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Home My WebLink AboutResolution 2012-087 N.C.S. 06/18/2012 Resolution No. 2012-087 N.C.S. of the City of Petaluma, California APPROVING AGREEMENT BETWEEN SONOMA-MARIN AREA RAIL TRANSIT DISTRICT (SMART) AND CITY OF PETALUMA TO ALLOW CITY OF PETALUMA TO ACT AS A PASS THROUGH AGENCY FOR A $2,500,000 FEDERAL ALLOCATION FOR SMART RAIL PROJECTS WHEREAS, grant funds are available to the Sonoma-Marin Area Rail Transit District (SMART) from the Federal Transit Administration ("FTA") to implement rail projects; and, WHEREAS, under applicable FTA grant requirements, only an eligible recipient may serve as the direct recipient of these federal funds and enter into a formal grant contract with FTA; and, WHEREAS, SMART, as.a subgrantee, is not an eligible direct recipient of FTA grant funds and has requested that City of Petaluma act as the primary grantee pass-through agent for FTA funds for the subgrantee; and, WHEREAS, applicable FTA regulations permit a grantee to pass FTA funds through to another agency to carry out the purposes of the grant agreement, provided that the recipient enters into a written agreement with the subrecipient, passing through the grant requirements to the subrecipient; and, WHEREAS, City of Petaluma and subgrantee desire to enter into a formal contract pursuant to which, the aforementioned FTA and related local match grant funds for implementation of the projects will be passed through the City to the subgrantee. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Petaluma hereby authorizes the City Manager to execute the FTA Pass-Through Agreement By and Between Sonoma-Marin Area Rail Transit District and City of Petaluma, attached as Exhibit A to the Resolution. Under the power and authority conferred upon this Council by the Charter of said City. n REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the pproved as to Council of the City of Petaluma at a Regular meeting on the 18t11 day of June, 2012, orm: by the following vote: ny Attorney AYES: Albertson,Barrett, Mayor Glass. Harris, 1-lealy. Kearney.vice Mayor Renee NOES: None ABSENT: None ABSTAIN: None 1/ ATTEST: (A ��L� , ��I/LI��.� dar rArer/� eputy City Cle k Mayor Resolution No. 2012-087 N.C.S. Page 1 Exhibit A FTA PASS-THROUGH AGREEMENT By and Between Sonoma-Marin Area Rail Transit District and City of Petaluma This Agreement ("Agreement") has been entered into by and between the CITY OF PETALUMA (hereinafter "City") and the SONOMA-MARIN AREA RAIL TRANSIT DISTRICT (hereinafter "Subgrantee"), as of June 18, 2012, for the undertaking of: SMART Planning Studies ("Project"). City and Subgrantee are hereinafter referred to collectively as the "Parties." WHEREAS, grant funds are available from the Federal Transit Administration ("ETA") to implement the Project; and WHEREAS, under applicable FTA grant requirements, only an eligible recipient may serve as the direct recipient of the federal funds and enter into a formal grant contract with ETA; and WHEREAS, Subgrantee is not an eligible direct recipient of FTA grant funds and has requested that City act as the primary grantee pass-through agent for FTA funds for Subgrantee; and WHEREAS, applicable FTA regulations permit a grantee to pass FTA funds through to another agency to carry out the purposes of the grant agreement provided that the recipient enters into a written agreement with the subrecipient passing through the'grant requirements to the subrecipient; and WHEREAS, City and Subgrantee desire to enter into a formal contract pursuant to which the aforementioned FTA and related local match grant funds for implementation of the Project will be passed through City to Subgrantee. NOW, THEREFORE, IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS: AGREEMENT 1. TERMS AND CONDITIONS. The Project shall be undertaken and accomplished in accordance with the terms and conditions specified herein or contained in the Appendices named below, which are attached hereto and by reference incorporated herein. City has applied for the Grant pursuant to a 2010 Allocation. ,A copy of the electronic grant application, which includes the project budget, is attached as Appendix A. Appendix B contains general provisions applicable to this Agreement. Appendix C contains the referenced Certifications and Assurances. 2. EFFECTIVE DATE. The effective date of this Agreement shall be June 18, 2012. The Project shall be completed on or before December 1, 2014. 3. FTA FUNDING AND EXPENSES. The total of all federal funds available through this grant for expenses incurred in performance of Project shall not exceed the sum of Two Million Five Hundred Thousand Dollars ($2,500,000). These federal funds (the "Grant") will be immediately available, upon award of the Grant, for reimbursing expenditures under this Agreement. No local match funds are required for this Grant. If the Project costs exceed the sum available in this Grant, those Project costs are the responsibility of the Subgrantee. Resolution No.2012-087 N.C.S. Page 2 4. REIMBURSEMENT OF CITY EXPENSES. In consideration of the work provided by City of Petaluma staff, Subgrantee will reimburse the cost of staff time and legal counsel incurred to administer the Grant and implement the pass through of funds as described in this Agreement ("City Costs"), including without limitation costs of applying for the Grant, negotiating this Agreement, and undertaking related activities prior to the Effective Date and/or execution date of this Agreement and/or the Grant award. The Parties acknowledge that City Costs may not be payable from Grant funds, and in that event City Costs will be paid by Subgrantee from other funds, which Subgrantee hereby acknowledges have been or will be made available for such purpose. Expenses will be invoiced by the City of Petaluma directly to Subgrantee and payment will be made within forty-five (45) days of the invoice date(s). 5. SUBGRANTEE MANAGEMENT; PROJECT DESCRIPTION. The Project Manager will be the Subgrantee's Chief Engineer. The Project shall be conducted and administered by Subgrantee under the direction of its Executive Director/General Manager, who will be responsible for the day to day administration of the Project: Farhad Mansourian Executive Director Sonoma-Marin Area Rail Transit District 750 Lindaro Street, Suite 200 San Rafael, California 94901 (415) 226-0886 Any notices required or permitted to be.sent to Subgrantee by City shall be addressed to the person and at the address specified above, unless changed in writing by Subgrantee. The Scope of Work will be pursuant to the Project description contained in Appendix A (Grant Application/Executed Agreement). 6. SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to the benefit of the respective successors and assignees of the Parties; provided, however, that no assignment of Subgrantee's rights and responsibilities hereunder shall be permitted without the prior written consent of City. 7. ENTIRE AGREEMENT. This Agreement, including Appendices A through C, contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings, representations or statements between the Parties with respect to the subject matter thereto. 8. SEVERABILITY. If any term, provision or condition of this Agreement is held by a court of competent jurisdiction to.be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless the rights and obligations of the Parties shall be materially altered or abridged thereby. 9. PARTIES NOT CO-VENTURERS. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers or principal and agent with one another. IN WITNESS WHEREOF, this Agreement has been executed by the Parties hereto as of the date first set forth above: Resolution No. 2012-087 N.C.S. Page 3 CITY OF PETALUMA: By: John Brown, City Manager ATTEST: Claire Cooper, City Clerk APPROVED AS TO FORM FOR CITY: Eric W. Danly, City Attorney APPROVED: Department Director APPROVED: Ron Bldnquie, Risk Manager APPROVED: Bill Mushallo, Finance Director SONOMA-MARIN AREA RAIL TRANSIT DISTRICT: By: Farhad Mansourian, Executive Director APPROVED AS TO FORM FOR SUBGRANTEE: Sheryl Bratton, Assistant County Counsel Resolution No.2012-087 N.C.S. Page 4