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PW TAM Funding Agreement A-FY20-19TAM AGREEMENT A-FY20-19 FUNDING AGREEMENT BETWEEN TRANSPORTATION AUTHORITY OF MARIN AND CITY OF SAN RAFAEL This AGREEMENT is made this 43"A day of S�+e —6 , 201'-3, by and between the Transportation Authority of Marin, hereinafter referred to as "TAM", a local public agency, and the City of San Rafael, hereinafter referred to as "RECIPIENT", a local public agency. SECTION 1. RECITALS 1. The voters of Marin County approved the authorization of Measure AA in November 2018, thereby authorizing that TAM be given the responsibility to administer the proceeds from a one-half cent transportation sales tax (TST) to fund transportation -related projects and programs in Marin County. 2. The proceeds will be used to pay for the programs and projects outlined in the Measure AA Expenditure Plan and further guided by the Measure AA Strategic Plan. 3. According to the Measure AA Expenditure Plan, Measure AA funds will be set aside annually to fund existing commitments to Major Road projects from the Measure A Program and projects on the Richmond -San Rafael Bridge approaches. 4. The existing commitment to the Major Road project in the Central Planning Area is the Third Street Rehabilitation Project. 5. The City of San Rafael previously received $300,000 in Measure A funds to conduct the project development phase for the Third Street Rehabilitation Project. 6. The City of San Rafael is ready to proceed to the preliminary engineering and environmental phases of the project with Measure AA funds. SECTION 2. PURPOSE OF FUNDING AGREEMENT This AGREEMENT is entered into by and between TAM and RECIPIENT to document the funding conditions necessary for the RECIPIENT to comply with applicable law and TAM policies. This AGREEMENT consists of additional documents stated in these sections as being attached hereto and incorporated in the AGREEMENT by reference. SECTION 3. PROJECT DEFINITION AND SCOPE This AGREEMENT, approved through Resolution 2019-11 of TAM, in accordance with the requirements of TAM's Measure AA Expenditure Plan and Strategic Plan, is made for the following purposes identified in the RECIPIENT's Measure AA Allocation Request Form (EXHIBIT A): Preliminary Engineering and Environmental Phases of the Third Street Rehabilitation Project Additional information on project scope is included in the Measure AA Allocation Request Form. Page 1 of 7 SECTION 4. GRANT TAM hereby grants to the RECIPIENT the sum of $1,000,000.00 as designated in Resolution No. 2019- 11 (EXHIBIT B), approved July 8, 2019, which is included in this AGREEMENT by reference. SECTION 5. COST ELIGIBILITY Cost eligibility shall be determined by TAM's Strategic Plan policies. All costs incurred by RECIPIENT prior to the date of execution of this AGREEMENT shall be ineligible for reimbursement by TAM. While these costs shall be eligible for reimbursement in the situations cited above, the timing and amount of reimbursement will be subject to a TAM allocation, based on available revenues, other anticipated project requests, and project category and subcategory limits established in the Strategic Plan and Expenditure Plan. Any waiver of cost eligibility policies must be included in the Measure AA Sales Tax Program Allocation Request Form as approved by TAM. SECTION 6. BUDGET AND SCOPE RECIPIENT shall maintain a project budget. RECIPIENT shall carry out the project and shall incur obligations against and make disbursements of the grant in conformity with TAM's requirements and the budget. SECTION 7. PROJECT MANAGEMENT RECIPIENT shall be responsible for the project and provide management of consultant and contractor activities for which RECIPIENT contracts, including responsibility for schedule, scope, and budget, consistent with TAM's resolution allocating the grant unless otherwise agreed upon in writing. SECTION 8. PROJECT OVERSIGHT RECIPIENT shall cooperate with TAM's project management team and shall provide any requested project information. SECTION 9. ATTRIBUTION AND SIGNAGE If any portion of grant funds is used for production of reports, acknowledgment of the TAM's role shall be included in the documents. If any portion of grant funds is used for construction, RECIPIENT shall, upon initiation of field work or at the earliest feasible time thereafter, install and maintain a sign at the construction site identifying Measure AA Local Transportation Sales Tax Funds and TAM (e.g., TAM and RECIPIENT's logos —"Your Measure AA Sales Tax Dollars at Work"). For non -construction capital purchases funded by any portion of grant funds, RECIPIENT shall affix permanent signage identifying TAM and the Sales Tax Funds as a funding source. RECIPIENT shall demonstrate compliance with attribution and signage requirements as an indispensable condition for authorization of Measure AA reimbursement for project expenses. SECTION 10. PRESS RELEASES RECIPIENT shall notify TAM in advance of any press releases about project and program activities, particularly groundbreakings and ribbon cuttings, in connection to grant funds expended from this AGREEMENT. Page 2 of 7 SECTION 11. COMPLIANCE WITH LAW In the performance of its obligations pursuant to this AGREEMENT, RECIPIENT shall keep itself fully informed of the federal, state and local laws, ordinances and regulations in any manner affecting the performance of this Agreement, and must at all times comply with such laws, ordinances, and regulations as they may be amended from time to time. SECTION 12. ENVIRONMENTAL COMPLIANCE RECIPIENT shall undertake all environmental mitigation measures that may be identified as commitments in applicable documents (such as environmental assessments, environmental impact statements and reports, and memoranda of agreement) and comply with any conditions imposed as a part of a finding of no significant impact or a record of decision; all such mitigation measures are incorporated in this AGREEMENT by reference. Recipient shall be responsible for obtaining all necessary environmental permits for performance of work. SECTION 13. FINANCES All costs charged to the project shall be supported by properly prepared and documented time records, invoices, or vouchers evidencing in detail the nature and propriety of the charges and the basis for the percentage charged to TAM. SECTION 14. RECORDS All checks, payrolls, invoices, contracts, vouchers, journal entries, work orders, or other accounting documents pertaining in whole or in part to the project shall be maintained by RECIPIENT for a period of five (5) years after the later of project closeout or termination of grant. Such project documents shall be clearly identified, readily accessible, and, to the extent feasible, kept separate and apart from all other similar documents not pertaining to the project. SECTION 15. REIMBURSEMENTS Payment shall be made by TAM for costs reimbursable under the terms of this AGREEMENT and incurred prior to the termination date of this AGREEMENT. Payment to RECIPIENT of the grant shall be upon written approval by TAM, upon submittal by RECIPIENT of appropriate support documentation and identification of expenses incurred. Reimbursements shall not exceed the schedule shown in the Measure A Sales Tax Program Allocation Request Form - Fiscal Year Cash Flow Availability. RECIPIENT may make a request for exceptions in writing. Exceptions may be made at the sole discretion of TAM. Reimbursement requests, with appropriate documentation, may be submitted on a regular basis but no more frequently than monthly. Each reimbursement request shall include RECIPIENT'S certification that the amounts sought are only for project elements included in the Allocation Request Form, and that RECIPIENT is in compliance with TAM's requirements mentioned in this AGREEMENT. SECTION 16. ELIGIBLE EXPENSES RECIPIENT shall expend funds only on eligible expenses as follows: operating costs, direct staff time (salary and benefits), consultants; right of way engineering and acquisition costs (including permitting), and competitively bid construction contracts. Indirect costs (as defined by OMB Circular A-87) will not Page 3 of 7 be considered an eligible expense. Funds shall also be expended according to the applicable provisions of the Expenditure Plans and of the Public Utilities Code Section 180000 et seq. SECTION 17. AUDITS TAM reserves the right at any time to conduct or require a financial or performance audit of the RECIPIENT'S compliance with this AGREEMENT. TAM will give advance notice of the requirement. RECIPIENT shall permit TAM, or any of its duly authorized representatives, to inspect all work, materials, payrolls, and other data and records with regard to the project, and to audit the books, records, and accounts of the RECIPIENT and its contractors with regard to the project. SECTION 18. THIRD PARTY CONTRACT AUDITS TAM reserves the right to request an audit of other third -party contracts for any reason. If RECIPIENT is subject to third party financial audit requirements imposed by another funding source, copies of audits performed in fulfillment of such requirements shall be provided to the TAM. SECTION 19. CLOSEOUT PROCEDURES AND PROJECT REPORT Project closeout occurs either when TAM notifies RECIPIENT or forwards the final grant payment, or when the RECIPIENT'S remittance of the proper refund has been acknowledged by TAM. Upon request by TAM or discovery by RECIPIENT, after the Project completion date or termination by TAM, RECIPIENT shall submit a certified financial statement identifying all ineligible expenditures, which the RECIPIENT shall be required to refund, as well as third party audit reports, in the event that ineligible expenditures were reimbursed with funds from this AGREEMENT. Project closeout shall not terminate any continuing obligations imposed on the RECIPIENT by this AGREEMENT. Final reirnbursement will be in accordance with TAM policies and procedures. RECIPIENT shall provide supporting documentation for expenditures and revenues from its accounting and financial management system. SECTION 20. REPAYMENT OF INELIGIBLE COSTS TAM reserves the right to offset RECIPIENT payback of ineligible costs against future grant approvals for this project or other projects in the Expenditure Plan for which RECIPIENT is the sponsoring agency. SECTION 21. RIGHT TO WITHHOLD If the above items are not provided to TAM by the annual due date and/or such items are found not to be in compliance with this AGREEMENT, Public Utilities Code Section 180000 et seq., the ballot measure or the Strategic Plan, TAM may withhold funds for future allocations from RECIPIENT until RECIPIENT has corrected any noted deficiencies to TAM's satisfaction. While funds are being withheld, all interest on withheld funds shall be retained by TAM as an administrative fee. SECTION 22. RESCISSION OF AUTHORIZATION OF FUNDS TAM reserves the right to rescind its authorization of unneeded grant funds prior to, or at the time of, PROJECT closeout. Funds are determined to be unneeded if they are uncommitted at time of project closeout. Page 4 of 7 SECTION 23. TERMINATION FOR CAUSE RECIPIENT agrees that, upon ten (10) working days written notice, TAM may suspend or terminate all or part of the financial assistance provided herein for failure to correct a breach of this AGREEMENT. Any failure to make reasonable progress, inconsistency with the Expenditure Plans or Allocation Request Form, unauthorized use of grant funds as specified in this AGREEMENT, or other violation of the AGREEMENT that significantly endangers substantial performance of the project shall be deemed to be a breach of this AGREEMENT and cause for termination. Upon mutual consent, RECIPIENT will repay TAM any unexpended funds originally provided under this Agreement. SECTION 24. CORRECTION OF BREACH With respect to any breach, which is reasonably capable of being cured, RECIPIENT shall have thirty (30) days from the date of notice of breach to initiate steps to cure. If RECIPIENT diligently pursues cure, such RECIPIENT shall be allowed a reasonable time to cure or by a time established in writing by TAM. SECTION 25. LIABILITY Neither TAM nor any officer or employee thereof, shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by RECIPIENT under or in connection with any work, authority, or jurisdiction delegated to RECIPIENT under this AGREEMENT. It is also understood and agreed that pursuant to Government Code Section 895.4, RECIPIENT shall fully defend, indemnify and hold TAM harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by RECIPIENT under or in connection with any work, or jurisdiction delegated to RECIPIENT under this AGREEMENT. Neither RECIPIENT nor any officer or employee thereof, shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by TAM under or in connection with any work, authority, or jurisdiction delegated to TAM under this AGREEMENT. It is also understood and agreed that pursuant to Government Code Section 895.4, TAM shall fully defend, indemnify and hold RECIPIENT harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring in by reason of anything done or omitted to be done by TAM under or in connection with any work, authority, or jurisdiction delegated to TAM under this AGREEMENT. In the event of concurrent negligence of RECIPIENT and TAM, the liability for any and all claims for injuries or damages to persons and/or property shall be apportioned under the California theory of comparative negligence as presently established or as may hereafter be modified. SECTION 26. OBLIGATIONS In general, termination of financial assistance under this AGREEMENT will not invalidate obligations properly incurred by RECIPIENT before the termination date; to the extent those obligations cannot be canceled. SECTION 27. INTEGRATION This AGREEMENT represents the entire AGREEMENT of the parties with respect to the subject matter thereof. 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. Page 5 of 7 SECTION 28. AMENDMENT Except as otherwise provided herein, 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. SECTION 29. INDEPENDENT AGENCY RECIPIENT performs the terms and conditions of this AGREEMENT as an entity independent of TAM. None of RECIPIENT'S agents or employees shall be agents or employees of TAM. SECTION 30. ASSIGNMENT The AGREEMENT may not be assigned, transferred, hypothecated, or pledged by any party without the express written consent of the other party. SECTION 31. BINDING ON SUCCESSORS, ASSIGNEES OR TRANSFEREES This AGREEMENT shall be binding upon the successor(s), assignee(s) or transferee(s) of TAM or RECIPIENT as may be the case. This provision shall not be construed as an authorization to assign, transfer, hypothecate or pledge this AGREEMENT other than as provided above. SECTION 32. EXPENSES Each party shall be solely responsible for and shall bear all of its own respective legal expenses in connection with any dispute arising out of this AGREEMENT and the transactions hereby contemplated. RECIPIENT may not use GRANT funds, or other TAM programmed funds, for the aforementioned purpose. SECTION 33. 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 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. SECTION 34. EXHIBITS The following Exhibits are hereby made part of this AGREEMENT: EXHIBIT A: Allocation Request Form EXHIBIT B: TAM Board Resolution 2019-11 Page 6 of 7 SECTION 35. ACCEPTANCE OF GRANT RECIPIENT does hereby declare that all written statements, representations, covenants, and materials submitted as a condition of this AGREEMENT are true and correct and does hereby accept TAM's grant and agrees to all of the terms and conditions of this AGREEMENT. The parties have executed this AGREEMENT as of the date first written above. City of San Rafael: By: 1 1 Print Name City Manager Print Title Approved as to form (optional): By: _L a "-Cz City of San Rafael, Attoiey Lisa A. Gnldfien Print Name Transpor tion Authority of Marin (TAM): By: FctGt� ,r, xecutive ' ctor blax'r-R, Stel"iha lsa- Page 7 of 7 Exhibit A ALLOCATION REQUEST FORM Fiscal Year of Allocation: FY 19/20 Expenditure Plan: Major Roads and Related Infrastructure Project Name: Third Street from Grand Avenue to Second Street Implementing Agency: City of San Rafael Project Description: Rehabilitate Third Street from Grand Avenue to Second Street. Eligible uses of funds identified in the Measure A Expenditure Plan include a variety of roadway, bikeway, sidewalk and pathway improvements: • Pavement and drainage maintenance; • Signalization and channelization; • Transit and traffic flow improvements; • Transportation Systems Management and Demand Management; • Improvements to reduce response times for emergency vehicles; • Bike path construction and maintenance; • Sidewalk and crosswalk construction and maintenance Scope of Work with Prior Allocation Request: Project Development Phase. Given project size and the various stakeholders, the City of San Rafael invested 18 months to identify and evaluate potential projects, conduct outreach meetings with stakeholders, to define project scope and then study for feasibility. The consultant team developed a plan for Third Street that includes: narrowed travel lanes, fixing the uneven sidewalks, constructing new curb ramps to current ADA standards, adding curb extensions in key locations, and installation of a bicycle connection from Miracle Mile to Miramar Avenue. For additional background information on the final Feasibility study and an informational report given before the City Council at their June 3, 2019 meeting, see these links to the City's staff report, Council discussion, and the complete report and appendices. Scope of Work for Current Allocation Request: Preliminary Engineering and Environmental Phase. The City will prepare preliminary engineering drawings, perform regulatory permitting coordination (as needed), produce CEQA environmental clearance documents, conduct public outreach meetings with stakeholders as the design is refined, and begin utility coordination, as appropriate. Measure A Programmed Amount Available: $12.27 million approximately (includes $68,454 in Measure A reserve funds) Previous Measure A Allocated Amount: $300,000 Current Measure AA Requested Amount: $1,000,000 ($931,546 in Measure A Major Road funds and $68,454 in Measure A reserve funds) Other Funding: $0 Maximum Reimbursement Schedule: 20% in FY 19/20, 50% in FY 20/21, and 30% in FY 21/22 Exhibit B TAM RESOLUTION NO. 2019-11 RESOLUTION OF THE TRANSPORTATION AUTHORITY OF MARIN (TAM) FOR THE ALLOCATIONS OF $1,000,000 IN MEASURE AA TRANSPORTATION SALES TAX FUNDS TO THE CITY OF SAN RAFAEL FOR THE THIRD STREET REHABILITATION PROJECT WHEREAS, The voters of Marin County approved the authorization of Measure AA at General Elections held on November 6, 2018 thereby authorizing that TAM be given the responsibility to administer the proceeds from a one-half cent transaction and use tax; and WHEREAS, TAM has developed a Measure AA Strategic Plan to provide guidance on implementing the Measure AA Expenditure Plan; and WHEREAS, The Measure AA Strategic Plan programs Measure AA funds over a 30 -year period to the four categories listed in the Expenditure Plan; and WHEREAS, The Measure AA Strategic Plan also set aside Measure AA funds for major road and Richmond San Rafael Bridge approach projects from the Measure A Strategic Plan; and WHEREAS, Major road projects include designated projects that target the most heavily traveled and significant roads and related infrastructure in Marin County; and W11FREAS, The Marin Public Works Association (MPWA) and the Technical Advisory Committee (TAC) selected San Rafael's Fourth Street and San Rafael's Third Street as the first and second prioritized segments, respectively, for improvement in the Central Marin planning area; and WHEREAS, The City of San Rafael completed the Fourth Street Rehabilitation project in 2010; and WHERES, The City of San Rafael completed the feasibility study with previously allocated Measure A funds for the Third Street Rehabilitation Project: and WHEREAS, The City of San Rafael is requesting $1,000,000 in Measure AA funds to commence the preliminary engineering and environmental phases for the Third Street Rehabilitation Project; and WHEREAS, The Measure AA Strategic Plan programmed sufficient amount of funds for the Third Street Rehabilitation Project in FY 19/20; and WHEREAS, There are sufficient funds in TAM's FY 19/20 budget to cover the proposed action; and WHEREAS, After reviewing the allocation request in coordination with project sponsor, TAM staff recommends allocating $1,000,000 in Measure AA funds to the City of San Rafael; now, therefore be it RESOLVED, That the Transportation Authority of Marin hereby allocates $1,000,000 in Measure AA funds to the City of San Rafael for the Third Street Rehabilitation Project; and be it further Page 1 of 2 RESOLVED, That the Transportation Authority of Marin finds the allocation of funds to be in conformance with the priorities and funding levels established in the Measure AA Expenditure Plan and the Measure AA Strategic Plan; and be it further RESOLVED, That the Transportation Authority of Marin hereby authorizes the actual expenditure of funds for these activities to take place subject to the Fiscal Year Cash Flow Distribution Schedules detailed in the attached Allocation Request Forms; and be it further RESOLVED, That as a condition of this authorization for expenditure, the Executive Director shall impose such terms and conditions as are necessary for the project sponsor to comply with applicable law and adopted Authority policies and execute Funding Agreement with the project sponsor to that effect; and be it further RESOLVED, That as a condition of this authorization for expenditure, the referenced project sponsors shall provide the Authority with any other information it may request regarding the use of the funds hereby authorized. PASSED AND ADOPTED at a scheduled meeting of the Transportation Authority of Marin held on the S'h day of July 2019, by the following vote: AYES: Commissioners: Arnold, Beckman, Cleveland -Knowles, Colbert, Connolly, Fredericks, Goddard, Hillmer, Lucan, Moulton -Peters, Phillips, Rice, Rodoni, Sears NOES: Commissioners: None ABSENT: Commissioners: Campbell, Kuhl ABSTAIN: Commissioners: None �' ""6 /�," f JucArnot , air Tr�a spo ; ion Authority of Marin ATTEST: 96 rA ',2'�`bL9-le Dianne Steinhauser Executive Director Page 2 of 2 "fw'-V44, RAF ho iTyWITH P•�`h CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Public Works Project Manager: Lauren Davini Extension: 3361 Contractor Name: TAM Contractor's Contact: David Chan Contact's Email: dchan@tam.ca.gov ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT a. Email PINS Introductory Notice to Contractor DATE Check/Initial 1 Project Manager N/A ❑X 8/26/2019 b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org ❑x 2 City Attorney a. Review, revise, and comment on draft agreement 9/9/2019 ❑X LG and return to Project Manager 9/9/2019 ❑X LG b. Confirm insurance requirements, create Job on (N/A) Department Director PINS, send PINS insurance notice to contractor ❑x _BG_ 3 Approval of final agreement form to send to 9/9/2010 Project Manager contractor 9/9/2019 4 Forward three (3) originals of final agreement to ❑X contractor for their signature 5 Project Manager When necessary, contractor -signed agreement ❑x N/A agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Click here to Date of City Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed IA , City Attorney agreement Review and approve insurance in PINS , and bonds 8 (for Public Works Contracts) 7! / 9 City Manager/ Mayor Agreement executed by City Council authorized / City Clerk official 1 10 Attest signatures, retains original agreement and 1 I t� forwards copies to Project Manager