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HomeMy WebLinkAboutStaff Report 4.D 09/12/2016Agenda Item #4.D DATE: September 12, 2016 TO: Honorable Mayor and Members of the City Council through City Manager FROM: D n ASCE — Director, Public Works & Utilities Cui 's M. ates, P.E., City Engineer SUBJECT: Resolution Awarding a Professional Service Agreement to DKS Associates for Design Services for the Phase II Transit Signal Priority and Transportation Funding for Clean Air Traffic Signal Timing Coordination Projects RECOMMENDATION It is recommended that the City Council adopt the attached Resolution Awarding a Professional Service Agreement to DKS Associates for Design Services for the Phase II Transit Signal Priority and Transportation Funding for Clean Air Traffic Signal Timing Coordination Projects. BACKGROUND Traffic signal control and detection technology allows vehicles equipped with compatible transmitting equipment to "pre -empt" or get "priority" treatment at signalized intersections and thus reduce delays to those vehicles caused by traffic signals. The technology has been widely adopted nationally by first responder agencies including Petaluma Fire Department and is now becoming common in transit operations. The technology exists in modern signal control equipment to provide two levels of preferential treatment to vehicles with the properly coded emitter equipment: high - priority pre - emption appropriate for Petaluma Fire and other first- responders, and a low -level "priority" system, termed as Transit Signal Priority (TSP) system suitable for transit operators. The high - priority "pre- emption" works as follows: an approaching fire vehicle's infrared TSP emitter communicates with a signal detector at an intersection as it grows near. The detector at the masthead of the traffic signal detects the emergency vehicle, and signals its controller card to provide a green light immediately to the approaching vehicle, even if it means truncating the green light for the side street. As the emergency vehicle passes through, the controller then returns to normal cycle within the next phase, and operates normally thereafter. A low- priority TSP does not immediately "truncate" a green light that may be on for the side streets. Instead, the detector identifies the approaching infrared signal as that of a lower- priority transit bus and does one of two things. If the green phase is ON for the approaching bus, the controller card will add 10 seconds of green phase time if needed to allow the bus to pass through the intersection before the light turns to yellow /red. Alternatively, if the bus's emitter is detected during a red light phase, the bus will have to stop, but the controller will automatically reduce the length of the red light phase by 10 seconds thus shortening the bus's wait time. These TSP signal- timing adjustments are subtle and the general public rarely notices the changes. Increasingly, public transit agencies implement TSP to help transit routes stay on time and avoid costly elongation of route running times. Petaluma Transit operating funds are limited because much of Petaluma's Transit Development Act funding is a "pass- through" to fund Golden Gate Transit and Sonoma County Transit regional services. In the Bay Area, several of the planned and active Bus Rapid Transit projects, along with entire local fixed route services like the Emery -Go -Round in Emeryville utilize low - level TSP. Case studies show that TSP can reduce bus travel time by 5 to 10 percent, which would save Petaluma Transit one to three minutes per half hour loop. While the time - savings may appear minor, it is the difference between comfortable and reliable operations with adequate recovery time and successful passenger transfers, and a poorly operating system and passenger delay. Phase I of the Transit Signal Priority Pilot Project was approved by Council on September 21, 2015 for McDowell Boulevard and implemented in June 2016. The project upgraded traffic signal infrastructure and software systems to be compatible with the new TSP system. The Petaluma City Council approved the Phase II Transit Signal Priority project as part of the FYI 6/17 budget. City Transit and Traffic Engineering and Operations staff, along with the Petaluma Fire Department, have been observing the performance of the pilot project since implementation. The initial results have shown that transit route times have improved without adversely affecting traffic flow and operations or emergency response vehicles at the upgraded traffic signals. DISCUSSION The East Washington Street corridor was last retimed in 2012. Since that time, traffic volumes have increased, particularly during peak commute hours. Additionally, Caltrans recently completed construction on the Old Redwood Highway /US 101 corridor. It is common practice to coordinate timing on traffic signals that are relatively close to each other, particularly after major roadway construction and reconfiguration. To meet that need, the City was awarded a grant in the amount of $100,000 from the Sonoma County Transportation Authority (SCTA) for the traffic signal timing project that will coordinate signal timing on East Washington Street between McDowell Blvd. and Kentucky St. as well as on Old Redwood Highway between Stony Point Rd. and Redwood Way. The funding agreement, executed on September 8, 2015, is included as Attachment 5. The proposed professional services agreement will combine design and implementation of both the Phase II Transit Signal Priority Capital project and the Traffic Signal Timing grant project into one project to maximize the effectiveness of the East Washington Street segment and coordinate consultant design efforts thereby reducing expense and project delay. DKS Associates was selected as the consultant for this combined project because of their recent work on the Phase I TSP Pilot Project and previous work with the City of Petaluma on signal timing coordination projects including Sonoma Mountain Parkway, Lakeville Highway, and North McDowell Boulevard. DKS is familiar with the City's transit priority and traffic signal infrastructure software systems. 2 Staff has developed the Phase II TSP pilot project with sensitivity towards potential traffic impacts. The Phase II corridors are along East Washington Street from the US 101 interchange to Kentucky Street and on D Street from Lakeville Street to Petaluma Boulevard South. Based on positive results from the Phase I TSP pilot project, the Phase II project is expected to reduce transit bus travel time, with minimal impacts on traffic, and with no impacts on the "pre- emption" function utilized by Petaluma Fire. The Phase II TSP project will involve replacing the City's aging TSP detection equipment in the subject corridors and upgrading all signal controller equipment at each intersection. Because many of the controllers and detectors around the community are reaching their useful lives, the project will provide great benefit by upgrading key equipment. Subject to Council approval, DKS Associates will begin design work on both projects in early fall of 2016, and prepare the procurement and construction documentation. It is anticipated the projects will be bid, equipment will be installed, and new coordinated signal timing will be implemented in FY 16/17. The Transit Advisory Committee supports the Phase II Transit Signal Priority project and recommends the project be implemented. The proposed action meets Council Goal: "Plan for and implement priority capital projects as funding permits ". FINANCIAL IMPACTS The Phase II TSP project was approved by the City Council in the FY 16/17 budget as project C65501604 with a total project cost of $168,000. The City of Petaluma executed the attached funding agreement dated September 8, 2015 with the SCTA for the traffic signal coordination - timing project with a project cost of $100,000. The proposed PSA fees will be allocated as follows: $47,455 for the Phase II TSP Capital project and $52,420 for the traffic signal timing coordination grant project for a total of $99,875. The Traffic Signal Timing Coordination Project budget will be updated in conjunction with the first quarter budget adjustments. ATTACHMENTS 1. Resolution 2. DKS Associates Professional Services Agreement and proposals 3. September 8, 2015 Funding Agreement between SCTA and City of Petaluma 3 Attachment 1 RESOLUTION AWARDING A PROFESSIONAL SERVICE AGREEMENT TO DKS ASSOCIATES FOR DESIGN SERVICES FOR THE PHASE II TRANSIT SIGNAL PRIORITY AND TRANSPORTATION FUNDING FOR CLEAN AIR TRAFFIC SIGNAL TIMING COORDINATION PROJECTS WHEREAS, the Metropolitan Transportation Commission (MTC), the Bay Area's Metropolitan Planning Organization, the Sonoma County Transportation Authority (SCTA), and the Bay Area Air Quality Management District (BAAQMD) have established funding emphasis on projects that optimize the efficiency of existing infrastructure, such as freeway and arterial signal coordination projects, and projects that maximize limited transit operating funding such as Transit Signal Priority; and WHEREAS, Petaluma's Phase II Transit Signal Priority Project is a project that meets MTC's emphasis on maximizing the effectiveness of existing transportation infrastructure, and, has the dual benefit of the establishment of low- priority signal preference for Petaluma Transit fixed route buses, while upgrading and replacing vital TSP signal hardware utilized by the Petaluma Fire Department and the City's Traffic Engineering Division; and WHEREAS, Petaluma's Traffic Signal Timing Coordination Project is a project that meets the SCTA's and BAAQMD's emphasis on maximizing the effectiveness of existing transportation infrastructure to reduce vehicle emissions and fuel consumption; and WHEREAS, the Petaluma City Council has previously approved Capital Project Number C65501604 in the FY 16/17 City budget and Petaluma Transit Phase II TSP Project will utilize City Traffic Impact Fees (deemed eligible and included in the list of eligible projects) and MTC's Transit Performance Incentive funds; and WHEREAS, the City of Petaluma was awarded a grant from, and entered into a funding agreement with, the Sonoma County Transportation Authority on September 8, 2015 to coordinate traffic signal timing on the East Washington Street and Old Redwood Highway corridors; and WHEREAS, DKS Associates successfully designed and implemented the Transit Signal Priority Pilot Project (Phase I), and has designed and implemented several previous traffic signal timing coordination projects in Petaluma, and is familiar with Petaluma's traffic signal infrastructure and software operating systems. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Petaluma hereby approves the award of the professional services agreement for the Phase II Petaluma Transit Signal Priority Pilot Corridor project and the Transportation Funding for Clean Air (TFCA) traffic signal coordination timing project to DKS Associates for design and construction implementation support activities in a not -to- exceed amount of $99,875 and authorizes and directs the City Manager to execute the project contract on behalf of the City of Petaluma. M Attachment 2 PROFESSIONAL SERVICES AGREEMENT Phase II Transit Signal Priority and Traffic Signal Timing Coordination Project (Title of Project) FY 16/17 Fund # Cost Center Object Code Project# Amount $52,420 For multi -year contracts or contracts with multiple accounts: FY 16/17 Fund # Cost Center Object Code Project # C65501604 Amount $47,455 FY Fund # Cost Center Object Code Project # Amount $ FY Fund # Cost Center Object Code Project # Amount $ FY Fund # Cost Center Object Code Project # Amount $ FY Fund # Cost Center Object Code Project # Amount $ THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement ") is entered into and effective as of , 20 ( "Effective Date "), by and between the City of Petaluma, a city use on y municipal corporation and a charter city ( "City ") and DKS Associates, a consultant ( "Consultant ") (collectively, the "Patties "). WHEREAS, the Parties enter into this Agreement for the purpose of Consultant providing professional services to City under the terms and conditions set forth herein. THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Parties agree as follows: 1. Services. Consultant shall provide the services as described in and in accordance with the schedule set forth in Exhibit "A" attached hereto and incorporated herein ( "Services "). 2. Compensation; Business Tax Certificate. A. For the full performance of the Services as described herein, City shall compensate Consultant in accordance with the rates specified in Exhibit A. B. Consultant shall submit detailed monthly invoices reflecting all services performed during the preceding month, and including a revised schedule for performance and additional documentation requested by City, as applicable. C. Consultant shall be compensated for services in addition to those described in Exhibit A, only if Consultant and City execute a written amendment to this Agreement describing the additional services to be performed and the compensation to be paid for such services. In no case shall the total compensation under this Agreement exceed $99,875 without prior written authorization of the City Manager. Further, no compensation for a section or work program component attached with a specific budget shall be exceeded without prior written authorization of the City Manager. D. Notwithstanding any provision herein, Consultant shall not be paid any compensation until such time as Consultant has on file with the City Finance PROFESSIONAL SERVICES AGREEMENT — PREVAILING WAGES 5 (1037730) Auaust2015 Department a current W -9 form available from the IRS website (www.irs.goy) and has obtained a currently valid Petaluma business tax certificate. E. City's obligation to pay compensation to Consultant as provided herein is contingent upon Consultant's performance of the Services pursuant to the terns and conditions of this Agreement and any amendments thereto. 3. Term. The term of this Agreement commences on the Effective Date, and terminates on 06/30/2017, unless sooner terminated in accordance with Section 4. Upon termination, any and all of City's documents or materials provided to Consultant and any and all of the documents or materials prepared for City or relating to the performance of the Services, shall be delivered to the City as soon as possible, but not later than fourteen (14) days after termination of the Agreement. 4. Termination. City may terminate this Agreement without cause upon ten (10) days' written notice. City may immediately terminate or suspend this Agreement for cause. Cause for immediate termination or suspension shall include, but not be limited to, any breach of this Agreement by Consultant or Consultant's bankruptcy or insolvency. Upon receipt of notice of termination or suspension for cause, Consultant shall immediately stop all work in progress under this Agreement. In the event of early termination of this Agreement by City, Consultant shall be entitled to payment for all Services performed to the date of termination to the extent such Services were performed to the satisfaction of City in accordance with the terns and conditions of this Agreement. If City terminates this Agreement for cause, Consultant shall be liable to City for any excess cost City incurs for completion of the Services, 5. Consultant's Representation; Independent Contractor. Consultant represents that Consultant possesses distinct professional skills in performing the Services. City has relied upon said representation as a material inducement to enter into this Agreement. Consultant shall, therefore, provide properly skilled professional and technical personnel to perform all Services under this Agreement. It is expressly understood that Consultant and its agents and employees, shall act in an independent capacity and as an independent contractor and not as officers, employees or agents of City. This Agreement shall not be construed as an agreement for employment. 6. Facilities and Equipment. Consultant shall, at its sole cost and expense, furnish all facilities and equipment that may be required for furnishing Services pursuant to this Agreement. City shall furnish to Consultant no facilities or equipment, unless the City otherwise agrees in writing to provide the same. 7. Licenses, Permits, Etc. Consultant shall, at Consultant's sole cost and expense, keep in effect at all times during the tern of this Agreement any licenses, permits or other such approvals which are legally required for performing the Services. PROFESSIONAL SERVICES AGREEMENT— PREVAILING WAGES 6 (1037730) Aupzust2015 8. Time. Consultant shall devote such time to the performance of the Services as may be reasonably necessary for satisfactory performance of Consultant's obligations pursuant to this Agreement. 9. Inspection. Consultant shall provide the City every reasonable opportunity to ascertain that the Services are being performed in accordance with the requirements and intentions of this Agreement. All work done and materials famished, if any, shall be subject to inspection and approval by the City. The inspection of such work shall not relieve Consultant of any of its obligations pursuant to this Agreement. 10. Progress Reports. Upon the City's request, Consultant shall provide, in a form acceptable to City, written progress reports of all oral and written observations, opinions, recoinlnendations, analyses, progress and conclusions related to Consultant's performance of the Services. 11. Confidentiality. In the course of Consultant's employment, Consultant may have access to trade secrets and confidential information, disclosure of which is protected or limited by law. Consultant shall not directly or indirectly disclose or use any such confidential information, except as required for the performance of the Services. 12. Conflict of Interest. Consultant represents that it presently has no interest, and covenants that it shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services hereunder. Consultant further covenants that, in the performance of this Agreement, it shall not employ any subcontractor or person having such a conflict of interest. Consultant represents that no one who has or will have any financial interest under the Agreement is an officer or employee of City. If such conflict of interest arises during this Agreement or any extension, Consultant will immediately advise City and City may, at its sole discretion, immediately terminate this Agreement. Certain Consultants are subject to the requirements, including the disclosure and reporting requirements, of the City's Conflict of Interest Code adopted pursuant to the Political Reforrn Act, Such Consultants subject to the City's Conflict of Interest Code include those whose work may involve; making government decisions regarding approval or adoption of rates, mules, or regulations, action on permits or other applications, authorization to enter into or modify contracts, or approval of plans, designs, reports, or studies. Consultant agrees to comply fully with all such requirements to the extent they apply to Consultant's performance of the Services. 13, Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. 14. Standard of Performance. Consultant shall perform all the Services in a manner consistent with the standards of Consultant's profession. All instruments of service of whatsoever nature, which Consultant delivers to City pursuant to this Agreement, shall be prepared in a substantial, worlananlike manner and conform to the standards of 3 PROFESSIONAL SERVICES AGREEMENT — PREVAILING WAGES % (1037730) August 2015 Consultant's profession. All such instruments of service shall become the sole and exclusive property of City upon delivery of the same, 15, Assignment /Transfer. No assignment or transfer in whole or in part of this Agreement shall be made without the prior written consent of City, 16. Subcontractors. Consultant shall directly perform all Services, and shall not subcontract any portion of performance of the Services without the prior written consent of City. Any such subcontractors shall be required to comply, to the full extent applicable, with the terms and conditions of this Agreement, including but not limited to, procuring and maintaining insurance coverage as required herein and which shall name City as an additional insured. 17. Compliance With All Laws. Consultant shall fully comply with all applicable local, state and federal rules, laws, regulations and ordinances pertaining to the performance of the Services required hereunder, including but not limited to, the California Building Standards Code as in effect in the City, the Americans with Disabilities Act, and any laws and regulations related to any copyright, patent, trademark or other intellectual property right involved in performance of the Services. Consultant's failure to comply with any law(s) or regulation(s) applicable to the performance of the Services hereunder shall constitute a material breach of this Agreement. To the extent that any other government agency or entity provides compensation for any Services, Consultant shall comply with all rules and regulations applicable to such fiscal assistance. 18. Prevailing Wages. This Agreement is subject to the requirements of the California Prevailing Wage Law, California Labor Code Section 1720 et seq., and the Services as described in Exhibit A will be performed in accordance with all applicable requirements of the California Prevailing Wage Law, including, but not limited to, all applicable requirements contained in Exhibit B, which is attached to and made a part of this Agreement. 19, Living Wage Ordinance. Without limiting the foregoing Section 17, Consultant shall comply fully with all applicable requirements of Petaluma Municipal Code, Chapter 8.36, Living Wage (the "Living Wage Ordinance "), as the same may be amended fiom time to time. Upon the City's request Consultant shall promptly provide to the City documents and information verifying Consultant's compliance with the requirements of the Living Wage Ordinance, and shall within fifteen (15) calendar days of the Effective Date of this Agreement, notify each of its affected employees as to the amount of wages and time off that are required to be provided to them pursuant to the Living Wage Ordinance. The Acknowledgement and Certification Pursuant to City of Petaluma Living Wage Ordinance, attached to this Agreement at Exhibit C, shall be a part of this Agreement for all purposes, and Consultants that are subject to Living Wage Ordinance requirements, as determined by the City, must provide a properly completed Exhibit C in accordance with the requirements of the Living Wage Ordinance. Consultant's noncompliance with the applicable requirements of the Living Wage Ordinance shall constitute cause for City's termination of this Agreement pursuant to Section 4 hereof. 4 PROFESSIONAL SERVICES AGREEMENT— PREVAILING WAGES 8 (1037730) August 2015 20. Discrimination. During the performance of this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of race, religion, creed, color, national origin, ancestry, gender, sexual orientation, age or physical or mental disability in violation of any applicable law. 21. Notice. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other Party in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service; or (iv) facsimile transmission, in which case notice shall be deemed delivered upon transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by first -class or certified mail or by overnight delivery, or (b) a transmission report is generated reflecting the accurate transmission thereof Any notice given by facsimile shall be considered to have been received on the next business day if it is received after 5 :00 p.m, recipient's time or on a nonbusiness day. City: City Clerk City of Petaluma Post Office Box 61 Petaluma, California 94953 Phone: (707) 778 -4360 Fax: (707) 778 -4554 Email: cityclerk @ci.petaluma.ca.us And: Curtis M. Bates, Citv Engineer City of Petaluma 11 English Street Petaluma, CA, 94952 Phone: (707) 778 -4311 Fax: ,(707) 7763602 Email: cbates a,ci,petaluma.ca.us Consultant: DKS Associates David Maharna, PE 1970 Broadway Street, Suite 740 Oakland, CA 94612 Phone: (510) 763 -2061 PROFESSIONAL SERVICES AGREEMENT— PREVAILING WAGES 9 (1037730) Must 2015 Fax: (510) 268 -1739 Email: dcm @dksassociates.com 22, Ownership of Documents. All original papers, documents or computer material on disk or microfilm, and copies thereof, produced as a result of this Agreement, shall be the property of City and may not be used by Consultant without the written consent of City, Copies of such documents or papers shall not be disclosed to others without the written consent of the City Manager or his or her designated representative. 23. Indenmification. To the maximum extent permitted by law, Consultant shall, at its own expense, indemnify, defend with counsel acceptable to the City, (which acceptance will not be unreasonably withheld), and hold harmless City and its officers, officials, employees, agents and volunteers ( "Indemnitees ") from and against any and all alleged liability, loss, damage, claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, civil penalties and fines, expenses and costs (including, without limitation, claims expenses, attorney's fees and costs and fees of litigation) (collectively, "Liability ") of every nature, whether actual, alleged or threatened, arising out of or in connection with the Services or Consultant's failure to comply with any of the terms of this Agreement, regardless of any fault or alleged fault of the Indemnitees, The Consultant's obligation to indemnify, defend and hold harmless under this provision shall not be excused because of the Consultant's inability to evaluate Liability, or because the Consultant evaluates Liability and determines that the Consultant is not or may not be liable. The Consultant must respond within 30 calendar days to any tender for defense and indemnity by the City, unless the time for responding has been extended by an authorized representative of the City in writing. If the Consultant fails to accept tender of defense and indemnity within 30 calendar days, in addition to any other remedies authorized by law, so much of the money due or that may become due the Consultant under this Agreement as shall reasonably be considered necessary by the City, may be retained by the City until disposition has been made of the matter subject to tender, or until the Consultant accepts the tender, whichever occurs first. In the event that the City must file responsive documents in a matter tendered to Consultant prior to Consultant's acceptance of tender, Consultant agrees to fully reimburse all costs, including but not limited to attorney's fees and costs and fees of litigation, incurred by the City in filing such responsive documents. The Consultant waives any and all rights to express or implied indemnity against the Indemnitees concerning any Liability of the Consultant arising out of or in connection with the Services or Consultant's failure to comply with any of the terms of this Agreement. The Consultant's responsibility of such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. 6 PROFESSIONAL SERVICES AGREEMENT— PREVAILING WAGES 10 (]0377301 August 2015 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, Consultant'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 the Services include design professional services subject to California Civil Code Section 2782.8, as may be amended from time to tune, Consultant's duty to indemnify shall only be to the maximum extent permitted by California Civil Code Section 2782.8. 24. Insurance. Consultant shall comply with the "Insurance Requirements for Consultants" in Exhibit B -2, attached hereto and incorporated herein by reference. [Indicate attached exhibit, e.g., `B -1, " "B -2, " "B -3 " or "B -4 "] 25. Amendment. This Agreement may be amended only by a written instrument executed by both Parties. 26. Litigation. If litigation ensues which pertains to the subject matter of Consultant's services hereunder, Consultant, upon request from City, agrees to testify therein at a reasonable and customary fee. 27. Construction. This Agreement is the product of negotiation and compromise on the part of both Parties and that the Parties agree that, notwithstanding Civil Code section 1654, any uncertainty in the Agreement shall not be construed against the drafter of the Agreement. 28, Governing Law; Venue. This Agreement shall be enforced and interpreted under the laws of the State of Califoinia and the City of Petaluma. Any action arising from or brought in connection with this Agreement shall be venued in a court of competent jurisdiction in the County of Sonoma, State of California. 29. Non - Waiver. The City's failure to enforce any provision of this Agreement or the waiver thereof in a particular instance shall not be construed as a general waiver of any part of such provision. The provision shall remain in full force and effect. 30. Severability.. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 31. No Third Party Beneficiaries. The Parties do not intend to create, and nothing in this Agreement shall be construed to create any benefit or right in any third party. 32. Mediation. The Parties agree to make a good faith attempt to resolve any dispute arising out of this Agreement through mediation prior to commencing litigation. The Parties shall mutually agree upon the mediator and shall divide the costs of mediation equally. PROFESSIONAL SERVICES AGREEMENT— PREVAILING WAGES 11 (1037730) August 2015 33. Consultant's Books and Records. A. Consultant shall maintain any and all ledgers, books of accounts, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to the City for a minimum period of three (3) years or for any longer period required by law, from the date of final payment to Consultant pursuant to this Agreement. B. Consultant shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years or for any longer period required by law, from the date of termination or completion of this Agreement. C. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any tune during regular business hours, upon written request by the City Manager, City Attorney, City Finance Director, or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at Petaluma City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Consultant's address indicated for receipt of notices in this Agreement. D. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Consultant's business, City may, by written request by any of the above -named officers, require that custody of the records be given to the City and that the records and documents be maintained in Petaluma. City Hall. Access to such records and documents shall be granted to any party authorized by Consultant, Consultant's representatives, or Consultant's successor in interest. 34. Headings. The headings used in this Agreement are for convenience only and are not intended to affect the interpretation or construction of any provisions herein. 35. Survival. All obligations arising prior to the termination or expiration of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination or expiration of this Agreement. 36, Entire Agreement. This Agreement, including the exhibits attached hereto and incorporated herein, constitutes the entire agreement between the Parties with respect to the Services, and supersedes all prior agreements or understandings, oral or written, between the Parties in this regard. IN WITNESS WHEREOF, the parties hereto have executed this document the day, month and year first above written. CITY OF PETALUMA City Manager CONSULTANT By Name d I r l ra¢fow PROFESSIONAL SERVICES AGREEMENT— PREVAILING WAGES 12 (1037730) August 2015 ATTEST: City Clerk APPROVED AS TO FORM: City Attorney APPROVED: Department Director APPROVED: Risk Manager APPROVED: Finance Director Title Pf 7u 3 rte ,-Ad w,,i is ? y a Address �Gti li I cw. of e A- 412_ City State Zip qy .-�5� 3►s3 Taxpayer I.D. Number L- 0510 l 4 ►'+ Petaluma Business Tax Certificate Number file name: S: \City EngineeringUraffic Engineering R Operations= Agenda Reports\TFCA and TSP PH 11 2016 9 PROFESSIONAL SERVICES AGREEMENT— PREVAILING WAGES 13 (1037730) Aumst2015 Exhibit A April 7, 2016 Joseph Rye Transit Division Manager City of Petaluma Public Works Department 555 N. McDowell Boulevard Petaluma, CA 94954 1970 Broadway, Suite 740 Oakland, CA 94612 510.763.2061 www.dksassociates.com Subject: Proposal to Provide Project Management for the Petaluma Transit Signal Priority Project in the City of Petaluma, California Dear Mr. Rye: A# 16X03 -035 DKS Associates is pleased to submit this proposal to provide project management and traffic engineering assistance for the proposed Petaluma Transit Signal Priority Project in the City of Petaluma. Our scope of work for the Phase II project is based on the following project understanding. PROJECT UNDERSTANDING The Petaluma Transit Division (agency) is seeking to improve transit operations along transit routes in the City of Petaluma. The project will install a transit signal priority (TSP) system with the objective of reducing transit travel time and delay at the signalized intersections along the bus routes in the City of Petaluma. The project will be conducted in two phases. The second phase of the project will install TSP system at 11 intersections (eight along E. Washington Street and three along E. D Street) as shown in Figure 1.The secured funds for the project will be used to fund the planning, procurement, computer, and installation /testing of the system and all necessary corridor equipment upgrades. A computer with central management software was procured in Phase 1 of the project. The agency intends to utilize City staff when cost effective to minimize project cost. The agency is therefore seeking a consultant with TSP experience to lead and manage the project with limited staff supervision /guidance. SCOPE OF WORK FOR PHASE 2 Our scope of work is based on our extensive experience with working on TSP projects and building on the work that was done for the pilot Phase 1 project, which included 1) defining the vision, goals and objectives for the project, 2) conducting alternative analysis for the project, and 3) developing a concept of operation for the project. Our approach includes the following five steps: Step 1— Inventory existing equipment Step 2 — Prepare construction documents (design plans, specifications, and estimates) Step 3 —Assist with the bidding process Step 4 — Provide construction assistance Step 5 — Low Priority Preemption Timing Parameter Settings Step 6 — Evaluate the effectiveness of the TSP System 14 =a w C a � a� 'L 'a o� IL ry a) o c� L ca �a � as O 3° a c a� Y Qm v 2 © y � v r° �o y �S �o X64 O 0o W j h n O 'r Z c °c DSO lS A4� q N � N 0 0a m G Fo � N � us h 7 O Petaluma Blvd N Ke�tuckY St Kentucky St m Q O C o �J U Q) w N C J, ® a Z W J salq eJEAIOO ad Olg3u S V 11 8se4d dSl ewnle}ed 9£0-£OxW NMM:d City of Petaluma Project Management for Petaluma Transit TSP Phase II Page 3 of 6 Step 1- Existing Conditions Inventory DKS will work with City staff to prepare a detailed inventory of existing traffic signal equipment at each of the 11 intersections. This will include listing all relevant equipment in the traffic signal controller cabinet, traffic signal controller firmware, type of opticom equipment (model number) located at each intersection and dates that the equipment were installed. DKS will determine if the existing opticom units have multiple channels that can be used for both emergency vehicle detection and transit signal priority. Deliverable 1) A spreadsheet that lists the traffic signal controller equipment at the study intersections along the E. Washington Street and E. D Street corridors Step 2 — Prepare Construction Documents (Design PS &E) DKS will prepare construction documents at 65 %, 95% and 100 %. DKS proposes cost effective design solutions for the TSP system. DKS will obtain asbuilt plans for the signalized intersections along the study corridor and markup needed improvements with appropriate construction notes in lieu of providing detailed traffic signal drawings. Should DKS find the asbuilt plans to be illegible for use, DKS will renegotiate a fee to develop cost effective constructible traffic signal design plans. However, DKS is prepared to provide detailed design to update existing traffic signal design plans if the City /Transit agency requires such detail plans. Deliverables 1) 65% Design plans, specifications and construction cost estimate (submitted electronically as PDF) 2) 95% Design plans, specifications and construction cost estimate (submitted electronically as PDF) 3) 100% Design plans, specifications and construction cost estimate (submitted electronically as PDF) 4) Response to City's review comments on the 65% and 95% design PS &E, along with return of mark -ups Step 3 — Assist with the Bidding Process DKS will prepare: o Bid schedule and /or schedule of values o Tabulation of quantities of all work items and materials o Engineer's estimate of construction costs o Recommendation for allowed construction time period • Respond to questions concerning the plans, specifications and estimates prior to bid opening. • Prepare design modifications or clarifications, if needed. • Prepare contract document addenda, if needed. • Prepare conform drawings incorporating addendum before the pre- construction meeting. • Provide a recommendation to the Petaluma Transit Division for award of construction contract. 16 City of Petaluma Project Management for Petaluma Transit TSP Phase II Page 4 of 6 Deliverables 1) Prompt responses to all requests for information (RFI) 2) Addenda as necessary Step 4 — Provide Construction Assistance • DKS design staff will be available to answer contractor bid questions and requests for information /clarification (RFI) of the design and /or construction documents. For a project of this type, we estimate that the level of effort would entail approximately eight (8) hours of staff time. • Assist City staff to review contractor change order requests and re- design for an additional fee, if needed. For a project of this type, we estimate that the level of effort would entail approximately eight (8) hours of staff time. • When requested by Agency staff, DKS will attend additional meetings to answer design questions and clarify design elements. For a project of this type, we estimate that the level of effort would entail approximately eight (8) hours of staff time. • Prepare record drawings from the Contractor redline asbuilts if requested for an additional fee. For a project of this type, we estimate that the level of effort would entail approximately 16 hours of staff time. Deliverables 1) Prompt responses to all requests for information (RFI) 2) Prompt responses to all submittals 3) Prepare record drawings (or asbuilts) for an additional fee and submitted as AutoCAD and PDF files if requested Step 5 — Low Priority Preemption Timing Parameter Settings It is expected that eight of the traffic signals along E. Washington will be synchronized with TFCA grant funding to support the TSP Project. The remaining three traffic signals along E. D Street may be retimed with TSP grant funds. The timing plans are expected to be deployed before the completion of the installation of the TSP equipment along the corridor. The timing plans will include recommendations to set the timing parameters for the traffic signals. However, if the traffic signals are not synchronized or retimed for whatever reasons, DKS will at a minimum provide basic low priority preemption timing parameter settings to support the TSP project. Step 6 — Evaluate the Effectiveness of the TSP System The evaluation will entail a "Before" and "After" study, which will be conducted during the deactivation and activation of the TSP system respectively. It is prudent to conduct the studies within a few days apart to minimize susceptibility to changing traffic conditions. The performance measures for the evaluation will be selected with the objective of measuring the improvements in bus travel time and assessing the impact of the TSP system on side street traffic. The bus travel time will be measured by mounting an on -board GPS unit. Due to the variability in bus boarding and alighting, the bus dwell time will be collected and excluded from the overall travel time along the study corridor. A minimum of four runs will be conducted for each direction along the study corridor during the a.m., midday, and p.m. 17 City of Petaluma Project Management for Petaluma Transit TSP Phase II Page 5 of 6 peak periods for the "Before" and "After" studies. The evaluation will be conducted for Bus Route 11 along E. Washington Street from the US Highway 101 Northbound off ramp to Kentucky Street. PROPOSED STAFF Kevin Fehon, P.E., PTOE, will be the Principal -In- Charge and Technical Advisor for the project. He will be responsible for the Quality Control review of all deliverable. He will facilitate the workshop with City staff. Kevin has successfully performed his role on numerous similar projects. He has 40 years of experience with traffic signal systems, and has assisted several agencies in the San Francisco Bay Area to develop strategic plans for traffic operations, ITS master plans and signal system master plans; including the cities of Walnut Creek, Roseville, Napa, Livermore and Santa Rosa. He is currently leading the traffic signal systems design for the Valley Transportation Authority Light Rail Efficiency Project and the East Bay Bus Rapid Transit project, which include transit signal priority design. He has developed concept of operations and system requirements for successful advanced traffic signal systems in Mesa, AZ, Bellevue, WA, Gresham, OR and Pasadena, CA. He has also managed and implemented numerous traffic signal coordination projects for groups of signals ranging up to 250 signals. David Mahama, P.E., will be the project manager. He will coordinate the equipment inventory and lead the design PS &E. David has over 19 years of experience developing and implementing traffic signal coordination timing plans in many cities in the Bay Area including signal timing for the N. McDowell Blvd, Sonoma Mountain Parkway, and Lakeville Highway corridors in the City of Petaluma. He has good understanding of operational requirements for setting up, fine tuning and maintaining signal timing parameters. He also has experience with traffic signal design, cost estimation and construction scheduling. Cameron Shew, PE will assist with the design plans, specifications and estimates (PS &E) and construction assistance. Cameron has design PS &E experience. Cameron has experience in traffic signal engineering and traffic design projects within the public and private right of ways, working with Caltrans and the utility companies. He has three years of experience in preparing Plans, Specifications and Estimates (PS &E) for street improvements plan engineering. I: City of Petaluma Project Management for Petaluma Transit TSP Phase II Page 6 of 6 PROJECT SCHEDULE The proposed project schedule attached to this proposal assumes a notice to proceed date by May 16, 2016. DKS team anticipates completing the Petaluma Transit TSP Phase II project within a period of approximately 106 working days after notice to proceed as shown in the chart. The duration of the construction documents preparation includes two weeks for review of the 65% and 95% Design PS &E deliverables. Following the completion of the final bid documents, DKS will provide construction support for up to a maximum of 20 hours during the four weeks construction period. BUDGET DKS will perform this work scope on a time and material basis, for a total fee of $38,605. An additional fee of $'8,850 will be needed to retime three of the traffic signals for the weekday AM, Midday and PM peak periods. DKS reserves the right to reallocate the resources in order to accommodate the actual needs of the project, subject only to the agreed upper fee limit. As a Principal with DKS Associates, I am able to legally bind the firm into contract. The offer expressed in this proposal will remain valid for a period of ninety (90) days. Please do not hesitate to call me at (510) 267 -6608 or email me at kif @dksassociates.com with any questions or if you require further assistance. Thank you for considering DKS for this proposal. Sincerely, DKS Associates A California Corporation Kevin Fehon, P.E., PTOE Principal Cc: David Mahama, P.E., DKS Curtis Bates, P.E., City of Petaluma Attachments: 1) Project Schedule 2) Budget Spreadsheet 19 0 N = N 1 =) '7 r n _ Z cc cu E co E (0 (D (0 (0 CO O O (fl O O CO (A U T c ul m C O m m o c (� N 00 W � O c c w m LL LO 0�0 LO 00 0000 L1 (D r- (n LL d p O LL 00 LL O O O O O O O O O O - CO (0 0 O O (D O ; O CO O O (0 CO co t0 (0 O O r r-- r (A (fl (h V LO N N N to O Cn (f7 00 to (n LO tf) O I-- CC) CC) O T! c c c C ;'r N - N N : O N a) N O N N V O O O : O 7_ _ 7 F _ .' F- H a Z V/ (0 (U (0 (0 (0 N M >' m 10 N N ((6 N c o m Q "O "O •o "O a "Q O O O $ (� = D (D O O r O LO L () O O O O O O A?_ N (D E Y > LO O r N 04 H (p o �O c > > > L m c g � •v •v � c a LLI c c D CD Y oL = c O SS t N 12 =3 U. °tS d c c °- r — v N Q L d (o c (a G m 3 m ..� N ... N L QQ N '.. c E Y 41 (D d �, -0 N d Z U~ cu U) (0 O iq V N E C = p c O O Y w _ a� E O o N d Q. H U) U) a` w .a LL uO � c _0 (D c c ° 'a d c (a w 0_ a 06 � '� o a ou, 0) = C V L C m Q N C N C L f�6 c U ° c N c c c U) a o ;, a) o O p a3i > N U 06 *s O w� v (n O o Q }, m (� +-� O Y d LL O U LO O (1 CD r N c o o Z N O L K L N a) ti d an F- d a 0— U m o = 'O � U (� N j O O F�2 V to 'O @ tq Z U a c- a Q z N N w o 0 a vtOi 0 o°o 0 m 0 00 0 d 0 m +i� 0 m° m to : o vi- Ln a d^ I I � 0 0 w U O vNi in vv O in 0 0 0 Oro 0 0 0 �n M LO m^ v w m N ri to u j trt a c i N N d @ in yr in v} </i v} v} v) . y� i _ 0 It 0N �N N M M O M N 00 M 9, J 4 CL Q m N N N Q 1 al N C pp G) w oo m 'T LO oN a-1 O f0 a E o 0 a` d7y- M t u h d C1Q Q N co 0a ". N CL l4 � E (Cd O U G A 0 N '* W N V N N a) u LL in �L > a w m m a) y 2 d Y m C bA N >, V p to Q a -J N 0 L fT0 0 N N biD 0 N (n V C c Q v x O > E to '�', ++ y.-, O W �j u vi U L O U O •� N N aJ i 41 v �, Sao ¢ Ln c i .� of 0 cCO ,o 41 c C C p 'p cL a - A U C U O V aJ aJ N 4- p 4-1 bb 0 3 co 0 ai C L W i .1 N ,N i a W _. m M C a) C C '�', N c >� a) a ++ L a) co v p U O U ;t+ p U •L = 41 _ v7 L O C +� °__° aJ 3 o'J' V V ao u a) u aJ Q '> a ? 'a II U 'o 'a .N �, ,cn 0 3 cv "1 0 o N Page 1 of 6 May 3, 2016 Mr. Curtis M. Bates City of Petaluma Public Works Department 11 English Street Petaluma, CA 94952 Subject: Proposal for Transportation Fund for Clean Air Traffic Signal (A #16X03 -035) Coordination for Old Redwood Highway and E. Washington Street in the City of Petaluma, California Dear Mr. Bates: DKS Associates is pleased to submit this proposal to provide traffic signal coordination timing for 13 intersections along Old Redwood Highway and E. Washington Street in the City of Petaluma, California. The following is a detailed scope of work, schedule and budget for the project. The City of Petaluma received a Transportation Fund for Clean Air (TFCA) grant to conduct a signal timing study for a total of 13 traffic signals along the following corridors: • Old Redwood Highway (from Stony Point to N. McDowell Boulevard extension) • E. Washington Street (from N. McDowell Boulevard to Keller Street) The following is a list of the traffic signals that were selected for the project. Old Redwood Highway 1. N. McDowell Boulevard 2. US 101 Northbound off -ramp 3. US 101 Southbound off -ramp 4. Stony Point Road /Industrial Avenue E. Washington Street 5. N. McDowell Boulevard 6. US 101 Northbound off -ramp 7. US 101 Southbound off -ramp 8. Ellis Street /Johnson Street 9. Payran Street 10. Lakeville Street 11. Copeland Street 12. Petaluma Boulevard 13. Kentucky Street The goal of this project is to develop traffic signal timing plans for the a.m., midday, and p.m. peak periods for the E. Washington Street corridor and a.m. and p.m. peak periods for the Old Redwood Highway corridor to 22 Curtis M. Bates Transportation Fund for Clean Air (TFCA) Traffic Signal Coordination Page 2 of 6 reduce traffic congestion, reduce traffic delays, reduce the emission of harmful greenhouse gases, reduce automobile travel time along the study corridor, and improve traffic safety. The peak periods for the traffic signal coordination will be determined by using the average daily traffic (ADT) count data. DKS will review the traffic patterns and assess whether it will be beneficial to extend the PM Peak coordination timing plan to progress after school traffic flow. The project scope includes coordination with Caltrans staff, comprehensive data collection and description of existing conditions, analysis of traffic signal coordination and traffic safety needs leading to recommendations for signal operations, and draft timing sheets. The final timing sheets and Synchro model will be submitted after fine - tuning and implementation. A Final Project Report containing a summary of all deliverables, and benefit - cost evaluation to determine the amount of public benefit derived from investing in the TFCA project will be submitted. Final deliverables will be in both hard copy format and electronic format. Upon completion of the project, DKS will submit a USB drive containing all of the project files. David Mahama, PE will be the project manager. Kevin Fehon, PE, PTOE will be the principal in charge. We will commence with the work upon receipt of a fully executed contract between the City of Petaluma and DKS Associates. Kevin Fehon is fully authorized to act on behalf of DKS Associates. Scope of Services Our understanding of the project is based upon our previous assignments in the area. The proposed approach detailed below is a result of our experience in developing numerous traffic signal coordination timing plans. Task 1.0: Project Start -Up DKS staff will meet with City staff and Caltrans to establish communication channels and protocols; discuss the scope of work, schedule, and budget; gather available information; obtain a thorough understanding of the goals for the project. Specific topics to discuss include data collection methodology including periods to collect traffic count data and travel time data. Task 2.0: Analysis of Existing Conditions DKS will obtain an aerial photo and scalable map of the study corridors from Google maps. The City of Petaluma and Caltrans will need to provide the timing sheets for City and Caltrans traffic signals. Data Collection Turning movement counts, including vehicular, pedestrian, and bicycle counts will be collected at 13 project intersections listed under the Project Understanding section of this report. All data collection will be conducted after mid - September 2016 during dry weather conditions when school is in session. DKS will conduct seven (7) day, 24 -hour machine classification counts, by direction, in 15- minute intervals, at the following locations: • Old Redwood Highway between N. McDowell Boulevard extension and Stony Point Road • E. Washington Street between N. McDowell Boulevard and Keller Street 23 Curtis M. Bates Transportation Fund for Clean Air (TFCA) Traffic Signal Coordination Page 3 of 6 The manual turn counts will be collected in 15- minute intervals during a.m. peak, midday peak, and p.m. peak periods. The peak periods for collecting the turn counts will be determined by analyzing the daily traffic counts. The turn counts will be collected on weekdays, Tuesdays through Thursdays. Travel Time and Delay Studies In compliance with the TFCA grant requirements, "Before" and "After" travel time and delay studies will be conducted for the following roadway segment: Corridor From To Old Redwood Highway N. McDowell Boulevard Stony Point Road E. Washington Street N. McDowell Boulevard Keller Street The "Before" studies will be conducted prior to the implementation of the proposed /recommended signal timing plans. The "After" studies will be conducted within four weeks after the implementation and fine - tuning of the timing plans. The studies are limited to analyzing the results obtained from the travel time survey, which include performance measures such as travel speeds, number of stops, and travel time. Other measures such as fuel consumption and emissions will be calculated using data obtained from the travel time survey. The evaluation methodology will be consistent with the California Air Resources Board (CARB) analysis procedure. Note that the scope of work does not include any additional traffic counts and any bi annual evaluation. Any additional studies beyond the scope of work contained in this proposal will be negotiated. Traffic Signal Timing Software Trafficware's Synchro version 8 software package will be used to conduct the signal timing analysis. Task 3.0: Development of Draft Recommendations DKS will provide a brief memorandum prior to the draft recommendations report discussing the proposed cycle lengths and groupings of signals into subsystems. A meeting will be scheduled to review the draft recommendations as included in the Scope of Work. Consistent with the 2014 California Manual of Uniform Traffic Control Devices (CA MUTCD), a six (6) second minimum WALK indication is acceptable for City traffic signals. Per the City's standard, a walking speed of 3.5 feet per second (ft. /s) will be used to determine pedestrian crossing time (Flash Don't Walk) for City traffic signals. DKS will work with the City and review the actuated settings used and make recommendations for improving these settings where necessary. Additionally, per the CA MUTCD 2014, DKS will update the minimum green timing for all traffic signals with Caltrans recommended timings. This will be done to accommodate bicyclists where applicable. The yellow and all red timing parameters will be reviewed and updated as well. Task 4.0: Implementation and Evaluation The City shall enter the signal timing plans in the Quicnet software installed on a laptop for download into the City controllers on the field. DKS will assist City staff to implement the traffic signal timings on the field as 24 Curtis M. Bates Transportation Fund for Clean Air (TFCA) Traffic Signal Coordination Page 4 of 6 necessary. DKS will submit the final timing sheets after implementation and fine tuning, and a report containing signal timing evaluation, and benefit and cost analysis to determine the amount of public benefit derived from investing in the TFCA project. A maximum of 48 hours will be dedicated to field fine - tuning. SCHEDULE DKS shall provide the services in accordance with the schedule in the table below. A Gantt chart is presented on the following page. Tasks and Deliverables Estimated Duration 1.0 - Draft Workscope, Schedule and Budget Completed City Review Completed 1.0 - Final Workscope, Schedule and Budget (Deliverable #1) Completed Field Review (part of Task 2) 2 weeks 2.0 - Draft Existing Conditions Technical Memorandum (Deliverable #2a) 4 weeks Data Collection 3 weeks City Review 2 weeks 2.0 - Final Existing Conditions Technical Memorandum (Deliverable #2b) 2 weeks 3.0 - Draft Signal Grouping and Cycle Lengths 1 week City Review 2 weeks 3.0 - Draft Recommendations Technical Memorandum (Deliverable #3a) 2 weeks City Review 2 weeks 3.0 - Final Recommendations Technical Memorandum (Deliverable #3b) 1 week Timing Sheets 2 weeks City Review 2 weeks 4.0 - Revised Timing Sheets (Deliverable #4a) 1 week Implementation and Fine - Tuning 1 week Evaluation and Final Report (Deliverable #4b) 2 week Note: The schedule is based on the assumption that traffic data and review of deliverables will be conducted in a timely manner and in accordance with the above schedule. 25 lD O Ln bn to d N ------------------------------------------------------------------------------ -------------------------------------------------------------- --- ------ ---- 4 E ------ ---------- -- -- --- ---------- --- ---- --------- --- ----- - ----- ^ -- ----------- - - ---- --- ----- ---- --- --- v ----------------------------------------------- ------------------------------- 2i --- -------------------------------------------------------------------------- -_-�--'---- --- — -------------- ------- ----------- ------------- — ------------- �)) � ♦ � a u r. Tl r to 0 QJ 47 rr 1- rF- I- r (Y Y Y, E E to c, m m r m v a, 0 0 ro r Natl N v of r o n7 A t) r w d N m co CL C ry 4 t� �) 6 E iz t� tcj .J raj q� � 41j dL F dl i p 0 O O ; U. c > c 4 'tom-., o �0 pc U o U t� q fd dpi tT w a Q D (1D5y Vd- N Page 6 of 6 Budget Based on the estimated level of effort as shown in the attached detailed budget spreadsheet, the fee for developing three timing plans for the 13 traffic signals is $52,420. Based on the above budget for traffic signal coordination, the payment for work done shall be on a time and material basis. The estimated budget for each task is shown in the table below. DKS reserves the right to reallocate the resources in order to accommodate the actual needs of the project, subject only to the agreed upper fee limit. Table: Budget by Task Deliverable Percent of Fee Budget Final Detailed Workscope, Schedule and Budget ( #1) 5% $2,600 Draft Analysis of Existing Conditions Technical Memorandum ( #2a) 35% $18,220 Final Analysis of Existing Conditions Technical Memorandum ( #2b) 10% $5,200 Draft Recommendations Technical Memorandum ( #3a) 15% $8,000 Final Recommendations Technical Memorandum ( #3b) 10% $5,200 Implementation and Fine - tuning ( #4a) 15% $8,000 Final Report ( #4b) 10% $5,200 Total 100% $52,420 Upon selection and receipt of your notice to proceed, DKS will schedule a kickoff meeting to initiate the project. If you have any questions or require additional information regarding our scope or budget, please contact David at (510) 267 -6613 or by email at dcm @dksassociates.com. Sincerely, DKS Associates A California Corporation Kevin Fehon, PE, PTOE Principal Cc: David Mahama, PE Enclosed: Budget Spreadsheet 27 00 N v' U O ° o m o LO m N N CD N oho N cmr� O 00 O Ln 00 m m m ° m 1 M tfi I I ++ N N N A U p `� E» o U U O N N O O W N N m m a� �, Y m• U) m• � � i--7 N U O n m� m W N c�-� 0N0 N ; .� G CD N N N'D Co <H N N '.. p, CD kh. Q V � N O N O d N Cl) N c� t-� Cl) � C1 k' ell i-1 ffr O N 00 W 3 N s M , 4� ai H C0 0 W W. o N � Lq CD N N N cfl± vi 'L ai i c N '� N 1 Cd tLo v a ID ° =3 m Q i V a m m f O 4 0 O N ° v ❑ O "6 L tL U L L 0 4- m -:i O. Q Q w F a N a v v n v C C p m m c -C ..0 Y L ' iB c O 'O N O p v CO C V U E N ❑. CL i i p 0 O b0 t70 O E cc: 0 L CL C CL U a-+ aj p O y U ti W W N C d. II C C N C Q 41 u O '. Fq 0 m 0 E 0 tL' d_ 11 H' Z O M M N M m cN 00 N Attachment 3 CONTRACT No. SCTA16005 SONOMA COUNTY TRANSPORTATION AUTHORITY TRANSPORTATION FUND FOR CLEAN AIR (TFCA) FUND TRANSFER AGREEMENT FY 201512016 This agreement is made on &(-)&. & _, 2015, between the Sonoma County Transportation Authority, (hereinafter SCTA) Ad the Project Sponsor, City of Petaluma (hereinafter Sponsor). Section 1. PURPOSE OF AGREEMENT The purpose of this Agreement is to specify the terms and conditions of the advancement of funds made available from the TFCA Vehicle Registration Fee program for fiscal year 2015/2016. As Program Manager in Sonoma County, SCTA will annually program 40% of the TFCA funds collected in Sonoma County. The Bay Area Air Quality Management District ( BAAQMD) will advance these funds to SCTA, which will then advance funds to project sponsors, pursuant to this Agreement. Section 2. DESCRIPTION OF PROJECTS SCTA has programmed $193,847.40 of the funds available in the 2015/2016 Sonoma County allocation of TFCA funds to Sponsor to fund the projects designated as: Project 16SONO3: Youth Bus Pass Subsidy Program ($16,000.00) Project 16SON04: Transit Marketing Program ($64,006.00) Project 16SON05: Traffic Signal Coordination Timing Project ($100,000.00) Project 16SON06: Electric Vehicle Charging Station Installation ($13,841.40) Section 3. ADVANCEMENT OF FUNDS Funds for the 2015/2016 program will be advanced to SCTA from BAAQMD in two installments. As they become available, funds will be released to Sponsors on a first come, first serve basis with priority given to sponsors that must expend funds from a prior fiscal year TFCA program. Funds will only be released as reimbursement for completed expenditures. Sponsor must complete a "Request for Reimbursement" form and provide documentation of all expenditures for which they are seeking reimbursement. In no case shall reimbursements exceed in total the amount specified for that project in Section 2 of this Agreement. Sponsor understands and agrees that SCTA will not be obligated to pay out any portion of Total Available Funds, shown as Line 9 on the Summary Information Sheet of the Funding Agreement between BAAQMD and SCTA, that is not received from BAAQMD. Section 4. DOCUMENTATION OF EXPENDITURES Sponsor will submit a report to SCTA within three (3) months of the end of each year that itemizes expenditure of the funds, progress to date in implementation of the project and results of project performance monitoring of project(s) as specified in "Attachment A ". Reports are to be submitted until all projects listed in "Attachment A" are complete. Sponsor will, for the duration of this project and for three (3) years following completion of project, make available to BAAQMD or to an independent auditor, upon reasonable notice, all records relating to project 29 Page 2. TFCA Fund Transfer Agreement FY 2015/2016 performance and expenses incurred in implementing this project, At a minimum, records should include: 1) Employee time sheets documenting those hourly labor costs incurred in implementation of projects described in "Attachment A ", which are paid with funds received under this Agreement, or to establish an alternative method to document staff costs charged to the funded project; 2) Receipts for goods or services purchased in implementing this project; 3) Contracts or other documents defining the amount spent on leased equipment or ongoing work of an outside vendor in implementation of a project; 4) Any other type of documentation of expenses clearly showing project and amount of money that was spent in implementing project, Section 5. EXPIRATION OF FUNDS Sponsor acknowledges that funds expire twenty -four (24) months after receipt of the first payment from BAAQMD to SCTA. Unexpended funds may be reprogrammed by SCTA. Projects are subject to review at six (6) months prior to expiration. If SCTA determines that the project cannot be completed by the expiration date, funding may be reprogrammed by SCTA. Unexpended funds are subject to being returned to BAAQMD. SCTA may extend the term up to an additional two years in order to provide a project sponsor additional time to complete its project(s). Sponsor is to request such extensions 30 days before funds are due to expire. Extensions beyond the two years allowed from the Program Manager, must be approved by BAAQMD. Sponsor is to request these extensions by notifying SCTA no later than 90 days prior to the end of the term. Section 6. MONITORING OF PROJECT PERFORMANCE AND COMPLETION Sponsor will keep necessary records of the performance of project as specified in "Attachment A" in order to expedite evaluation by BAAQMD of emissions reductions achieved from implementation of project. Sponsor will submit a report to SCTA within three (3) months of the end of each year that itemizes expenditure of the funds, progress to date in implementation of the project and results of project performance monitoring of project(s) as specified in "Attachment A ". Reports are to be submitted until all projects listed in "Attachment A" are complete. When the project is complete, Sponsors must submit Final Reports, including a final Cost - Effectiveness sheet. SCTA may ask Sponsors for reports for the Interim Report, as well as Annual Report. Section 7. IDENTIFICATION OF FUNDING SOURCE A. Sponsor will use BAAQMD's approved logo on signs posted at site of any construction funded under this Agreement. B. Sponsor will use BAAQMD's approved logo on any printed material intended for public consumption associated with any project funded under this Agreement. Included as printed material are project related schedules, brochures, handbooks, maps created for public distribution or promotional material. C. Sponsor will credit BAAQMD as a funding source in any related articles, news releases, or other publicity materials for the project(s) funded under this Agreement. do Page 3. TFCA Fund Transfer Agreement FY 2015/2016 D. Sponsor will use BAAQMD's approved logo on any vehicles operated with or obtained as part of any project funded under this Agreement. E. Sponsor will submit copies of all documentary material (news releases, brochures, maps, websites, etc.) showing BAAQMD's approved logo and crediting of BAAQMD, and will submit photographs of vehicles and signs to document display of BAAQMD's logo as required. Section 8. ASSURANCES A. Sponsor will assure that all funds received under this Agreement are expended only in accordance with all applicable provisions of law. Any funds not expended in accordance with all applicable provisions of law must be returned to SCTA. B. To the extent not otherwise prohibited by law, and to the extent required by the California Public Records Act, Sponsor will place in public domain any software, written document, or other product developed with funds received through this Agreement after consultation with SCTA. C. Sponsor will return their funds to the Program Manager if a project is not maintained and /or operated throughout and until the conclusion of the Project Years of Effectiveness. The Project Years of Effectiveness is the default value stated in the Guidance for the applicable project type, unless a different value was approved and shown to yield a project meeting the cost - effectiveness requirement in the Policies. The amount of funds returned to the Program Manager shall be calculated on a prorated basis. Section 9. CONDITIONS OF FUNDING ALLOCATION FOR EMPLOYER -BASED TRIP REDUCTION EFFORTS A. Expenditures incurred on or after January 1, 1996 related to Employer -Based Trip Reduction efforts will be reimbursed by SCTA only for projects and /or programs in which employer participation is voluntary consistent with the requirements of SB 437, B. Sponsor will provide at SCTA's and /or BAAQMD's request copies of local ordinances demonstrating compliance with Section 8.A. Section 10. INSURANCE. A. Sponsor shall obtain and maintain, throughout term of this Agreement, insurance that conforms to requirements of Attachment B of the Funding Agreement, Section 11. MUTUAL AGREEMENTS A. Term: This Agreement will remain in effect for three (3) years after completion of all the projects listed in "Attachment A," unless it is terminated as provided below. B. Termination: Either party may terminate this Agreement at any time by giving written notice of termination to the other party, which shall specify the effective date thereof. Notice of termination under this paragraph shall be given at least ninety (90) days before the effective date of such termination. C. Indemnification: Sponsor shall indemnify and save harmless the SCTA from all claims, suits or actions resulting from the performance by Sponsor of its duties under this Agreement. SCTA shall 31 Page 4. TFCA Fund Transfer Agreement FY 2015/2016 indemnify and save harmless Sponsor from all claims, suits or actions resulting from the performance by SCTA of its duties under this Agreement. D. Notices: Any notice which may be required under this Agreement shall be in writing, shall be effective when received, and shall be given by personal service, by U.S. Postal Service mail, or by certified mail (return receipt requested), to the addresses set forth below, or to such addresses which may be specified in writing to the parties hereto. John C. Brown City Manager City of Petaluma 11 English Street Petaluma, CA 94952 Suzanne Smith Executive Director Sonoma County Transportation Authority 490 Mendocino Avenue, Suite 206 Santa Rosa, CA 95401 E. Additional Acts and Documents: Each party 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 this Agreement. F. Integration: This Agreement represents the entire Agreement of the parties with respect to the subject matter hereof, and no representation, 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. G. Independent Contractor: Sponsor renders its service under this Agreement as an independent contractor. None of Sponsor's agents or employees shall be agents or employees of SCTA. This paragraph does not apply to elected officials serving concurrently on the governing bodies of both SCTA and their respective elective governing body. H. Assignment: This Agreement may not be assigned, transferred, hypothecated, or pledged by any party without the express written consent of the other party. I. Severability: Should any part of this Agreement be declared unconstitutional, invalid, or beyond the authority of either party to enter into or carry out, such decision 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, reasonably be interpreted to give effect to the intentions of the parties. J. This Agreement shall be automatically amended to incorporate any and all new or changed terms in the Funding Agreement between BAAQMD and SCTA (attached). SCTA will provide Sponsor with a copy of any revised Agreement. In addition, the Agreement may be amended in writing by agreement of the parties. 32 Page 5. TFCA Fund Transfer Agreement FY 2015/2016 Suzanne Smith, John C. Brown Executive Director City Manager Sonoma County Transportation Authority City of Petaluma Approved as to legal form: by: ' /�cia, E�tOYti Sonoma County Transportation Authority Counsel 33 Page 6. TFCA Fund Transfer Agreement FY 2015/2016 Attachment A 1. TFCA Project Number: 16SONO3 Sponsor: City of Petaluma Project: Youth Bus Pass Subsidy Program Grant amount: $16,000.00 2. TFCA Project Number: 16SON04 Sponsor: City of Petaluma Project: Transit Marketing Program Grant amount: $64,006.00 3. TFCA Project Number: 16SON05 Sponsor: City of Petaluma Project: Traffic Signal Coordination Timing Project Grant amount: $100,000.00 4. TFCA Project Number: 16SON06 Sponsor: City of Petaluma Project: Electric Vehicle Charging Station Installation Grant amount: $13,841.40 34 FUNDING AGREEMENT BETWEEN THE BAY AREA AIR QUALITY MANAGEMENT DISTRICT AND - SONOMA COUNTY TRANSPORTATION AUTHORITY 16 -SON This Funding Agreement (Agreement) is entered into between the Sonoma County Transportation .Authority, hereinafter referred to as "County Program Manager," and the Bay Area Air Quality Management District, hereinafter referred to as "Air District," hereinafter referred to jointly as "Parties," This Agreement includes Attachment A, which specifies the funding allocated under this Agreement, and Attachment B, which pertains to insurance requirements, SECTION I. .RECITALS: 1) The Air District is authorized under California Health and Safety (Health & Safety) Code Sections 44223 and 44225 to levy a fee on motor vehicles registered within its jurisdiction ( "Motor Vehicle Fees "), a portion of which the Air District receives and dedicates to its Transportation Fund for Clean Air (TFCA) program, 2) TFCA program monies may be allocated for projects to reduce air pollution from motor vehicles and to implement transportation control measures included in the plan adopted pursuant to Health and Safety Code Sections 40233, 40717, and 40919, 3) In accordance with Health and Safety Code Section 44241(d), the Air District allocates not less than forty (40) percent of the TFCA monies received to implement the TFCA County Program Manager program ( "Program "). 4) The Air District has been notified, in a communication dated August 19, 1992, that the County Program Manager is the duly authorized recipient of the proportionate share of Program monies for Sonoma County, and has been so designated by resolution(s) adopted by the Sonoma County Board of Supervisors and by the city councils of a majority of the cities representing a majority of the population in the incorporated area of the county. The terms and conditions for the expenditure of the County's Program monies by the County Program Manager are set forth in the resolution(s), 5) On November 17, 2014, the Air District Board of Directors ( "Board of Directors ") approved the TFCA County Program Manager Fund Policies for Fiscal Year Ending 2016 ( "Policies "), The Policies set forth requirements, including eligibility and cost - effectiveness requirements, for projects funded by TFCA funds in fiscal year ending (FYE) 2016, The Policies ate incorporated as Appendix D and made a part of the "County Program Manager Fund Expenditure Plan Guidance for Fiscal Year Ending 2016, December 5, 2014" ( "Guidance "), and are incorporated herein and made a part hereof by this reference as if fully set forth herein. 6) On or about March 3, 2015, the County - Program Manager submitted an Expenditure Plan Application to the Air District for its Sonoma County TFCA Program ( "Sonoma County TFCA Program "), which specified interest income earned by the County Program Manager 35 and TFCA funds from previously funded TFCA projects available for reprogramming to other eligible TFCA projects. 7) On May 6, 2015, the Board of Directors approved an estimated allocation of FYE 2016 TFCA Program monies of $566,388 for Sonoma County, On this same date, the Board of Directors approved an estimated total fiinding level for FYE 2016 for Sonoma County to be administered by the County Program Manager (FYE 2016 TFCA funds), plus interest reported by the County Program Manager and any reprogramming of previous TFCA monies remaining from projects from previous fiscal years, of $594,401, which is covered under this Agreement ( "TFCA Funds "). 8) The Air District and the County Program Manager, pursuant to Health and Safety Code Section 44241, hereby enter into this funding agreement to implement the Program within Sonoma County; to select and fund projects that improve air quality in the San Francisco Bay Area Air Basin and comply with the Policies; and to oversee such funded projects to assure - that they meet, and are implemented in accordance with, the Policies and the terms of this funding agreement ( "Agreement "). This Agreement covers the funding allocation set forth in Paragraph 7 above. SECTION II COUNTY PROGRAM MANAGER AGREES: 1) To implement the FYE 2016 Program within Sonoma County in accordance with this' Agreement and the Policies, 2) To select and fund projects that improve air quality in the San Francisco Bay Area Air Basin and that comply with the Policies and the terms of this Agreement ( "Program Projects "). Recipients of TFCA Funds may include the County Program Manager, which undertakes its own County projects, and other entities ( "Sub -awardees "). The County Program Manager shall designate the Program Projects as FYE 2016 Program Projects for administrative purposes, 3) Except in the case where the County Program Manager is the Sub - awardee, to enter into a binding agreement with each Sub - awardee that sets forth the maximum amount of TFCA Funds awarded for each Program Project, and requires each Sub - awardee to comply with the terms of this Agreement and the Policies and to implement the Program Projects as approved by the County Program Manager, The County Program Manager shall maintain copies of the County Program Manager's written agreements with Sub - awardees and any amendments thereto with Sub- awardees to carry out the Program Projects, 4) To encumber and expend all TFCA Funds within two (2)' years of receipt of the first payment of the TFCA funds. The County Program Manager may extend this time limit to the last day of the Term of this Agreement if, consistent with the Policies: a) The County Program Manager approves an application to extend the time to implement a particular Program Project, which extended deadline will be later than two (2) years from the date the County Program Manager recoive' the first payment of TFCA funds, or FYE 2016 TFCA County Program Manager Agreement 16 -SON Page 2 of 9 36 b) The County Program Manager finds, based on the Sub- awardee's application that despite significant progress on the particular Program Project, the Sub - awardee requires additional time to implement the Program Project, 5) To return to the Air District any TFCA Funds and associated interest unexpended as per Section II, Paragraph 4 unless either; a) The County Program Manager has approved an extension for a Sub- awardee to. implement its Program Projects) as per Section II, Paragraph 4, or b) The Air District and the County Program Manager have amended this Agreement to provide for further extensions of time to expend such funds, 6) To maintain, at all times during the term of this Agreement, a separate account or sub - ledger for all TFCA Funds and to withdraw funds from this separate account only for the reimbursement of costs to implement Program Projects. Failure to comply with this paragraph shall constitute grounds for termination pursuant to Section IV, Paragraph 2 below, 7) To maintain, or cause to be maintained, adequate records to document and demonstrate to Air District staff and auditors the receipt, interest accrual, and expenditures of Air District funds to implement the Program, 8) . To track and report to the Air District all interest accrued from TFCA Funds. i a) The County Program Manager shall not use interest from TFCA Funds for administrative purposes. b) The County Program Manager's distribution of any interestfunds shall be at the discretion of the County Program Manager, after consultation with-the Air District and shall be ill accordance with the Policies and applicable State law, 9) To track and report to the Air District any TFCA Funds and associated interest unencumbered at the time of completion or termination of a Program Project. The distribution of any such funds and associated interest shall be at the discretion of the County Program Manager, after consultation with the Air District, 10) To limit administrative costs to conduct the Program to no more than five percent (5 %) of the FYE 2016 TFCA monies received by the County Program Manager, 11) To allow, and to require the Sub - awardees to allow, the Air District's staff, its authorized representatives, and its independent auditors, during the term of this Agreement and for three (3) years following completion of each Program Project, to conduct performance and financial audits of the County's Program and Program Projects and to inspect the Program Projects. During audits, the County Program Manager will make available to the Air District in a timely manner all records relating to the County Program Manager's'implementation of the Program and of Sub - awardees' expenses and performance of their Program Projects, During inspections, the County Program Manager. will provide, at the request of the Air District, access to inspect a Sub- awardee's Program Projects and related records. 12) To keep, and to require Sub- awardees to keep, all financial and Program Project implementation records necessary to demonstrate compliance with this Agreement and the Program. Such records include the reports and those records required to comply with Section II, Paragraphs 8, 9, 10, 11, 12, 15, and 21, Such records shall include documentation that FYE 2016 TFCA County Program Manager Agreement 16 -SON Page 3 of 9 37 demonstrates significant progress made for those Program Projects seeking extensions to the completion date. The County Program Manager shall keep such documents in a central location for a period of five (5) years following completion of the projects and shall require each Sub - awardee to keep its necessary records at a central Sub - awardee location, 13) To maintain, and to require that each Sub - awardee maintain, employee time sheets documenting those hourly labor costs incurred in the implementation of this Agreement, including both administrative and Program Project implementation costs, or to establish an alternative method to document staff costs charged to the funded project. 14) To distribute TFCA Funds allocated to a Sub - awardee only as reimbursement for documented Program Project costs that are eligible and approvable under the Policies.. 15) To prepare and submit reports to the Air District as follows: a) Semi - annual Funding Status Report: Beginning May 31, 2016, the County Program Manager shall submit a report on May 31 and October 31 of each year until all Program Projects are completed that specifies a) the Program Projects that have been cancelled, completed, and completed at a cost less than the allocation during the previous six -month period and if completed at a lesser cost, the amount of associated unexpended fands; and b) the Program Projects for which the County Program Manager has extended any deadlines and, for those projects, the revised completion date and documentation of the County Program Manager's certification that, pursuant to Health and Safety Code Section 44242(d), the Sub = awardee had made significant progress, b) Final Reports: Beginning May 31, 2016, the County Program Manager shall submit each May 31 and October 31, until all Program Projects are completed, a Final Report for each completed Program Project, which itemizes (a) the expenditure of the TFCA Funds, and (b) the results of the monitoring of the performance of each Program Project on Air District- approved report forms, c) Interim Project Reports: Beginning October 31, 2016, the County Program Manager shall submit each October 31 an Interim Project Report for each Program Project that has not been completed and which itemizes (a) the expenditure of the TFCA Funds, and (b) the status of each Program Project's implementation on Air District- approved report forms, d) If the due date for a report specified above falls on a weekend or on a State holiday, then that report is due on the following business day, 16) To acknowledge, and to require all Sub - awardees to acknowledge, the Air District as a Program Project's funding source during the implementation of a Program Project and to use the Air District's approved logo as specified below: a) ThQ logo shall be used on signs posted at the site of any Program Proj pot construction, b) The logo shall be displayed on any vehicles or equipment operated or obtained as part of a .Program Project, c) The logo shall be used on any public information material relating to a Program Project, such as websites and printed materials, including transit schedules, brochures, handbooks, maps and other promotional materials, FYF 2016 TFCA County Program Manager Agreement 16 -SON Page 4 of 9 d) The County Program Manager shall retain documentation, such as photographs of vehicles and copies of press releases, demonstrating that Air District logos are used and displayed as required, 17) To assure that all TFCA Funds received under this Agreement are expended only in accordance with all applicable provisions of law for projects that are implemented directly by the County Program Manager, and to require Sub - awardees to at the funds, only in accordance with all applicable provisions of law. 18) To return, and to require that Sub - awardees return, to the County Program Manager all TFCA Funds that are not expended in accordance with applicable provisions of law. 19) To return funds to the Air District, and require that'Sub- awardees return their funds to the County Program Manager if a project is not maintained and /or operated throughout and until the conclusion of the Project Years of Effectiveness, The Project Years of Effectiveness is the default value stated in Appendix fI of the Guidance for the applicable project type, unless a different value was approved and shown to yield a Project meeting the cost - effectiveness requirement in the Policies by the County Program Manager. The amount of funds returned to the County Program Manager shall be calculated on a prorated basis. Any such funds returned to the County Program Manager shall be reallocated to eligible TFCA Program Projects. 20) To obtain and maintain, and to require that each Sub - awardee obtain and maintain, throughout the Term of this Agreement, the insurance coverage specified in "Insurance Requirements," Attachment B, and to comply with all insurance requirements set forth therein, including the provision of documentation of said insurance coverage. Failure to obtain and maintain the insurance coverage and to comply with all insurance requirements is a breach of this Agreement. 21) To the extent not otherwise prohibited by law, and to the extent required by the California Public Records Act (California Government Code section 6250 et seq.), to make available to the public and to require that Sub - awardees make available'to the public any'software, written documents, or other products developed with TFCA Funds. SECTION III AIR DISTRICT AGREES; 1) To pay the FYE 2016 TFCA monies, the amount of which is estimated on Attachment A, Summary Information, Line 1 and calculated as set forth in Section III, Paragraphs l a and lb below, for Program Projects that are consistent with the Policies and this Agreement, in two payments. Payments shall be made after this Agreement has been signed by both the County Program Manager and the Air District, Notwithstanding the above, the Air District is only obligated to pay that portion of the FYE 2016 TFCA monies that constitutes that portion of the fees subvened by the California Department of Motor Vehicles ( "DMV ") for calendar year 2015 to the Air District for its allocation to the County Program Manager from the Program funds. To the extent the estimated FYE 2016 TFCA monies exceed the Motor Vehicle Fees that are received by.the Air District and are available to the County Program Manager, the County Program Manager understands and agrees that the Air District will not-pay the FYE 2016 TFCA County Program Manager Agreement 16 -SON Page 5 of 9 39 difference between the Motor Vehicle Fees available and the estimated FYE 2016 TFCA ironies. a) To endeavor to forward the first payment within thirty (3 0) business days of the Air District receiving from the DMV all the revenues that comprise the payment. The first payment shall represent the. County's proportionate share of the Program revenues generated from registration fees paid for motor vehicles that registered in Sonoma County between January 1, 2015, and June 30, 2015, less Air District's administrative and audit costs. b) To endeavor to forward the second payment within thirty (3 0) business days of the Air District receiving from the DMV all the revenues that comprise the payment. The second payment shall represent the County's proportionate share of the Program revenues generated from registration fees paid for motor vehicles that registered in Sonoma County between July 1, 2015, and December 31, 2015, less Air District's administrative and audit costs. 2) 'To provide timely notice prior to conducting an audit. 3) To provide the County Program Manager, and any other requesting party, a copy of the fiscal and performance audits conducted pursuant to Section 44242 of the health and Safety Code, 4) To provide the County Program Manager with all Air District - approved County Program Manager reporting forms required for the County Program Manager to submit pursuant to this Agreement, including the reports required pursuant to Section II, Paragraph 15 above. 5) To provide a copy of the Air District logo to the County Program Manager solely for use to fulfill the obligation under Section 11.16 of this Agreement. SECTION IV IT IS MUTUALLY AGREED; 1) , Term; The term of this Agreement shall be from July 1, 2015 until December 31, 2019 . ( "Term "), unless it is terminated or amended as provided for in Paragraphs 2 and 8 of this Section or elsewhere in this Agreement, If the County Program Manager seeks to extend the Tel-in in order to provide a Sub - awardee additional time to complete its Program Project(s) beyond the two -year extension already provided by the County Program Manager, the County Program Manager shall submit that request to the Air District no later than 60 days prior to the end of the Term, 2) Termination; Either Party may terminate this Agreement at any time by giving written notice of termination to the other Party which shall specify the effective date thereof. Notice of termination under this paragraph shall be given at least ninety (90) days before the effective date of such termination, unless'the parties mutually agree to an earlier termination date. This Agreement shall also terminate at the end of the fiscal year during which the Sonoma County Transportation Authority loses its designation as County Program Manager for Sonoma County. FYE 2016 TFCA County Program Manager Agreement 16 -SON Page 6 of 9 40 3) Indemnity: The County Program Manager shall indemnify and hold harmless the Air District, its employees, agents, representatives, and successors -in- interest against any and all liability, loss, expense, including reasonable attorneys' fees, or claims for injury or damages arising out of the performance by the County Program Manager of its duties under this Agreement and shall require Sub- awardees to indemnify and hold harmless the Air District, its employees, agents, representatives, and successors -in- interest against any and all liability, loss, expense, including reasonable attorneys' fees, or claims for injury or damages arising out of their performance of the project or operation or use of the equipment that is subject to this Agreement. 4) Notices: Any notice which may be required under this Agreement shall be in writing, shall be effective when received, and shall be given by personal service, by U.S. Postal Service mail, or by certified mail (return receipt requested), to the addresses set forth below, or to such addresses which may be specified in writing to the Parties hereto, Executive,Director Sonoma County Transportation Authority 490 Mendocino Avenue, Ste, 206 Santa Rosa, CA 95401 Air Pollution Control Officer Bay Area Air Quality Management District 939 Ellis Street San Francisco, CA 94109 5) Program Liaison: Within thirty (3 0) days from the Effective Date of this Agreement, the County Program Manager shall notify the Air District of the County Program Manager's Program Liaison and of the Liaison's address, telephone number, and email address. The Program Liaison shall be the liaison to the Air District pertaining to implementation of this Agreement and shall be the contact for information about the Program and Program Projects. The County Program Manager shall notify the Air District of the change of Program Liaison or of the Liaison's contact information in writing no later than thirty (30) days from the date of any change. 6) Additional Provisions and Additional Acts and Documents: Each Party agrees to do all such things and take all such actions, and to make, execute and deliver such other documents that are reasonably required to carry out the provisions, intent and purpose of this Agreement. All attachments to this Agreement are expressly incorporated herein by this reference and made a part hereof as though fully set forth, 7) Integration: This Agreement, including all attachments hereto, represents the final, complete, and exclusive statement of the agreement between the Air District and the County Program Manager related to the Parties' rights and obligations and subject matter described in this Agreement, and supersedes all prior and other contemporaneous understandings and agreements of the parties pertaining to the terms and conditions herein, No Party has been induced to enter into this Agreement by, not is any Party relying upon, any representation or warranty outside those expressly set forth herein. 8) Amendment: This Agreement may not be modified except in.writing, signed by both Parties hereto, and any attempt at oral modification of this Agreement shall be void and of no effect. FYE 2016 TFCA County Program Manager Agreement 16-SON Page 7 of 9 41 9) independent Contractor: Neither the County Program Manager nor its officers, employees, agents, or representative shall be considered employees or agents of the Air District, 10) Assignment: Neither Party shall assign, sell, license, or otherwise transfer any rights or obligations under this Agreement without the prior written consent of the other Party, 11) Waiver: No waiver of a breach, of failure of any condition, or of any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the Party waiving the breach, failure, right, or remedy, No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Further, the failure of a Party to enforce po formance by the other Party of any term, covenant, or condition of this Agreement, and the failure of a Party to exercise any rights or remedies hereunder, shall not be deemed a waiver or relinquishment by that Party to enforce future performance of any such terms, covenants, or conditions, or to exercise any future rights or remedies, 12) Severability: If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable or invalid in whole or in part for any reason, the validity. and enforceability of the remaining provisions, or portions of them, will not be affected. 13) Force Majeure: Neither the Air District nor the County Program Manager shall be liable for or deemed to be in default for any delay or failure in performance under this Agreement or interruption of services resulting, directly or indirectly, from acts of God, enemy or hostile governmental action, civil commotion, strikes, lockouts, labor disputes, fire or other casualty, judicial orders, governmental controls, regulations or restrictions, inability to obtain labor or materials or reasonable substitutes for labor or materials necessary for performance of this Agreement, or other causes, except financial that are beyond the reasonable control of the Air District or the County Program Manager, 14) Governing Law: Any dispute that arises under or relates to this Agreement shall be governed by California law, excluding any laws that direct the application of another jurisdiction's laws. Venue for resolution of any dispute that arises under or relates to this Agreement, including mediation, shall be San Francisco, California. 15) Effective Date: The effective date of this Agreement is the date the Air District Executive Officer /Air Pollution Control Officer executes the Agreement (the "Effective Date "). 16) Survival of Terms: Any terns of this Agreement that by their nature extend beyond the tern. (or termination) of this Agreement shall remain in effect until fulfilled, and shall apply to both parties' respective successors and assigns, Such terns include, but may not be limited to, the auditing requirements set forth in Section II, Paragraph 11, FY. E 2016 TFCA County Program Manager Agreement 16 -S ON Page 8 of 9 42 IN WITNESS WHEREOF, the County Progr this Agreement as of the date listed below. FOR COUNTY PROGRAM MANAGER: by: t L k 4 4,-I _- Suzanne S it Sonoma County Transportation Authority am Manager and the Air District have entered into FOR AYR. DISTRICT: b � Date: ir 1Z,0 Jack P. Broadbent' Executive Officer /APCO Bay Area Air Quality Management District Approve4s to legal form (optioja:ao Approved as to legal form: by: by: 4 Sonoma County Transportation Authority Brian L, Bung r, Dist `ct Counsel Bay Area Air QbWManagement District FYE 2016 TFCA County Program Manager Agreement 16 -SON Page 9 of 9 43 Attachment A 16 -SON FYE 2016 SUMMARY INFORMATION County program Manager Agency Name: Sonoma County Transportation Authority Address: 490 Mendocino Avenue Ste, 206 Santa Rosa, CA 95401 _ PART A. NEW TFCA FUNDS 1. Estimated FYE 2016 DMV revenues (based on projected CY2014 revenues): Line 1: $566,388 2, Difference between prior -year estimate and actual revenue:' Line 2: $22,864.60 a, Actual FYE 2014 DMV revenues (based on CY2013): $589,483,60 b, Estimated FYE 2014 DMV revenues (based on CY2013): $566,619.00 ('a' minus 'b' equals Line 2.) 3, Estimated New Allocation (Sum of lines 1 and 2): Line 3: $589,252 4. Interest income. List interest earned on TFCA funds in calendar year 2014, Line 4: $5,036,11. 5, Estimated TFCA monies budgeted for administration:' Line 5: $29,463 (Note: This amount may not exceed 5% of line 3.) 6. Total new TFCA funds available in FYE 2016 for projects and administration Line 6: $594,288 (Add Lines 3 and 4. These funds are subject to the six -month allocation deadline,) PART B: TFCA FUNDS AVAILABLE FOR REPROGRAMMING 7, Total amount from previously funded projects available for Line 7: $ 113 reprogramming to other projects. (Enterzero (0) if none,) (Note: Reprogrammed funds originating from pre -2006 projects are not subject to the six -month allocation deadline.) PART C. TOTAL AVAILABLE TFCA FUNDS 8. Total Available TFCA Funds (Sum of Lines 6 and 7) Line 8: $594,401_ 9, Estimated Total TFCA funds available for projects (Line 8 minus Line 5) Line 9: $564,938 1 The "Estimated TFCA funds budgeted for administration" amount is listed for Informational purposes only, Per California Health and Safety Code Section 44233, County Program Managers must limittheir administrative costs to no more than 5% of the actual total revenue received from the Air District, 45 RAAt3mn TFCA Fundina Aareement for County Program Managers Pacle 1 of 2 Attachment A 16 -SON FYE 2016 This page intentionally left blank. BAAQMD TFGA Funding Agreement for County Program Managers Page 2 A Attachment D 16 -SON FYE 2016 INSURANCE REQUIREMENTS Verification of Coverage The County Program Manager shall obtain and maintain certificates and /or other evidence of the insurance coverage required, below. The Air District reserves the right to require the County Program Manager to provide complete, certified copies of any insurance offered in compliance with these specifications. Certificates, policies and other evidence provided shall specify that the Air District shall receive 30 days advanced notice of cancellation from the insurers, Minimum Scope of Insurance Throughout the Term as defined in Section IV of the Agreement, the County Program Manager shall obtain and maintain in fall force and effect the Liability Insurance as set forth below, and shall require each Sub - awardee to obtain and maintain in full force and effect the Liability Insurance and Property Insurance as set forth below; 1, Liability Insurance with a limit of not less than $1,000,000 per occurrence. Such insurance shall be of the type usual and customary to the business of the County Program Manager and Sub - awardee, and to- the operation of the vehicles, vessels, engines or equipment operated by the Sub- awardee, 2. Property Insurance in an amount of not less than the insurable value of Sub- awardee's vehicles, vessels, engines or equipment funded under the Agreement, and covering all risks of loss, damage or destruction of such vehicles, vessels, engines or equipment. Acceptability of Insurers Insurance is to be placed with insurers with a current AM, Best's rating of no less than A; VII. The Air District may, at its sole discretion, waive or alter this requirement or accept self- insurance in lieu of any required policy of insurance. SAAQMD TFCA Funding Agreement for County Program Managers page 1 of 2 4T Attachment B 16 -SON FYB 2016 TAis page intentionally left blank. BAAQMD TFCA Funding Agreement for County Program Managers Page 2 of 2 48 � I David Glass Mayor Chrls Albertson Teresa BMW A111te Healy Gabe Kearney Dave King Kathy Miller C'ottncll/nemben city Hall ager's Office 11 English Street Petahona, CA 94952 Phone (707) 7784345 Fax (707) 778 -4419 E- A•fafl.- citynlgrQclpelahana.ca.tts Economic Development Phone (707) 778 -4519 Fat' (107) 778 -4586 HbttsbtgDlrlslon Phone (707) 778 -1555 Fav (707) 778 -1586 lnforlwalon CechilologyDivlsion Phone (707) 778 -1417 Fria• (707) 776 -3623 Risk lilanagentent DJvlslon Phone (707) 776 -3695 Fax (707) 716 -3697 n� t011it Wtftll O�iAiNVif CITY OF PETALUMA POST Orrxcr,, Box 61 PETALUMA, CA 949530061 CITY OF PETALUMA •- RTSK MANAGEMENT Self Insurance Certificate CERTIFICATE OF COVERAGE CERTIFICATE HOLDER: Sonoma County Transportation Authority 490 Mendocino Avenue, Suite 206 Santa Rosa, CA 95401 THIS CERTIFIES THAT THE City of Petaluma COVERAGE DESCRIBED HEREIN 11 English Street HAS BEEN ISSUED TO: Petaluma, CA 94952 DESCRIPTION OF ACTIVITY: DATE(S) OF ACTIVITY: LOCATION OF ACTIVITY: Transportation Fund for Clean Air Fund Transfer July 1, 2015 - December 31, 2019 Funding Agreement ENTITY PROVIDING COVERAGE LIMITS EXPIRATION DATE COVERAGE $500,000 S,I.R. / City of Petaluma $40 million liability excess coverage January 1, 2020 through CJPRMA The following coverage is in effect and is provided in part through participation in a risk sharing joint powers authority: comprehensive general and automobile liability as defined in the Memorandum of Coverage on file with the entity and which will be made available upon request. The coverage being provided is limited to the activity and the time, period indicated herein and is subject to all the ter s, conditions and exclusions of the Memorandum of Coverage Ron ' n, Risic ManagcV (767) 776(-31695 J