20-034 Santa Clara County Valley Transportation Authority (VTA), Funding Agreement, Cupertino On-Demand Community Shuttle Pilot Program i
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FUNDING AGREEMENT BETWEEN THE
SANTA CLARA VALLEY TRANSPORTATION AUTHORITY AND
THE CITY OF CUPERTINO FOR
THE CUPERTINO ON-DEMAND COMMUNITY SHUTTLE PILOT PROGRAM
This Funding Agreement("Agreement")entered into on March , 2020 is between the Santa
Clara Valley Transportation Authority, a public agency referred to herein as"VTA", and the City
of Cupertino,a municipal corporation of the State of California, referred to herein as "CITY".
Hereinafter, VTA and CITY may be individually referred to as "Party"or collectively referred to
as "Parties".
RECITALS
1. Whereas, the Bay Area Air Quality Management District ("Air District")has established the
Vehicle Trip Reduction Program ("Program")to provide Transportation Fund for Clean Air
(TFCA)funding for a broad range of transportation services and bicycle facility projects that
reduce single-occupancy vehicle(SOV)trips, including existing shuttle and ridesharing
projects, pilot service projects, and bicycle facility projects that install protected bikeway and
or bicycle parking;
2. Whereas, in August 2019,the Air District issued a Call for Projects for the Program and
made$6,000,000.00 available for the Fiscal Year Ending(FYE)2020;
3. Whereas, VTA, as the Congestion Management Agency(CMA) for Santa Clara County, is
eligible to apply for funding from the Program;
4. Whereas, CITY, as the implementing agency, is ineligible to directly apply for funding from
the Program, but may partner with an eligible agency;
5. Whereas, on September 17, 2019,the Parties jointly requested and were subsequently
awarded $192,900 in TFCA funds to help launch the Cupertino On-Demand Community
Shuttle Pilot Program ("Project"); and
6. Whereas, VTA and CITY desire to specify herein the terms and conditions under which the
Project is to be financed and implemented.
NOW,THEREFORE in consideration of the mutual promises contained in this Agreement, the
Parties agree as follows:
AGREEMENT
1. Grant of Local Match Funds. CITY hereby agrees to contribute$1,557,100 towards the
Project.
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2. Eligible Use of Funds. CITY may use the funds for service planning, project administration
and management, and operation of an on-demand community shuttle pilot service anywhere
in Cupertino, with limited operations outside Cupertino, including Sunnyvale Caltrain and
Santa Clara Kaiser Permanente. Any costs incurred for the Project prior to the execution of
this Agreement are not eligible for reimbursement from the TFCA grant funds.
3. Term. The term of this Agreement is from the date the Agreement is fully executed until the
Project is completed and closed out,which is anticipated to be within one-and-half years of
the execution of this Agreement.
4. CITY Obligations.
a. CITY will serve as Project Manager,acting as fiscal agent and contracting entity for
consultants and contractors.
b. CITY will contribute a local match of$1,557,100 towards the total Project cost of
$1,750,000.
c. CITY will thoroughly review all contractor invoices and verify that the work,as
stated on the invoice(s), was satisfactorily performed by the applicable contractor(s).
d. CITY will submit invoices to VTA with details of all costs incurred during the
invoice period until all TFCA grant funds are expended or the Project is completed,
whichever occurs first.
e. CITY will complete the Project and expend all funds within one-and-half years of the
execution of this Agreement.
f. CITY will implement this project and provide VTA with any and all deliverables for
submittal to the Air District in compliance with the requirements of the Fiscal Year
Ending(FYE)2020 TFCA Funding Agreement between VTA and the Air District,
attached hereto as Exhibit Z-2.
g. CITY will retain all books,documents,papers, accounting records, and other
evidence pertaining to costs, until three years after completion and acceptance of the
Project.
5. VTA Obligations.
a. VTA will serve as the pass-through agency for$192,900 in TFCA grant funds
awarded to the Project by the Air District.
b. VTA will pay CITY within 45 days after receipt of each monthly or quarterly billing
until all TFCA grant funds are expended or the Project is completed, whichever
comes first.
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6. Indemnities and Insurance.
a. Neither VTA nor any officer or employee thereof will be responsible for any damage or
liability occurring by reason of anything done or omitted to be done by CITY under or in
connection with any work, authority, or jurisdiction delegated to VTA or CITY under this
Agreement. Both Parties agree that, pursuant to Government Code 895.4, CITY shall
fully defend, indemnify, and save harmless VTA from all suits or actions of every name,
kind, and description brought on for or on account of injury (as defined in Government
Code § 810.8)occurring by reason of anything done or omitted to be done by CITY
under or in connection with any work, authority, or jurisdiction delegated to CITY under
this Agreement. This provision will survive the termination of this Agreement.
b. Neither CITY nor any officer or employee thereof will be responsible for any damage or
liability occurring by reason of anything done or omitted to be done by VTA under or in
connection with any work, authority, or jurisdiction delegated to CITY or VTA under this
Agreement. Both Parties agree that, pursuant to Government Code section 895.4, VTA
shall fully defend, indemnify, and save harmless CITY from all suits or actions of every
name,kind, and description brought on for or on account of injury(as defined in
Government Code § 810.8)occurring by reason of anything done or omitted to be done
by VTA under or in connection with any work, authority, or jurisdiction delegated to
VTA under this Agreement.. This provision will survive the termination of this
Agreement.
c. CITY shall obtain and maintain the insurance coverage specified in "Insurance
Requirements,"Exhibit Z-2,and to comply with all insurance requirements set forth
therein. Failure to obtain and maintain the insurance coverage or to comply with all
insurance requirements shall be deemed a breach of this Agreement.
7. Changes to Terms of Agreement. No amendment, alteration or variation of the terms of
this Agreement will be valid unless made in writing and signed by both Parties hereto, and no
oral understanding or agreement not incorporated herein shall be binding on any of the
Parties hereto.
8. Entire Agreement. This Agreement contains the entire understanding between VTA and
CITY for the Project. It supersedes any and all other agreements, which may have existed
between the Parties.
9. Binding on Successors and Assigns. This Agreement will be binding upon each Party, their
legal representatives and successors.
10. Notices. All correspondence relating to the Project, including all notices required under this
Agreement shall be delivered by first class mail addressed to the appropriate party at the
following addresses:
VTA: Santa Clara Valley Transportation Authority
3331 North First Street
San Jose, CA 95134-1906
Attn: Mike Tasosa, Senior Transportation Planner
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CITY: Public Works Department
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014-3255
Attn: Chris Corrao, Senior Transit&Transportation Planner
11. Signature Authority. Each Party to this Agreement represents and warrants that each
person whose signature appears hereon has been duly authorized and has the full authority to
execute this Agreement on its behalf.
12. Strict Performance. The failure of either Party to insist upon the strict performance of any
of the terms, covenants and conditions of this Agreement shall not be deemed a waiver of
any right or remedy that either Party may have, and shall not be deemed a waiver of their
right to require strict performance of all of the terms,covenants, and conditions thereafter.
13. Dispute Resolution. If a question arises regarding interpretation of this Agreement or its
performance, or the alleged failure of a Party to perform, the Party raising the question or
making the allegation shall give written notice thereof to the other Party. The Parties shall
promptly meet to resolve the issues raised. If the Parties fail to resolve the issue(s) raised,
alternative forms of dispute resolution, including mediation, may be pursued by mutual
agreement. It is the intent of the Parties to the extent possible that litigation be avoided as a
method of dispute resolution.
14. Choice of Law; Venue. This Agreement shall be construed, and its performance enforced
under California law. In the event that suit shall be brought by either Party to this Agreement,
the Parties agree that venue shall be exclusively vested in the State courts of the County of
Santa Clara or, if federal jurisdiction is appropriate, exclusively in the United States District
Court for the Northern District of California, in San Josd,California.
15. Interpretation of this Agreement. The Parties hereto acknowledge and agree that, although
this Agreement was originally drafted by VTA's legal counsel, the CITY and its legal counsel
have reviewed and negotiated the terms of this Agreement with VTA. Consequently, the
doctrine that ambiguities in an agreement should be resolved against the drafting party shall not
be employed in connection with this Agreement, which shall be interpreted in accordance with
its fair meaning.
16. Counterparts. This Agreement may be executed in one or more counterparts, all of which
taken together shall constitute one and the same instrument.
17. Waivers. No delay or failure to require performance of, or under, any provision of this
Agreement shall constitute a waiver of that provision as to that or any other instance. Any
waiver granted by a Party must be in writing and shall apply only to the specific instance
expressly stated. Furthermore, the exercise of any rights or remedies, including termination
rights, by either Party shall be without prejudice to the exercise of any other rights or
remedies.
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SANTA CLARA VALLEY CITY OF CUPERTINO
TRANSPORTATION AUTHORITY (CITY)
(VTA)
&ria I. Fernandez Date Deborah L. Feng Date
General Manager/CEO City Manager
Approved as to Form: Approved as to Form and Legality:
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-Mend a Date City Counsel Date
Senior Assistant Counsel
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