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HomeMy WebLinkAboutStaff Report 5.B 11/07/2005CITY OF PETALUMA, CALIFORNIA AGENDA BILL 51 November 7, 2005 Aeenda Title: Meetine Date: Resolution Approving Cooperative Agreement Nos. M20004 and November 7, 2005 M50013-05 Between the City of Petaluma and Sonoma County Transportation Authority as Provided by Measure M for Local Road Meetine Time: © 3:00 PM Maintenance Projects and Transit Service. ❑ 7:00 PM Cateeory (check one): © Consent Calendar ❑ Public Hearing ❑ New Business ❑ Unfinished Business ❑ Presentation Denartment: Director: Contact Person: Phone Number: Public Works mce Marengo Susan Laclde 778-4478 0J Cost of Proposal: Annual dollar amount to be received based on the Account Number: formula set forth in Measure M. Amount may vary annually Local Road Maintenance -44220 depending on revenue received from sales tax. Transit Service - Name of Fund: Amount Budeeted: $0 Local Road Maintenance — 2630 Transit Service - Attachments to Aeenda Packet Item: Cooperative Agreement and Resolution Approving Cooperative Funding Agreement No. M20004 for Local Road Maintenance Projects Cooperative Agreement and Resolution Approving Cooperative Funding Agreement No. M50013-05 for Transit Services Summary Statement: The City of Petaluma is scheduled to receive local road maintenance and transit service funds in February 2006. In order for the City to receive those funds, it must enter into a cooperative agreement between Sonoma County Transportation Authority and the City. Recommended City Council Action/Sueeested Motion: Approve two separate resolutions authorizing the City of Petaluma to enter into Cooperative Funding Agreement No. M20004 between the Sonoma County Transportation Authority and the City for local road maintenance projects and authorizing the City of Petaluma to enter into Cooperative Agreement No. M50013-05 between the Sonoma County Transportation Authority and the City for transit services. Reviewed by Admin. Svcs. Dir. Date: Todav's Date:—, 10/13/05 Reviewed by City Attorney: Date: Revision # and Date Revised: Aaurove i Manaeer: Date: File Code: Sue\local road maintenance coop agreement CITY OF PETALUMA, CALIFORNIA NOVEMBER 7, 2005 AGENDA REPORT FOR RESOLUTION APPROVING TIIE COOPERATIVE AGREEMENT NOS. M20004 AND M50013-05 BETWEEN THE CITY OF PETALUMA AND SONOMA COUNTY TRANSPORTATION AUTHORITY AS PROVIDED BY MEASURE M FOR LOCAL ROAD MAINTENANCE PROJECTS AND TRANSIT SERVICE 1. EXECUTIVE SUMMARY: The City of Petaluma is scheduled to receive local road maintenance and transit service funds in February 2006. In order for the City to receive those funds, it must enter into a cooperative agreement between Sonoma County Transportation Authority and the City. 2. BACKGROUND: Sales tax Measure M was approved by 67.2% of Sonoma County voters on November 2, 2004 Highlights of the expenditure plan include: 20% of the funds will be used to fix potholes and maintain local streets 20% of the funds will be used for key local road projects throughout the County 40% of the funds will help fund Hwy. 101 widening throughout the County 10% of the funds will go to improving local bus transit service 5% of the funds will go to SMART for the development of passenger rail service 4% of the funds will be used for bicycle and pedestrian routes. The cooperative agreements attached are specifically for local road maintenance and transit services. Measure M Proerams and Proiects Road maintenance funding will be allocated annually to the City. Appropriations will be made during the third quarter of each fiscal year beginning in FY 05-06, no later than February 1 of each year. The cooperative funding agreement must be approved prior to the occurrence of the first appropriation. The City will be allowed to bank its allocated amount for no more than three years. After the close of each fiscal year, the Sonoma County Transportation Authority (SCTA) will require a letter from the City outlining how the Measure M funds have been spent (including interest earned), a description of what projects were completed, and how public information requirements were met (i.e., displaying the Measure M logo on signs at the construction site). Eligible expenses under the local street and road maintenance funding category relate directly to fixing existing roads and keeping them maintained. All projects will take into consideration bicycle and pedestrian needs and appropriate safety measures. Traffic calming and intelligent transportation system technology and system implementation are eligible for sales tax revenue in the program category, but not required. The formula distribution for these funds is based on 50% road miles and 50% population. Z Bus transit funding will be allocated quarterly to each transit operator, beginning with the first appropriation at the end of the first quarter of FY 05-06. The annual estimate of Measure M funding will be included in the annual Coordinated Claim. A cooperative funding agreement must be approved prior to the occurrence of the first appropriation. Transit operators will be required to submit a letter to the SCTA on an annual basis outlining how the Measure M funding was spent, including a full accounting of the Measure M funds (as well as interest earned), a description of what projects were completed, and how performance standards were met (i.e., identifying the project benefits and discussing how the improvement project is assisting in traffic congestion relief). Eligible transit services include express bus service, later evening service, enhanced services for the elderly and disabled and other transit opportunities that may arise. 3. ALTERNATIVES: The City of Petaluma will not receive the funding allocated by Measure M. 4. FINANCIAL IMPACTS: The City of Petaluma will receive funds annually for local road projects and funds quarterly for transit services. The anticipated total funding over 20 years for the City of Petaluma local road projects is an estimated $8,335,600, based on a population/road mile percentage of 8.9%. The anticipated total funding over 20 years for the City of Petaluma transit services is estimated to be $5,572,301, based on the Transportation Development Act (TDA) population formula currently in use. 5. CONCLUSION: After the cooperative agreements are approved by the City Council, staff will submit them, along with the resolutions, to SCTA for upcoming approval by the Sonoma County Board of Supervisors. 6. OUTCOMES OR PERFORMANCE MEASUREMENTS TIIAT WILL IDENTIFY SUCCESS OR COMPLETION: Improved local roadway system and transit service. RECOMMENDATION: Approve two separate resolutions authorizing the City of Petaluma to enter into Cooperative Funding Agreement No. M20004 between the Sonoma County Transportation Authority and the City for local road maintenance projects and authorizing the City of Petaluma to enter into Cooperative Agreement No. M50013-05 between the Sonoma County Transportation Authority and the City for transit services. 3 TRANSIT PACKAGE RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PETALUMA, COUNTY OF SONOMA, STATE OF CALIFORNIA, APPROVING A COOPERATIVE FUNDING AGREEMENT NO. M50013-05 WITH SONOMA COUNTY TRANSPORTATION AUTHORITY IN CONNECTION WITH TRANSIT SERVICES WHEREAS, Pursuant to the Strategic Plan and Measure M, Sonoma County Transportation Authority (hereinafter called the "Authority") is committed to make available annual payments to the City of Petaluma for such Transit Services based on the formula set forth in Measure M; and WHEREAS, the City of Petaluma and the Authority desire to enter into a Cooperative Funding Agreement to define a framework to enable the two parties to work cooperatively in providing transit services consisting generally of expanded fixed route service, enhanced paratransit service, maintenance, capital bus purchases and other capital needs deemed necessary and appropriate (hereinafter "Transit Services"). NOW, THEREFORE, BE IT RESOLVED, that the Mayor is hereby authorized to execute Cooperative Funding Agreement No. M50013-05 (hereinafter "Cooperative Agreement") with the Authority; and BE IT FURTHER RESOLVED, that the Director of Public Works is hereby authorized and directed to execute such other documents as may be required by the Authority, consistent with this Resolution and the Cooperative Agreement, to secure the funding described in the Cooperative Agreement for Transit Services. ZA COOPERATIVE FUNDING AGREEMENT NO. M50013-05 BETWEEN THE SONOMA COUNTY TRANSPORTATION AUTHORITY AND CITY OF PETALUMA This Agreement is made and entered into as of 120 ('Effective Date") by and between the City of Petaluma hereinafter referred to as "TRANSIT OPERATOR" and the SONOMA COUNTY TRANSPORTATION AUTHORITY hereinafter referred to as "AUTHORITY. " RECITALS 1. AUTHORITY adopted that certain 2005 Strategic Plan that sets forth AUTHORITY's program and project implementation policies with regard to the use of funds provided under the 2004 Traffic Relief Act for Sonoma County Expenditure Plan and Ordinance approved by the voters of Sonoma County on November 2, 2004 (hereinafter referred to as "Measure M"). The 2005 Strategic Plan as such plan may be amended from time to time is hereinafter referred to as the "Strategic Plan" 2. Pursuant to the Strategic Plan and Measure M, AUTHORITY and TRANSIT OPERATOR desire to enter into a Cooperative Funding Agreement to define a framework to enable the two parties to work cooperatively in providing transit services consisting generally of expanded fixed route service, enhanced paratransit service, maintenance, capital bus purchases and other capital needs deemed necessary and appropriate by AUTHORITY and TRANSIT OPERATOR (hereinafter "Transit Services"). 3. Pursuant to the Strategic Plan and Measure M, AUTHORITY is committed to make available quarterly payments to TRANSIT OPERATOR based on actual receipts of sales tax revenue and as accounted for in the Coordinated Claim to assist TRANSIT OPERATOR in providing Transit Services. NOW, THEREFORE, in consideration of the foregoing, AUTHORITY and TRANSIT OPERATOR do hereby agree as follows: TRANSIT OPERATOR AGREES: SECTION I Cooperative Funding Agreement No. M50013-05 City of Petaluma 1. Compliance with Laws. With regard to providing Transit Services, TRANSIT OPERATOR shall at all times comply with all applicable laws of the United States, the State of California, the County, and with all applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term of this Agreement. 2. Records. To allow AUTHORITY to audit all expenditures relating to Transit Services funded through this Agreement. For the duration of the Transit Services funded under this Agreement, and for five (5) years following the discharge of this Agreement, TRANSIT OPERATOR shall make available to AUTHORITY all records relating to expenses incurred in performance of this Agreement. 3. Reoorting Requirements. To provide annual updates on the Transit Services to AUTHORITY in the form attached hereto as Exhibit A. 610119 0 193015 11 AUTHORITY AGREES: 1. Allocation of Funding. Consistent with its Strategic Plan, to make available Measure M funds to TRANSIT OPERATOR for such Transit Services based on the formula set forth in the annually adopted Coordinated Claim. AUTHORITY shall distribute such funds to TRANSIT OPERATOR on a quarterly basis. 2. Notice of Audit. To provide timely notice to TRANSIT OPERATOR if an audit is to be conducted. SECTION III IT IS MUTUALLY AGREED: 1. Term. This Agreement will remain in effect until discharged as provided in Paragraph 2 or 11 of this Section III. Discharge. This Agreement shall be subject to discharge as follows: a. This Agreement may be canceled by a party for breach of any obligation, covenant or condition hereof by the other party, upon notice to the breaching party. With respect to any breach which is reasonably capable of being cured, the breaching party shall have thirty (30) days from the Cooperative Funding Agreement No. M50013-05 City of Petaluma I date of the notice to initiate steps to cure. If the breaching party diligently pursues cure, such party shall be allowed a reasonable time to cure, not to exceed sixty (60) days from the date of the initial notice, unless a further extension is granted by the non -breaching party. On cancellation, the non - breaching party retains the same rights as a party exercising its right to terminate under the provisions of paragraph 3(a), except that the canceling party also retains any remedy for breach of the whole contract or any unperformed balance. If the Agreement is cancelled by AUTHORITY because TRANSIT OPERATOR has failed to meet the reporting or basic operational requirements under Measure M or the Strategic Plan, AUTHORITY may, at its option, demand repayment of all unexpended funds and funds determined by audit not to have been expended as provided for in this Agreement, with interest accrued thereon as would have accrued had such funds been invested in the Sonoma County Treasury Pool; and, further, to offset such balances due AUTHORITY from any other Measure M funds due TRANSIT OPERATOR. b. By mutual consent of both parties, this Agreement may be terminated at any time. Upon termination by mutual consent, TRANSIT OPERATOR shall repay to AUTHORITY any unexpended funds originally provided to TRANSIT OPERATOR under this Agreement, and any interest that has accrued thereon. 3. Indemnity. TRANSIT OPERATOR agrees to accept all responsibility for loss or damage to any person or entity, including but not limited to AUTHORITY, and to defend, indemnify, hold harmless, reimburse and release AUTHORITY, its officers, agents, employees, successors and assigns from and against any and all actions, claims, damages, disabilities, liabilities and expense including, but not limited to attorneys' fees and the cost of litigation incurred in the defense of claims as to which this indemnity applies or incurred in an action by AUTHORITY to enforce the indemnity provisions herein, whether arising from personal injury, property damage or economic loss of any type, that may be asserted by any person or entity, including TRANSIT OPERATOR, arising out of or in connection with the receipt or use of funds provided pursuant to this Agreement, whether or not there is concurrent negligence on the part of AUTHORITY, but, to the extent required by law, excluding liability due to the sole or active negligence or due to the willful misconduct of AUTHORITY. If there is a possible obligation to indemnify, TRANSIT OPERATOR's duty to defend exists regardless of whether it is ultimately determined that there is not a duty to indemnify. AUTHORITY shall have the right to select its own legal counsel at the expense of TRANSIT OPERATOR, subject to TRANSIT OPERATOR's approval, which approval shall not be unreasonably withheld. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for TRANSIT OPERATOR or its agents under workers' compensation acts, disability benefits acts, or other employee benefit acts. 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, or by certified or registered Cooperative Funding Agreement No. M50013-05 City of Petaluma 7 mail, return receipt requested, to the addresses set forth below, or to such addresses which may be specified in writing to the parties hereto. To TRANSIT OPERATION: Vince Marengo Director of Public Works City of Petaluma 11 English Street Petaluma, CA 94952 707-778-4421 vmareneo(@ci.Detaluma.ca.us To AUTHORITY: Suzanne Wilford Executive Director Sonoma County Transportation Authority 520 Mendocino Avenue, Suite 240 Santa Rosa, CA 95401 707-565-5373 swilfordasctainfo, ore 5. 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 the Agreement. 6. Integration. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof. No representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in other contemporaneous written agreements. 7. Amendment. This Agreement may not be changed, modified or rescinded except in writing, signed by all parties hereto, and any attempt at oral modification of this Agreement shall be void and of no effect. 8. Independent Agencv. TRANSIT OPERATOR renders its services under this Agreement as an independent agency. None of the TRANSIT OPERATOR's agents or employees shall be agents or employees of the AUTHORITY. 9. Assignment. The Agreement may not be assigned, transferred, hypothecated, or pledged by any party without the express written consent of the other party. 10. Successors. This Agreement shall be binding upon the successor(s), assignee(s) or transferee(s) of the AUTHORITY or TRANSIT OPERATOR as the case may be. This provision Cooperative Funding Agreement No. M50013-05 City of Petaluma I shall not be construed as an authorization to assign, transfer, hypothecate or pledge this Agreement other than as provided above. 11. Severabilitv. Should any part of this Agreement be determined to be unenforceable, invalid, or beyond the authority of either party to enter into or carry out, such determination shall not affect the validity of the remainder of this Agreement which shall continue in full force and effect; provided that, the remainder of this Agreement can, absent the excised portion, be reasonably interpreted to give effect to the intentions of the parties. 12. Limitation. All obligations of AUTHORITY under the terms of this Agreement are expressly subject to AUTHORITY's continued authorization to collect and expend the sales tax proceeds provided by Measure M. If for any reason AUTHORITY's right to collect or expend such sales tax proceeds is terminated or suspended in whole or part, AUTHORITY shall promptly notify TRANSIT OPERATOR, and the parties shall consult on a course of action. If, after twenty five (25) working days, a course of action is not agreed upon by the parties, this Agreement shall be deemed terminated by mutual or joint consent; provided, that any future obligation to fund from the date of the notice shall be expressly limited by and subject to (i) the lawful ability of AUTHORITY to expend sales tax proceeds for the purposes of the Agreement; and (ii) the availability, taking into consideration all the obligations of AUTHORITY under all outstanding contracts, agreements to other obligations of AUTHORITY, of funds for such purposes. Cooperative Funding Agreement No. M50013-05 City of Petaluma I IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. CITY OF PETALUMA By: David Glass, Mayor, City of Petaluma /:V0I*39 LIN APPROVED AS TO LEGAL FORM FOR TRANSIT OPERATOR: .2 City Attorney SONOMA COUNTY TRANSPORTATION AUTHORITY By: Paul Kelley, Chair, SCTA APPROVED AS TO SUBSTANCE: LE Suzanne Wilford, Executive Director Authority Legal Counsel Cooperative Funding Agreement No. M50013-05 City of Petaluma Z COOPERATIVE FUNDING AGREEMENT NO. M50012-05 Between the SONOMA COUNTY TRANSPORTATION AUTHORITY DRAFT 03/2005 Exhibit A And CITY OF PETALUMA EXHIBIT A FORM OF REPORTING LETTER Cooperative Funding Agreement No. City of Page _ of _ David Glass Atator Keith Canevaro dike Harris dike Mealy Karen Nan Mike O'Brien Pamela Torliatt Councibnenthers Public Facilities & services 555 N. AkDonell Blvd. Petaluma, Cd 94954 Phone (707) 778-4303 Fay (70 7) 7 78-443 7 E -Alai/: pmbfacthties(la ci.petatama.ca.us Corporation Yard 840 Hopper St. Ext. Petaluma, Cd 94951 Phone (707) 778-4395 Far (707) 778-4499 Trac/Engineering 555 N. AfeDooell Blvd. Petaluma, Cd 94954 Phone (707) 778-4303 Fax (707) 778-4437 POST OFFICE BOX 61 PETALUMA, CA 94953-0061 EXHIBIT "A" SAMPLE PROJECT SPONSOR REPORTING LETTER {Date} Sonoma County Transportation Authority 520 Mendocino Avenue, Suite 240 Dear SCTA Chairman: The City of/County of ------ is pleased to present information related to Measure M funding for the following projects for FY ---: The Transit Allocation for this fiscal year was used for the following: Measure M Financial Information A Current FY Allocation $ B Unspent Prior Allocations $ C Interest earned on Unspent Prior Allocations $ D Total Fundinq Available in Current FY A+B+C E Total Fundinq Spent in Current FY K F Total Measure M Rollover to Next FY D -E Estimate the amount of Measure M fundinq spent on each type of work: G Operations $ H Maintenance $ 1 Capital $ J Other $ K Total Fundinq Spent in Current FY G+H+I+J Description of Measure M Expenditures on Local Road Maintenance N Describe work done with Transit Funding on such work as operations, maintenance or capital projects. Report on public information requirements O Did you display the Measure M logo on transit vehicles? Please enclose picture. 12 i P Did you provide digital pictures of transit vehicles and capital projects? Q Did you identify Measure M on your web site? Please provide link. R Did you include the SCTA and Measure M in any press releases, ground breakings or ribbon cuttings? S Identify project benefits and discuss how the funds from this program category assist in congestion relief. T Identify how the project is addressing the goals of Measure M as set out in the expenditure plan. U Did you participate in the development of the Measure M annual report? If you have any questions regarding the Transit Service information please contact: Name: James Ryan Phone: 707-778-4421 Email: jryan@ci.petaluma.ca.us Sincerely, Vince Marengo Director of Public Works 13 LOCAL ROAD MAINTENANCE PACKAGE RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PETALUMA, COUNTY OF SONOMA, STATE OF CALIFORNIA, APPROVING A COOPERATIVE FUNDING AGREEMENT NO. M20004 WITH SONOMA COUNTY TRANSPORTATION AUTHORITY IN CONNECTION WITH LOCAL MAINTENANCE PROJECTS WHEREAS, Pursuant to the Strategic Plan and Measure M, Sonoma County Transportation Authority (hereinafter called the "Authority") is committed to make available annual payments to the City of Petaluma for such Local Maintenance Projects based on the formula set forth in Measure M; and WHEREAS, the City of Petaluma and the Authority desire to enter into a Cooperative Funding Agreement to define a framework to enable the two parties to work cooperatively in allocating funding for local road maintenance and related eligible work as described in the Strategic Plan (hereinafter "Local Maintenance Projects"). NOW, THEREFORE, BE IT RESOLVED, that the Mayor is hereby authorized to execute Cooperative Funding Agreement No. M20004 (hereinafter "Cooperative Agreement') with the Authority; and BE IT FURTHER RESOLVED, that the Director of Public Works is hereby authorized and directed to execute such other documents as may be required by the Authority, consistent with this Resolution and the Cooperative Agreement, to secure the fimding described in the Cooperative Agreement for Local Maintenance Projects. 1� COOPERATIVE FUNDING AGREEMENT NO. M20004 BETWEEN THE SONOMA COUNTY TRANSPORTATION AUTHORITY AND CITY OF PETALUMA This Agreement is made and entered into as of 20 ("Effective Date") by and between the City of Petaluma, hereinafter referred to as "CITY" and the SONOMA COUNTY TRANSPORTATION AUTHORITY, hereinafter referred to as "AUTHORITY." RECITALS 1. AUTHORITY adopted that certain 2005 Strategic Plan that sets forth AUTHORITY's program and project implementation policies with regard to the use of funds provided under the 2004 Traffic Relief Act for Sonoma County Expenditure Plan and Ordinance approved by the voters of Sonoma County on November 2, 2004 (hereinafter referred to as "Measure M"). The 2005 Strategic Plan as such plan may be amended from time to time is hereinafter referred to as the "Strategic Plan" 2. Pursuant to the Strategic Plan and Measure M, AUTHORITY and CITY desire to enter into a Cooperative Funding Agreement to define a framework to enable the two parties to work cooperatively in allocating funding for local road maintenance and related eligible work as described in the Strategic Plan (hereinafter "Local Maintenance Projects"). 3. Pursuant to the Strategic Plan and Measure M, AUTHORITY is committed to make available annual payments to CITY for such Local Maintenance Projects based on the formula set forth in Measure M. NOW, THEREFORE, in consideration of the foregoing, AUTHORITY and CITY do hereby agree as follows: SECTION I CITY AGREES: 1. Compliance with Laws. With regard to the Local Maintenance Projects, CITY shall at all times comply with all applicable laws of the United States, the State of California, the County, and with all applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term of this Agreement. Cooperative Funding Agreement No. M20004 City of Petaluma I� 2. Records. To allow AUTHORITY to audit all expenditures relating to Local Maintenance Projects funded through this Agreement. For the duration of the Local Maintenance Projects funded under this Agreement, and for five (5) years following the discharge of this Agreement, CITY shall make available to AUTHORITY all records relating to expenses incurred in performance of this Agreement. 3. Renortina Requirements. To provide annual updates on the Local Maintenance Projects to AUTHORITY in the form attached hereto as Exhibit A. SECTION II AUTHORITY AGREES: 1. Allocation of Funding. Consistent with its Strategic Plan, to make available Measure M funds to CITY for such Local Maintenance Projects based on the formula set forth in Measure M. AUTHORITY shall distribute such funds to CITY on an annual basis. 2. Notice of Audit. To provide timely notice to CITY if an audit is to be conducted. SECTION III IT IS MUTUALLY AGREED: 1. Term. This Agreement will remain in effect until discharged as provided in Paragraph 2 or 11 of this Section III. Discharge. This Agreement shall be subject to discharge as follows: a. This Agreement may be canceled by a party for breach of any obligation, covenant or condition hereof by the other party, upon notice to the breaching party. With respect to any breach which is reasonably capable of being cured, the breaching party shall have thirty (30) days from the date of the notice to initiate steps to cure. If the breaching party diligently pursues cure, such party shall be allowed a reasonable time to cure, not to exceed sixty (60) days from the date of the initial notice, unless a further extension is granted by the non -breaching party. On cancellation, the non - breaching party retains the same rights as a party exercising its right to terminate under the provisions of paragraph 3(a), except that the canceling party also retains any remedy for breach of the whole contract or any unperformed balance. If the Agreement is cancelled by AUTHORITY because CITY has failed to meet the reporting or basic operational requirements under Measure M or the Strategic Plan, AUTHORITY may, at its option, demand repayment of all unexpended funds and funds Cooperative Funding Agreement No. M20004 City of Petaluma 0 determined by audit not to have been expended as provided for in this Agreement, with interest accrued thereon as would have accrued had such funds been invested in the Sonoma County Treasury Pool; and, further, to offset such balances due AUTHORITY from any other Measure M funds due CITY. b. By mutual consent of both parties, this Agreement may be terminated at any time. Upon termination by mutual consent, CITY shall repay to AUTHORITY any unexpended funds originally provided to CITY under this Agreement, and any interest that has accrued thereon. 3. Indemnity. CITY agrees to accept all responsibility for loss or damage to any person or entity, including but not limited to AUTHORITY, and to defend, indemnify, hold harmless, reimburse and release AUTHORITY, its officers, agents, employees, successors and assigns from and against any and all actions, claims, damages, disabilities, liabilities and expense including, but not limited to attorneys' fees and the cost of litigation incurred in the defense of claims as to which this indemnity applies or incurred in an action by AUTHORITY to enforce the indemnity provisions herein, whether arising from personal injury, property damage or economic loss of any type, that may be asserted by any person or entity, including CITY, arising out of or in connection with the receipt or use of funds provided pursuant to this Agreement, whether or not there is concurrent negligence on the part of AUTHORITY, but, to the extent required by law, excluding liability due to the sole or active negligence or due to the willful misconduct of AUTHORITY. If there is a possible obligation to indemnify, CITY's duty to defend exists regardless of whether it is ultimately determined that there is not a duty to indemnify. AUTHORITY shall have the right to select its own legal counsel at the expense of CITY, subject to CITY's approval, which approval shall not be unreasonably withheld. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for CITY or its agents under workers' compensation acts, disability benefits acts, or other employee benefit acts. 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, or by certified or registered mail, return receipt requested, to the addresses set forth below, or to such addresses which may be specified in writing to the parties hereto. To CITY: Vince Marengo, Director of Public Works City of Petaluma 11 English Street Petaluma, CA 94952 707-778-4421 vmareneo(a)ci.Detaluma. ca. us To AUTHORITY: Suzanne Wilford Executive Director Sonoma County Transportation Authority Cooperative Funding Agreement No. M20004 City of Petaluma 1-7 520 Mendocino Avenue, Suite 240 Santa Rosa, CA 95401 707-565-5373 swilfordasonoma-county. ore 5. 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 the Agreement. 6. Integration. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof. No representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in other contemporaneous written agreements. 7. Amendment. This Agreement may not be changed, modified or rescinded except in writing, signed by all parties hereto, and any attempt at oral modification of this Agreement shall be void and of no effect. 8. Independent Aeencv. CITY renders its services under this Agreement as an independent agency. None of the CITY's agents or employees shall be agents or employees of the AUTHORITY. 9. Assienment. The Agreement may not be assigned, transferred, hypothecated, or pledged by any party without the express written consent of the other party. 10. Successors. This Agreement shall be binding upon the successor(s), assignee(s) or transferee(s) of the AUTHORITY or CITY as the case may be. This provision shall not be construed as an authorization to assign, transfer, hypothecate or pledge this Agreement other than as provided above. 11. Severabilitv. Should any part of this Agreement be determined to be unenforceable, invalid, or beyond the authority of either party to enter into or carry out, such determination shall not affect the validity of the remainder of this Agreement which shall continue in full force and effect; provided that, the remainder of this Agreement can, absent the excised portion, be reasonably interpreted to give effect to the intentions of the parties. 12. Limitation. All obligations of AUTHORITY under the terms of this Agreement are expressly subject to AUTHORITY's continued authorization to collect and expend the sales tax proceeds provided by Measure M. If for any reason AUTHORITY's right to collect or expend such sales tax proceeds is terminated or suspended in whole or part, AUTHORITY shall promptly notify CITY, and the parties shall consult on a course of action. If, after twenty five (25) working days, a course of action is not agreed upon by the parties, this Agreement shall be deemed terminated by Cooperative Funding Agreement No. M20004 City of Petaluma I mutual or joint consent; provided, that any future obligation to fund from the date of the notice shall be expressly limited by and subject to (i) the lawful ability of AUTHORITY to expend sales tax proceeds for the purposes of the Agreement; and (ii) the availability, taking into consideration all the obligations of AUTHORITY under all outstanding contracts, agreements to other obligations of AUTHORITY, of funds for such purposes. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. CITY OF PETALUMA By: David Glass, Mayor ATTEST: By: APPROVED AS TO LEGAL FORM FOR CITY: U7 City Attorney SONOMA COUNTY TRANSPORTATION AUTHORITY By: Paul Kelley, Chairman APPROVED AS TO SUBSTANCE: U-7 Suzanne Wilford, Executive Director By: Authority Counsel Cooperative Funding Agreement No. M20004 City of Petaluma a COOPERATIVE FUNDING AGREEMENT NO. M20004 Between the SONOMA COUNTY TRANSPORTATION AUTHORITY DRAFT 03/2005 Exhibit A And CITY OF PETALUMA EXHIBIT A FORM OF REPORTING LETTER Cooperative Funding Agreement No. City of Page _ of _ 20 David Glass a/avor Keith Canevaro Nuke Darris Mice Healy Karen Nau Alike O'Brien Pamela Torliatl Councibnembers Public Facilities & Services 555 N. AlcDouell Blvd. Petaluma, Cd 94954 Phone (707) 778-4303 Fax (707) 778-4437 E -Mail, pubfacilities© ci.petahuna.ca.us Corporation Yard 840 Hopper St. Ext. Petaluma, Cd 94953 Phone (707) 778-4395 Fax (707) 778-4499 Traffic /Engineering 555 N AlcDonvIl Blvd. Petaluma, Cl 94954 Phone (707) 778-4303 Fax (707) 778-4437 POST OFFICE Box 61 PETALUMA, CA 94953-0061 EXHIBIT "A" SAMPLE PROJECT SPONSOR REPORTING LETTER (Date} Sonoma County Transportation Authority 520 Mendocino Avenue, Suite 240 Dear SCTA Chairman: The City of Petaluma is pleased to present information related to Measure M funding for the following projects for FY Local Road Maintenance Allocation expenses in this fiscal year included the following: Measure M Financial Information A Current FY Allocation $ B Unspent Prior Allocations $ C Interest earned on Unspent Prior Allocations $ D Total Fundinq Available in Current FY A+B+C E Total Fundinq Spent in Current FY L F Total Measure M Rollover to Next FY D -E Estimate the amount of Measure M fundinq spent on each type of work: G Overlay Proqram $ H Maintenance Proqram $ 1 ITS $ J Traffic Calminq $ K Other $ L Total Fundinq Spent in Current FY G+H+I+J+K Description of Measure M Expenditures on Local Road Maintenance M Describe work done with Local Road Maintenance Funding on such work as overlays, general maintenance, pothole repair, ITS, and traffic calming. Describe how bicycle/pedestrian needs were considered. Report on public information requirements N Did you display the Measure M logo on signs at the construction site or on vehicles? Please enclose picture. O Did you provide digital pictures of projects before, during and after construction? 21 P Did you identify Measure M on your web site? Please provide link Q Did you include the SCTA and Measure M in any press releases, ground breakings or ribbon cuttings? R Identify project benefits and discuss how the funds from this program category assist in congestion relief. S Identify how the project is addressing the goals of Measure M as set out in the expenditure plan. T Did you participate in the development of the Measure M annual report? U Has there been a change in your total road miles in the Pavement Management Proqram? Please explain. If you have any questions regarding the Local Road Maintenance information please contact: Name: Susan Lackie Phone: 707-778-4303 Email: slackie@ci.petaluma.ca.us Sincerely, Vince Marengo Director of Public Works 2-2- November 7, 2005 City of Petaluma, California Memorandum Department afPublic Works, P.O. Bot 61, Petaluma, CA 94953 (707) 778-4474 Fax (707) 776-3602 E-mail: publicivorlrsCaci.peta6ana.ca.us DATE: November 4, 2005 TO: Mike Bierman, City Manager FROM: Vince Marengo, Director, Public Works SUBJECT: Revised Cooperative Agreements Subject to Measure M The attached revised cooperative funding agreements between the Sonoma County Transportation Authority (SCTA) and the City, providing Measure M funding for local road . maintenance and transit services, reflect some minor changes to the indemnity wording. County Counsel has approved the changes, per City Attorney's office. IC � COOPERATIVE FUNDING AGREEMENT NO. M20004 BETWEEN THE SONOMA COUNTY TRANSPORTATION AUTHORITY AND CITY OF PETALUMA This Agreement is made and entered into as of 20 ("Effective Date") by and between the City of Petaluma, hereinafter referred to as "CITY"_ and the SONOMA COUNTY TRANSPORTATION AUTHORITY, hereinafter referred to as "AUTHORITY." RECITALS 1. AUTHORITY adopted that certain 2005 Strategic Plan that sets forth AUTHORITY's program and project implementation policies with regard to the use of funds provided under the 2004 Traffic Relief Act for Sonoma County Expenditure Plan and Ordinance approved by the voters of Sonoma County on November 2, 2004 (hereinafter referred to as "Measure M"). The 2005 Strategic Plan as such plan may be amended from time to time is hereinafter referred to as the "Strategic Plan". 2. Pursuant to the Strategic Plan and Measure M, AUTHORITY and CITY desire to enter into a Cooperative Funding Agreement to define a framework to enable the two parties to work cooperatively in allocating funding for local road maintenance and related eligible work as described in the Strategic Plan (hereinafter "Local Maintenance Projects"). 3. Each party to the Agreement is a public agency duly authorized and existing under the laws of the State of California. 4. CITY desires to undertake Local Maintenance Projects to maintain existing roads on an as needed basis, and to utilize Measure M funding to help defray to costs of those Local Maintenance Projects, to the extent such funds have been set aside by the AUTHORITY in the Strategic Plan for the benefit of the CITY. 5. CITY is authorized in accordance with Section 9 of Article XI of the California Constitution to establish, purchase and operate public works in order to furnish residents with light, water, power, heat, transportation, or means of communication. 6. Pursuant to the Strategic Plan and Measure M, AUTHORITY is committed to make available annual payments to CITY for such Local Maintenance Projects based on the formula set forth in Measure M. 7. AUTHORITY is authorized in accordance with sections 180152 and 180205 of the Local Transportation Authority and Improvement Act (California Public Utilities Code Section 180000 et seq, hereinafter referred to as the "Local Transportation Act") to make contracts and enter into stipulations of any nature whatsoever and to do all acts necessary and convenient for the full exercise of the powers imposed under the Local Transportation Act for the construction, maintenance, Cooperative Funding Agreement No. M20004 City of Petaluma improvement and operation of local streets, roads, and highways, and for the construction, improvement, and operation of public transit systems. NOW, THEREFORE, in consideration of the foregoing, AUTHORITY and CITY do hereby agree as follows: SECTION I CITY AGREES: 1. COmDliance with Laws. With regard to the Local Maintenance Projects, CITY shall at all times comply with all applicable laws of the United States, the State of California, the County, and with all applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term of this Agreement. 2. Records. To allow AUTHORITY to audit all expenditures relating to Local Maintenance Projects funded through this Agreement. For the duration of the Local Maintenance Projects funded under this Agreement, and for five (5) years following the termination of this Agreement, CITY shall make available to AUTHORITY all records relating to expenses incurred in performance of this Agreement. 3. Reuortina Reauirements. To provide annual updates on the Local Maintenance Projects to AUTHORITY in the form attached hereto as Exhibit A . SECTION H AUTHORITY AGREES: 1. Allocation of Funding. Consistent with its Strategic Plan, to make available Measure M funds to CITY for such Local Maintenance Projects based on the formula set forth in Measure M. AUTHORITY shall distribute such funds to CITY on an annual basis. 2. Notice of Audit. To provide timely notice to CITY if an audit is to be conducted. SECTION IH IT IS MUTUALLY AGREED: 1. Term. This Agreement will remain in effect until discharged as provided in Paragraph 2 or 12 of this Section III. 2. Termination. This Agreement shall be subject to termination as follows: Cooperative Funding Agreement No. M20004 City of Petaluma a. This Agreement may be canceled by a non -breaching party for breach of any obligation, covenant or condition hereof by the other party, upon notice to the breaching party. With respect to any breach which is reasonably capable of being cured, the breaching party shall have thirty (30) days from the date of the notice to initiate steps to cure. If the breaching party diligently pursues cure, such party shall be allowed a reasonable time to cure, not to exceed sixty (60) days from the date of the initial notice, unless a further extension is granted by the non -breaching party. On cancellation, the non -breaching party retains the same rights as a party exercising its right to terminate under the provisions of paragraph 2(b), except that the canceling party also retains any remedy for breach of the whole contract or any unperformed balance. If the Agreement is cancelled by AUTHORITY because CITY has failed to meet the reporting or basic operational requirements under Measure M or the Strategic Plan, AUTHORITY may, at its option, demand repayment of all unexpended funds and funds determined by audit not to have been expended as provided for in this Agreement, with interest accrued thereon as would have accrued had such funds been invested in the Sonoma County Treasury Pool; and, further, to offset such balances due AUTHORITY from any other Measure M funds due CITY. b. By mutual consent of both parties, this Agreement may be terminated at any time. Upon termination by mutual consent, CITY shall repay to AUTHORITY any unexpended funds originally provided to CITY under this Agreement, and any interest that has accrued thereon. 3, lndemni . a. This Agreement is not intended to affect the legal liability of CITY or AUTHORITY by imposing any standard of care other than the standard of care imposed by law. b. CITY agrees to accept all responsibility for loss or damage to any person or entity, including but not limited to AUTHORITY, and to defend, indemnify, hold harmless, reimburse and release AUTHORITY, its officers, agents, employees, successors and assigns from and against any and all actions, claims, damages, disabilities, liabilities and expense including, but not limited to attorneys' fees and the cost of litigation incurred in the defense of claims as to which this indemnity applies or incurred in an action by AUTHORITY to enforce the indemnity provisions herein, whether arising from personal injury, property damage or economic loss of any type, that may be asserted by any person or entity, including CITY, arising out of or in connection with the receipt or use of funds provided pursuant to this Agreement, whether or not there is concurrent negligence on the part of AUTHORITY, but, to the extent required by law, excluding liability due to the sole or active negligence or due to the willful misconduct of AUTHORITY. If there is a possible obligation to indemnify, CITY's duty to defend exists regardless of whether it is ultimately determined that there is not a duty to indemnify. In the event that a conflict of interest develops between the CITY and the AUTHORITY during the course of the CITY's defense of the AUTHORITY pursuant to this Agreement and such conflict precludes representation of CITY and AUTHORITY by the same legal counsel, and the CITY and AUTHORITY do not waive the conflict, then AUTHORITY shall have the right to select its own legal counsel at the expense of CITY, subject to CITY's approval, which approval shall not be unreasonably withheld. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for CITY or its agents under workers' compensation acts, disability benefits acts, or other employee benefit acts. Cooperative Funding Agreement No. M20004 City of Petaluma 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, or by certified or registered mail, return receipt requested, to the addresses set forth below, or to such addresses which may be specified in writing to the parties hereto. To CITY: Vince Marengo, Director of Public Works City of Petaluma 11 English Street Petaluma, CA 94952 707-778-4421 vmareneo(a?ci . Detaluma. ca. us To AUTHORITY: Suzanne Wilford Executive Director Sonoma County Transportation Authority 520 Mendocino Avenue, Suite 240 Santa Rosa, CA 95401 707-565-5373 swilfordasonoma-countv . ore 5. 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 the Agreement. 6. Integration. tion. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof. No representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in other contemporaneous written agreements. 7. Amendment. This Agreement may not be changed, modified or rescinded except in writing, signed by all parties hereto, and any attempt at oral modification of this Agreement shall be void and of no effect. 8. Indeuendent Aeencv. CITY renders its services under this Agreement as an independent agency. None of the CITY's agents or employees shall be agents or employees of the AUTHORITY. 9. AssiEnment. The Agreement may not be assigned, transferred, hypothecated, or pledged by any party without the express written consent of the other party. 10. Successors. This Agreement shall be binding upon the successor(s), assignee(s) or transferee(s) of the AUTHORITY or CITY as the case may be. This provision shall not be construed as an authorization to assign, transfer, hypothecate or pledge this Agreement other than as provided above. Cooperative Funding Agreement No. M20004 City of Petaluma 11. Severabilitv. Should any part of this Agreement be determined to be unenforceable, invalid, or beyond the authority of either party to enter into or carry out, such determination shall not affect the validity of the remainder of this Agreement which shall continue in full force and effect; provided that, the remainder of this Agreement can, absent the excised portion, be reasonably interpreted to give effect to the intentions of the parties. 12. Limitation. All obligations of AUTHORITY under the terms of this Agreement are expressly subject to AUTHORITY's continued authorization to collect and expend the sales tax proceeds provided by Measure M. If for any reason AUTHORITY's right to collect or expend such sales tax proceeds is terminated or suspended in whole or part, AUTHORITY shall promptly notify CITY, and the parties shall consult on a course of action. If, after twenty five (25) working days, a course of action is not agreed upon by the parties, this Agreement shall be deemed terminated by mutual consent; provided, that any future obligation to fund from the date of the notice shall be expressly limited by and subject to (i) the lawful ability of AUTHORITY to expend sales tax proceeds for the purposes of the Agreement; and (ii) the availability, taking into consideration all the obligations of AUTHORITY under all outstanding contracts, agreements to other obligations of AUTHORITY, of funds for such purposes. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. CITY OF PETALUMA By: David Glass, Mayor ATTEST: By: APPROVED AS TO LEGAL FORM FOR CITY: By: City Attorney 789848V4 SONOMA COUNTY TRANSPORTATION AUTHORITY By: Paul Kelley, Chairman APPROVED AS TO SUBSTANCE: By: LE Suzanne Wilford, Executive Director Authority Counsel Cooperative Funding Agreement No. M20004 City of Petaluma COOPERATIVE FUNDING AGREEMENT NO. M20004 Between the SONOMA COUNTY TRANSPORTATION AUTHORITY DRAFT 03/2005 Exhibit A And CITY OF PETALUMA � FORM OF REPORTING LETTER Cooperative Funding Agreement No. City of Page _ of _ 7 POST OFFICE BOX 61 PETALUMA, CA 94953-0061 David Glass Current FY Allocation Mayor B Unspent Prior Allocations EXMIT "A" Keith Canevaro , Interest earned on Unspent Prior Allocations Mike Harris SAMPLE PROJECT SPONSOR REPORTING LETTER Mike Healy ; A+B+C Karen Nan ` Total Funding Spent in Current FY Mike O'Brien F Pamela Torliatt {Date l f } Councilmembers G Overlay Program Sonoma County Transportation Authority 520 Mendocino Avenue, Suite 240 Dear SCTA Chairman: i The City of Petaluma is pleased to present information related to Measure M funding for the following projects for FY • Local Road Maintenance Allocation expenses in this fiscal year included I the following: Public Facilities & ' Services ' 555N. McDowell Blvd Petaluma, CA 94954 Phone (707) 778-4303 F= (707) 778-4437 E -Mail. pubfaciltties@ ci.petaluma.cams Corporation Yard 840 Hopper St. Ext. Petaluma, CA 94952 Phone (707) 778-4395 Fax (707) 778-4499 Trac/Engineering 555 N. McDowell Blvd. Petaluma, CA 94954 Phone (707) 7784503 Fax (707) 7784437 Measure M Financial Information A Current FY Allocation $ B Unspent Prior Allocations $ C Interest earned on Unspent Prior Allocations $ D Total Funding Available in Current FY A+B+C E Total Funding Spent in Current FY L F Total Measure M Rollover to Next FY D -E Estimate the amount of Measure M funding spent on each type of work: G Overlay Program $ H Maintenance Program $ 1 ITS $ J Traffic Calming $ K Other $ L _ Total Funding Spent in Current FY G+H+I+J+K Description of Measure M Expenditures on Local Road Maintenance M Describe work done with Local Road Maintenance Funding on such work as overlays, general maintenance, pothole repair, ITS, and traffic calming. Describe how bicycle/pedestrian needs were considered. Renort on public information requirements N Did you display the Measure M logo on signs at the construction site or on vehicles? Please enclose picture. O Did you provide digital pictures of projects before, during and after construction? P Did you identify Measure M on your web site? Please provide link. i Q Did you include the SCTA and Measure M in any press releases, ground l breakings or ribbon cuttings? I R Identify project benefits and discuss how the funds from this program l category assist in congestion relief. S Identify how the project is addressing the goals of Measure M as set out in 1 the expenditure plan. T Did you participate in the development of the Measure M annual report? U Has there been a change in your total road miles in the Pavement Management Program? Please explain. If you have any questions regarding the Local Road Maintenance information please contact: Name: Susan Lackie Phone: 707-778-4303 Email: slackie@ci.petaluma.ca.us Sincerely, Vince Marengo Director of Public Works REWBE, B AGRE, C1 MMII, NU COOPERATIVE FUNDING AGREEMENT NO. M50013-05 BETWEEN THE SONOMA COUNTY TRANSPORTATION AUTHORITY AND CITY OF PETALUMA This Agreement is made and entered into as of , 20 ("Effective Date") by and between the City of Petaluma hereinafter referred to as "TRANSIT OPERATOR" and the SONOMA COUNTY TRANSPORTATION AUTHORITY hereinafter referred to as "AUTHORITY." , RECITALS 1. AUTHORITY adopted that certain 2005 Strategic Plan that sets forth AUTHORITY's program and project implementation policies with regard to the use of funds provided under the 2004 Traffic Relief Act for Sonoma County Expenditure Plan and Ordinance approved by the voters of Sonoma County on November 2, 2004 (hereinafter referred to as "Measure M"). The 2005 Strategic Plan as such plan may be amended from time to time is hereinafter referred to as the "Strategic Plan" 2. Pursuant to the Strategic Plan and Measure M, AUTHORITY and TRANSIT OPERATOR desire to enter into a Cooperative Funding Agreement to define a framework to enable the two parties to work cooperatively in providing transit services consisting generally of expanded fixed route service, enhanced paratransit service, maintenance, capital bus purchases and other capital needs deemed necessary and appropriate by AUTHORITY and TRANSIT OPERATOR (hereinafter "Transit Services"). 3. Each party to the Agreement is a public agency duly authorized and existing under the laws of the State of California. 4. TRANSIT OPERATOR desires to undertake Transit Services and to utilize Measure M funding to help defray to costs of those Transit Services, to the extent such funds have been set aside by the AUTHORITY in the Strategic Plan for the benefit of the TRANSIT OPERATOR. 5. TRANSIT OPERATOR is authorized in accordance with Section 9 of Article XI of the California Constitution to establish, purchase and operate public works in order to furnish residents with light, water, power, heat, transportation, or means of communication. 6. Pursuant to the Strategic Plan and Measure M, AUTHORITY is committed to make DRAFT 03/2005 Exhibit A Cooperative Funding Agreement No. City of Page _ of _ NO available quarterly payments to TRANSIT OPERATOR based on actual receipts of sales tax revenue and as accounted for in the Coordinated Claim to assist TRANSIT OPERATOR in providing Transit Services. 7. AUTHORITY is authorized in accordance with sections 180152 and 180205 of the Local Transportation Authority and Improvement Act (California Public Utilities Code Section 180000 et seq, hereinafter referred to as the "Local Transportation Act") to make contracts and enter into stipulations of any nature whatsoever and to do all acts necessary and convenient for the full exercise of the powers imposed under the Local Transportation Act for the construction, maintenance, improvement and operation of local streets, roads, and highways, and for the construction, improvement, and operation of public transit systems. NOW, THEREFORE, in consideration of the foregoing, AUTHORITY and TRANSIT OPERATOR do hereby agree as follows: SECTION I TRANSIT OPERATOR AGREES: 1. Comuliance with Laws. With regard to providing Transit Services, TRANSIT OPERATOR shall at all times comply with all applicable laws of the United States, the State of California, the County, and with all applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term of this Agreement. 2. Records. To allow AUTHORITY to audit all expenditures relating to Transit Services funded through this Agreement. For the duration of the Transit Services funded under this Agreement, and for five (5) years following the termination of this Agreement, TRANSIT OPERATOR shall make available to AUTHORITY all records relating to expenses incurred in performance of this Agreement. 3. Renortine Reouirements. To provide annual updates on the Transit Services to AUTHORITY in the form attached thereto as Exhibit A. SECTION II AUTHORITY AGREES: 1. Allocation of Fundine. Consistent with its Strategic Plan, to make available Measure M funds to TRANSIT OPERATOR for such Transit Services based on the formula set forth in the annually adopted Coordinated Claim. AUTHORITY shall distribute such funds to TRANSIT OPERATOR on a quarterly basis. 2. Notice of Audit. To provide timely notice to TRANSIT OPERATOR if an audit is to be conducted. SECTION III IT IS MUTUALLY AGREED: 1. Term. This Agreement will remain in effect until terminated as provided in Paragraph 2 or 12 of this Section III. 2. Termination. This Agreement shall be subject to termination as follows: a. This Agreement may be canceled by a non -breaching party for breach of any obligation, covenant or condition hereof by the other party, upon notice to the breaching party. With respect to any breach which is reasonably capable of being cured, the breaching party shall have thirty (30) days from the date of the notice to initiate steps to cure. If the breaching party diligently pursues cure, such party shall be allowed a reasonable time to cure, not to exceed sixty (60) days from the date of the initial notice, unless a further extension is granted by the non -breaching party. On cancellation, the non -breaching party retains the same rights as a party exercising its right to terminate under the provisions of paragraph 2(b), except that the canceling party also retains any remedy for breach of the whole contract or any unperformed balance. If the Agreement is cancelled by AUTHORITY because TRANSIT OPERATOR has failed to meet the reporting or basic operational requirements under Measure M or the Strategic Plan, AUTHORITY may, at its option, demand repayment of all unexpended funds and funds determined by audit not to have been expended as provided for in this Agreement, with interest accrued thereon as would have accrued had such funds been invested in the Sonoma County Treasury Pool; and, further, to offset such balances due AUTHORITY from any other Measure M funds due TRANSIT OPERATOR. b. By mutual consent of both parties, this Agreement may be terminated at any time. Upon termination by mutual consent, TRANSIT OPERATOR shall repay to AUTHORITY any unexpended funds originally provided to TRANSIT OPERATOR under this Agreement, and any interest that has accrued thereon. 3. Indemnity. a. This Agreement is not intended to affect the legal liability of TRANSIT OPERATOR or AUTHORITY by imposing any standard of care other than the standard of care imposed by law. b. TRANSIT OPERATOR agrees to accept all responsibility for loss or damage to any person or entity, including but not limited to AUTHORITY, and to defend, indemnify, hold harmless, reimburse and release AUTHORITY, its officers; agents, employees, successors and assigns from and against any and all actions, claims, damages, disabilities, liabilities and expense including, but not limited to attorneys' fees and the cost of litigation incurred in the defense of claims as to which this indemnity applies or incurred in an action by AUTHORITY to enforce the indemnity provisions herein, whether arising from personal injury, property damage or economic loss of any type, that may be asserted by any person or entity, including TRANSIT OPERATOR, arising out of or in connection with the receipt or use of funds provided pursuant to this Agreement, whether or not there is concurrent negligence on the part of AUTHORITY, but, to the extent required by law, excluding liability due to the sole or active negligence or due to the willful misconduct of AUTHORITY. If there is a possible obligation to indemnify, TRANSIT OPERATOR's duty to defend exists regardless of whether it is ultimately determined that there is not a duty to indemnify. In the event that a conflict of interest develops between the TRANSIT OPERATOR and the AUTHORITY during the course of the TRANSIT OPERATOR's defense of the AUTHORITY pursuant to this Agreement and such conflict precludes representation of TRANSIT OPERATOR and AUTHORITY by the same legal counsel, and the TRANSIT OPERATOR and AUTHORITY do not waive the conflict, then AUTHORITY shall have the right to select its own legal counsel at the expense of TRANSIT OPERATOR, subject to TRANSIT OPERATOR's approval, which approval shall not be unreasonably withheld. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for TRANSIT OPERATOR or its agents under workers' compensation acts, disability benefits acts, or other employee benefit acts. 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, or by certified or registered mail, return receipt requested, to the addresses set forth below, or to such addresses which may be specified in writing to the parties hereto. To TRANSIT OPERATION: Vince Marengo Director of Public Works City of Petaluma 11 English Street Petaluma, CA 94952 707-778-4421 vmareneoaci. uetaluma. ca.us To AUTHORITY: Suzanne Wilford Executive Director Sonoma County Transportation Authority 520 Mendocino Avenue, Suite 240 Santa Rosa, CA 95401 707-565-5373 swilfordna sctainfo.ore 5. 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 the Agreement. 6. Inte ation. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof. No representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in other contemporaneous written agreements. 7. Amendment. This Agreement may not be changed, modified or rescinded except in writing, signed by all parties hereto, and any attempt at oral modification of this Agreement shall be void and of no effect. 8. Independent Aaencv. TRANSIT OPERATOR renders its services under this Agreement as an independent agency. None of the TRANSIT OPERATOR's agents or employees shall be agents or employees of the AUTHORITY. 9. Assienment. The Agreement may not be assigned, transferred, hypothecated, or pledged by any party without the express written consent of the other party. 10. Successors. This Agreement shall be binding upon the successor(s), assignee(s) or transferee(s) of the AUTHORITY or TRANSIT OPERATOR as the case may be. This provision shall not be construed as an authorization to assign, transfer, hypothecate or pledge this Agreement other than as provided above. 11. Severabilitv. Should any part of this Agreement be determined to be unenforceable, invalid, or beyond the authority of either party to enter into or carry out, such determination shall not affect the validity of the remainder of this Agreement which shall continue in full force and effect; provided that, the remainder of this Agreement can, absent the excised portion, be reasonably interpreted to give effect to the intentions of the parties. 12. Limitation. All obligations of AUTHORITY under the terms of this Agreement are expressly subject to AUTHORITY's continued authorization to collect and expend the sales tax proceeds provided by Measure M. If for any reason AUTHORITY's right to collect or expend such sales tax proceeds is terminated or suspended in whole or part, AUTHORITY shall promptly notify TRANSIT OPERATOR, and the parties shall consult on a course of action. If, after twenty five (25) working days, a course of action is not agreed upon by the parties, this Agreement shall be deemed terminated by mutual consent; provided, that any future obligation to fund from the date of the notice shall be expressly limited by and subject to (i) the lawful ability of AUTHORITY to expend sales tax proceeds for the purposes of the Agreement; and (ii) the availability, taking into consideration all the obligations of AUTHORITY under all outstanding contracts, agreements to other obligations of AUTHORITY, of funds for such purposes. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. CITY OF PETALUMA SONOMA COUNTY TRANSPORTATION AUTHORITY By: By: David Glass, Mayor, City of Petaluma ATTEST: APPROVED AS TO LEGAL FORM FOR TRANSIT OPERATOR: Un City Attorney 789847V3 Paul Kelley, Chair, SCTA APPROVED AS TO SUBSTANCE: I:1 Suzanne Wilford, Executive Director Authority Legal Counsel COOPERATIVE FUNDING AGREEMENT NO. M50013-05 Between the SONOMA COUNTY TRANSPORTATION AUTHORITY And CITY OF PETALUMA FORM OF REPORTING LETTER /(o David Glass Mayor Kdth Canevarn Mike HarriA Bike Healy Karen Nan Mike O'Brien Parnela'rorliatt Colawilinembers Public Facilities & Services 555 N. D4cDoivell Blvd. Petahona, CA 94954 Phone (707) 778-4303 Fax (707) 778-4437 E -Mail- Plbfadlitiesc@i ci.petaluma.cams Corporation Yard 840 Hopper St. Ext. Petaluma, CA 94951 Phone (707) 778-4395 Fax (707) 778-4499 Traffic /Engineering 555 N. AtcDomell Blvd Petaluma, CA 94954 Phone (707) 778-4303 Fax (707) 778-4437 CI'T'Y OF PETALUMA POST OFFICE Box 61 PuTALuIMA, CA 94953-0061 EXHIBIT "A" SAMPLE PROJECT SPONSOR REPORTING LETTER {Date} Sonoma County Transportation Authority 520 Mendocino Avenue, Suite 240 Dear SCTA Chairman: The City of/County of --- is pleased to present information related to Measure M funding for the following projects for FY —: The Transit Allocation for this fiscal year was used for the following: Measure M Financial Information A Current FY Allocation $ B Unspent Prior Allocations $ C interest earned on Unspent Prior Allocations $ D Total Funding Available in Current FY A+B+C E Total Funding Spent in Current FY K F Total Measure M Rollover to Next FY D -E Est.mate the amount of Measure M funding spent on each type of work: G Operations $ H Maintenance $ 1 Capital $ J Other $ K Total Funding Spent in Current FY G+H+I+J Description of Measure M Expenditures on Transit Services L Describe work done with Transit Funding on such work as operations, maintenance or capital projects. Report on public information requirements M IDid you display the Measure M logo on transit vehicles? Please enclose picture. N Did you provide digital pictures of transit vehicles and capital projects? O Did you identify Measure M on your web site? Please provide link. P Did you include the SCTA and Measure M in any press releases, ground breakings or ribbon cuttings? Q Identify project benefits and discuss how the funds from this program category assist in congestion relief. R Identify how the project is addressing the goals of Measure M as set out in the expenditure plan. S Did you participate in the development of the Measure M annual report? If you have any questions regarding the Transit Service information please contact: Name: James Ryan Phone:707-778-4421 Email: jryan@ci.petaluma.ca.us Sincerely, Vince Marengo Director of Public Works