to fully refund to PETALUMA any
payments under this Agreement that are subsequently disallowed by FT A or determined
by any audit to be unallowable, whether or not the Grant has been deobligated or
terminated.
b. Subgrantee agrees that only actual, allowable, necessary and reasonable costs are
reimbursable and that all Project costs invoiced to PETALUMA shall comply with the
Resolution No. 2010-166 N.C.S. Page 13
PETALUMA/FTA Grant Agreement scope, terms and conditions. Subgrantee agrees to
comply with Title 2 Code of Federal Regulations Part 225 (formerly Office of
Management and Budget (OMB) Circular A-87), Cost Principles for State and Local
Government, and 49 CFR Part 18 Uniform Administrative Requirements for Grants and
Cooperative Agreements to State and Local Governments, and to require all of its
commercial third party contractors to comply with the cost principles of Title 48 Code of
Federal Regulations Part 31.
7. Project Property: Subgrantee agrees to comply with the property management standards of
49 CFR Sections 18.31-18.34 and any requirements contained in the form of FTA Master
Agreement, located at http://www.fta.dot.gov/documents/12-Master.doc, relating to property
management.
Changes: From time to time, circumstances or conditions may require changes to this
Agreement. Changes which are mutually agreed upon between Subgrantee and PETALUMA
shall be incorporated in written amendments to this Agreement.
9. Termination: Subgrantee agrees that PETALUMA may terminate this Agreement for cause
if Subgrantee is in default of any provision. Termination shall be effected by serving a thirty
(30) day written notice of termination on Subgrantee setting forth the manner in which
Subgrantee is in default. In the event that PETALUMA determines, in its sole discretion,
that the alleged default is susceptible to and appropriate for cure, said notice shall specify the
manner in which the alleged default may be cured. If Subgrantee does not cure a default
deemed by PETALUMA to be curable as evidenced in the termination notice, within thirty
(30) days of the receipt of the notice, or commence to cure within the thirty (30) day period
and thereafter diligently prosecute the cure to completion to the satisfaction of PETALUMA,
PETALUMA may in its sole discretion terminate this Agreement. If the. Agreement is
terminated, Subgrantee will be reimbursed for work performed in accordance with the
Agreement prior to termination, provided that PETALUMA has received Grant funds
therefor and Subgrantee has not previously been reimbursed for such costs, and PETALUMA
shall have no further obligation to Subgrantee under this Agreement.
10. Indemnification: To the maximum extent permitted by law, Subgrantee shall, at its own
expense, indemnify, defend with counsel acceptable to PETALUMA (which acceptance will
not be unreasonably withheld), and hold harmless PETALUMA and its officers, officials,
employees, agents and volunteers ("Indemnitees") from and against any and all liability, loss,
damage, claims, suits, actions, arbitration proceedings, regulatory proceedings, civil penalties
and fines, expenses and costs (including, without limitation, claims expenses, attorneys' fees
and costs and fees of litigation) (collectively, "Liability") of every nature, whether actual,
alleged or threatened, arising out of or in any connection with the FTA Pass -Through
Agreement or Subgrantee's failure to comply with any of the terms of the Agreement,
regardless of any fault or alleged fault of the Indemnitees.
Subgrantee's obligation to indemnify, defend and hold harmless under this provision shall
not be excused because of Subgrantee's inability to evaluate Liability, or because Subgrantee
evaluates Liability and determines that Subgrantee is not or may not be liable. Subgrantee
Resolution No. 2010-166 N.C.S. Page 14
must respond within thirty (30) calendar days to any tender for defense and indemnity by
PETALUMA, unless the time for responding has been extended by an authorized
representative of PETALUMA in writing. If Subgrantee fails to accept tender of defense and
indemnity within thirty (30) calendar days, in addition to any other remedies authorized by
law, so much of the money due or that may become due to Subgrantee under this Agreement
as shall reasonably be considered necessary by PETALUMA, may be retained by
PETALUMA until disposition has been made of the matter subject to tender, or until
Subgrantee accepts the tender, whichever occurs first. In the event that PETALUMA must
file responsive documents in a matter tendered to Subgrantee prior to Subgrantee's
acceptance of tender, Subgrantee agrees to fully reimburse all costs, including but not limited
to attorneys' fees and costs and fees of litigation, incurred by PETALUMA in filing such
responsive documents.
Subgrantee waives any and all rights to express or implied indemnity against the Indemnitees
concerning any Liability of the Subgrantee arising out of or in connection with the FTA Pass -
Through Agreement or Subgrantee's failure to comply with any of the terms of the
Agreement.
Notwithstanding the foregoing, to the extent this Agreement is a "construction contract" as
defined by California Civil Code Section 2783, as may be amended from time to time,
Subgrantee's duty to indemnify under this provision shall not apply when to do so would be
prohibited by California Civil code Section 2782, as may be amended from time to time.
Notwithstanding the foregoing, to the extent that Subgrantee renders design professional
services subject to California Civil Code Section 2782.8, as may be amended from time to
time, Subgrantee's duty to indemnify shall only be to the maximum extent permitted by
California Civil Code Section 2782.8.
Resolution No, 2010-166 N.C.S. Page 15
APPENDIX C
PETAL UMANTA GRANT AGREEMENT
View Print Page 1 of 2.
DOT FTA
U.S. Department of Transportation Federal Transit Administration
Part 9: Agreement
UNITEDISTATES OF AMERICA
DEPARTMENT OF TRANSPORTATION.
FEDERAL TRANSIT ADMINISTRATION
GRANT AGREEMENT
(FTA G-16, October 1, 2009)
On the date the authorized U.S. Department of Transportation, Federal Transit Administration (FTA) official's
electronic signature is entered?for this Grant Agreement, FTA has Awarded Federal assistance:in support of the
Project described below. Upon Execution of this.GrantAgreement by the Grantee named below, the Grantee
affirms this FTA. Award, and enters into this Grant Agreement with FTA: The following documents are
incorporated by reference and', made part of this Grant Agreement:
(1) "Federal Transit Administration Master Agreement," FTA MA(16); October 1, 2009,
http://www.fta.dot.gov/do.cuments/16-Master.pdf
(2) The Certifications and. Assurances applicable to the Project that the Grantee:.has selected and provided to
FTA, and
(3) Any Award notification containing special conditions 3r requirements, if issued.
FTA OR THE FEDERAL GOVERNMENT MAY WITHDRAW ITS OBLIGATION TO PROVIDE FEDERAL
ASSISTANCE IF THE GRANTEE DOES NOT EXECUTE THIS GRANT AGREEMENT WITHIN 90 DAYS
FOLLOWING THE DATE OF THIS FTA AWARD SET FORTH HEREIN.
FTA AWARD
FTA hereby awards a Federal grant as follows:
Proiect No: CA-03-0813-00
Grantee: PETALUMA,`CITY'OF
Citation of5tatute(s) Authorizing Project 49 USC 5309 - New Starts
Estimated Total EligibleCost (in U S Dollars $2,450,000
Maximum FTA Amount Awarded [including All Amendrnentsj (n U.S DollarsZ $1,960.000
Amount of This FTA Award in U.S. Dollars)_ $1,960,000
Maximum Percentage(s) of FTA Participation
Percentages of Federal participation are based on amounts included in the Approved Project Budget, modified as
set forth in the text following the Project Description.
US. Department of Labor Certification of Public Transportation Employee Protective Arrangements,
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Resolution No. 2010-166 N.C.S. Page 16
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Original Project Certification Date:
Project Descri tP ion:
SMART PE &EIS
Page 2 of 2
The Project Description includes information describing the Project within the Project Application submitted to
FTA, and the Approved Project, Budget, modified by any additional statements displayed in this Grant Agreement,
..and, to the extent FTA concurs, statements in other documents including Attachments entered into TEAM -Web.
Special Provision. Text. Messaging While Driving.
In accordance with Executive Order No. 13513,Federal Leadership on Reducing Text Messaging WhileDriving,
October 1, 2009, 23 O.S.C.A. § 402 note, and DOT Order 3902,10, Text Messaging While December 30, 2009,
the Grantee is encouraged to comply with the terms of the following Special Provision.
a. Definitions. As used in this Special Provision:
(1) "Driving" means operating a motor vehicle ona roadway, including while temporarilystationary because of
traffic, a traffic light, stop sign, or otherwise. "Driving" does not include being in yourrvehicle (with or without the
motor running) in a location off the roadway where it issafeand legatto remain stationary.
(2) "Text Messaging" means reading from or entering data into any handheld or other electronic device, including
for the purpose of short message service texting, e-mailing, instant messaging, obtaining navigational information;
or engaging in any other form of electronic data retrieval or electronic data communication. The term does not
include the use of a cell phone or other electronic device for the limited purpose of entering a telephone number
to make an outgoing call or answeranincoming call, unless the practice is prohibited by State or local law.
b. Safety. The Grantee is encouraged to:
(1) Adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers including
policies to ban text messaging while dnving-
(a)`Grantee-owned or Grantee -rented vehicles or Government -owned, leased or rented vehicles;
(b) Privately -owned vehicles when on official Project related business or when performing any work for or on
behalf of the Project; or
(c) Any vehicle, on or off duty, and using an employer supplied electronic device.
(2) Conduct workplace safety initiatives in a manner commensurate with the'Grantee's size, such as:
(a) Establishment of new rules and programs ogre -evaluation of existing programs to prohibit text messaging
while driving; and
(b) Education, awareness, and other outreach to employees about'the safety risks associated with texting while
driving.
(3) Include this Special Provision in its subagreements with its :subreciplents and third party.contracts and also
encourage its subrecipients, lessees, and third party contractors to comply with the terms of this Special
Provision, and include this Special Condition in each subagreement, lease, and third party contract at each tier
financed with Federal assistance provided by the Federal Government.
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Resolution No. 2010-166 N.C.S. Page 17
1498915.2
APPENDIX D
PROPOSED BUDGET
PROJECT BUDGET
Source of Funds
Federal Grant $1,960,000
Local Match* 490,000
Total $2,450,000
*Local match funds will be provided by Subgrantee
Uses of Funds
Resolution No. 2010-166 N.C.S.
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