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PW TAM Funding Agr. 2018-20; Measure A; Francisco Blvd West MUPFUNDING AGREEMENT NO. 2018-20 COOPERATIVE FUNDING AGREEMENT BY AND BETWEEN THE TRANSPORTATION AUTHORITY OF MARIN AND THE CITY OFSAN RAFAEL This AGREEMENT is made this 2,;;' day of JUN 2018, by and between the Transportation Authority of Marin, hereinafter referred to as "TAM," and the City of San Rafael, hereinafter referred to as "CITY." RECITALS: WHEREAS, The North South Greenway is a non -motorized transportation network in Marin County that has been, and will continue to be, implemented in phases. TAM has sponsored several projects that are closing gaps in the Greenway network, and WHEREAS, CITY is pursuing a project to create a multi -use path facility connecting the northern terminus of the Cal Park Hill Pathway to Second Street near the Bettini Transportation Center and is adjacent to the SMART railroad tracks in downtown San Rafael. Project is part of the Greenway network, and WHEREAS, CITY may phase the project due to limited funding resources and if necessary will seek future funding to complete the original scope of work, and WHEREAS, TAM and the Metropolitan Transportation Commission (MTC) support building this facility and have allocated funds to advance the project in the past, and WHEREAS, CITY has diligently developed the project by completing an environmental analysis, finalized the construction documents, obtained resource agency permits and is prepared to enter into a contract to construct the project, and WHEREAS, CITY has worked with the Sonoma Marin Area Rail Transit (SMART) District to allow the multi -use path to be constructed within SMART right-of-way, and CITY and SMART will work together to allow path to be constructed concurrent with the passenger rail extension project from San Rafael to Larkspur to the extent possible consistent with SMART's construction schedule and the funding available to CITY, and WHEREAS, On February 12, 2018 the TAM Board authorized the Executive Director to submit a request to the MTC to allocate $2.95M of Regional Measure 2 funding and authorized entering into a funding agreement with the CITY under several conditions stated below, and WHEREAS, TAM does not own any facilities in the area and is merely providing funding for the project. NOW, THEREFORE, it is mutually agreed by and between the parties as follows: AGREEMENT: TAM agrees that it shall: 1. Reimburse CITY for direct project costs associated with the construction of the project in an amount not -to -exceed $2,950,000 in accordance with the conditions of the Board. TAM recognizes these funds contribute to the funding plan but do not fully fund the project. Page 1 of 3 LA_3.1(v0 2. Provide financial oversight of project in cooperation with CITY. CITY agrees that it shall: 1. Submit the construction documents, estimates, resource agency permits to TAM for their record when available. 2. Contribute funding, work with Marin County to secure funding, seek grant funding, and/or secure private funds to close funding gap if one exists. 3. Use all other committed funding sources first before using Regional Measure 2 funds. 4. Complete project with no representation or guarantee that any additional funds will be contributed from TAM 5. Enter into a contract with SMART to implement the scope of work if SMART is willing to do so. 6. Submit progress invoice and a final invoice to TAM with back-up documentation to support invoice amount. 7. Submit brief progress report to TAM for reporting requirements to MTC as necessary. B. Post on both sides of the construction site at least two signs visible to the public stating project is funded with Regional Measure 2 Toll Revenues. It is Mutually Agreed: TERM: This AGREEMENT shall terminate upon the completion of the construction phase and acceptance by the CITY or on June 30, 2020, whichever is earlier 2. MODIFICATION: This AGREEMENT, constitutes the entire AGREEMENT, supersedes all prior written or oral understandings, and may not be extended past the term without written consent from both parties 3. The CITY shall indemnify and hold harmless TAM, its Commissioners, officers, agents and employees from all claims, demands, injury, and/or liability, direct or indirect, incurred by reason of any act or omission of CITY, its officers, agents, employees, and sub -contractors, under or in connection with this funding agreement including but not limited to the PS&E package. CITY agrees at its own cost, expense, and risk, to defend any and all claims, actions, suits, or other legal proceedings brought or instituted against TAM, its Commissioners, officers, agent, and employees, or any of them, arising out of such act or omission, and to pay and satisfy any resulting judgments. 4. The TAM shall indemnify and hold harmless CITY, its Supervisors, officers, agents and employees from any and all claims, demands, injury, and/or liability, direct or indirect, incurred by reason of any act or omission of TAM, its officers, agents, employees, and sub -contractors, under or in connection with this funding agreement including but not limited to the PS&E package. TAM agrees at its own cost, expense, and risk, to defend any and all claims, actions, suits, or other legal proceedings brought or instituted against CITY, its Supervisors, officers, agent, and employees, or any of them, arising out of such act or omission, and to pay and satisfy any resulting judgments. 5. 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 decisions Page 2of3 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. 6. TERMINATION: This AGREEMENT will be subject to termination as follows: a) if path project is not completed as part of SMART's passenger rail extension project from San Rafael to Larkspur, or b) breach of any obligation, covenant or condition by the other party, upon notice to the breaching party, or c) by mutual consent of both parties. IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT on the day first written above. TRANSPORTATION AUTHORITY OF MARIN C Dianne S einhauser Executive Director CITY OF SAN RAFAEL Ji Sch tz 'IQ Ci ager APPROVED AS TO FORM (Optional): Oaz4eity Attorney Page 3 of 3