HomeMy WebLinkAboutPW Francisco Boulevard East Mid-Block Crossing Enhancement Project____________________________________________________________________________________ FOR CITY CLERK ONLY Council Meeting: December 2, 2024 Disposition: 1)Awarded the construction agreement (the “Construction Agreement”) for the project to Mike Brown Electric Co., authorized the City Manager to execute the construction agreement in the amount of $429,968, and authorized the City Manager to amend the contract amount using contingency funds of $86,032 for a total not to exceed amount of $516,000 for the project 2)Authorized the City Manager to enter into a first amendment to the task order agreement with Kimley-Horn and Associates, Inc. (“Kimley-Horn”) for additional construction support services for the Project in an additional amount of $16,950, increasing the total not-to-exceed amount of the agreement to $85,643 3)Authorized the City Manager to enter into a funding agreement with Canal Alliance and authorized supplemental budget appropriation in the amount of $409,233 (Fund 206) 4)Approved plans and specifications for the Francisco Boulevard East Mid-Block Crossing Enhancement Project (also referred to as “City Project No. 11451” and “the Project”), deemed reasonable by the City Engineer, on file in the Department of Public Works Agenda Item No: 4.f Meeting Date: December 2, 2024 SAN RAFAEL CITY COUNCIL AGENDA REPORT Department: Public Works Prepared by: Mariana Sanchez, Junior Engineer April Miller, Public Works Director City Manager Approval: ______ TOPIC: FRANCISCO BOULEVARD EAST MID-BLOCK CROSSING ENHANCEMENT PROJECT SUBJECT: AUTHORIZE AND AWARD AGREEMENTS FOR THE FRANCISCO BOULEVARD EAST MID-BLOCK CROSSING ENHANCEMENT PROJECT, INCLUDING: 1.A CONSTRUCTION AGREEMENT WITH MIKE BROWN ELECTRIC, CO. IN THE AMOUNT OF $429,968 AND AUTHORIZE THE CITY MANAGER TO USE CONTINGENCY FUNDS OF $86,032 FOR A NOT-TO-EXCEED AMOUNT OF $516,000 FOR THE PROJECT. 2.A FIRST AMENDMENT TO A TASK ORDER AGREEMENT WITH KIMLEY- HORN AND ASSOCIATES, INC. FOR ADDITIONAL CONSTRUCTION SUPPORT SERVICES, IN AN ADDITIONAL AMOUNT OF $16,950, INCREASING THE TOTAL NOT-TO-EXCEED AMOUNT OF THE AGREEMENT TO $85,643. 3.A FUNDING AGREEMENT WITH CANAL ALLIANCE AND RELATED SUPPLEMENTAL BUDGET APPROPRIATION. 4.APPROVE THE PLANS AND SPECIFICATIONS FOR THE PROJECT. SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2 RECOMMENDATION: Staff recommends the City Manager be authorized to enter into the following agreements: 1.Award the construction agreement (the “Construction Agreement”) for the Project to Mike Brown Electric Co., authorize the City Manager to execute the Construction Agreement in the amount of $429,968, and authorize the City Manager to amend the contract amount using contingency funds of $86,032 for a total not to exceed amount of $516,000 for the Project. 2.Authorize the City Manager to enter into a first amendment to the task order agreement with Kimley-Horn and Associates, Inc. (“Kimley-Horn”) for additional construction support services for the Project in an additional amount of $16,950, increasing the total not-to- exceed amount of the agreement to $85,643. 3.Authorize the City Manager to enter into a funding agreement with Canal Alliance and authorize supplemental budget appropriation in the amount of $409,233 (Fund 206). 4.Approve plans and specifications for the Francisco Boulevard East Mid-Block Crossing Enhancement Project (also referred to as “City Project No. 11451” and “the Project”), deemed reasonable by the City Engineer, on file in the Department of Public Works. BACKGROUND: The Canal Alliance has purchased the property on the west side of Grand Avenue and to the south of San Rafael Creek as its new headquarters. As a result, this building will generate pedestrian traffic between the Canal neighborhood and the new location. The closest pedestrian crossing is at Second Street, to the north of the new facility, which causes pedestrians to walk about 500 feet north, cross Grand Ave at the signal, and then walk 500 feet south. Canal Alliance proposed a pedestrian hybrid beacon (PHB) with a pedestrian refuge island across Grand Ave between Francisco Blvd East and Second Street to reduce this travel time. The PHB will improve the path of travel across Grand Avenue to the new Canal Alliance headquarters. The Project is funded by Canal Alliance and various grants, as shown below: On February 5, 2024, the City Council adopted Resolution No. 15275, accepting a $25,000 Transportation Development Act (TDA) grant from the Metropolitan Transportation Commission (MTC). In addition, the Transportation Authority of Marin (TAM) committed $175,000 of Transportation Fund for Clean Air (TFCA) funding to the City to help fund the Project. Canal Alliance applied for a $125,000 Community Development Block Grant (CDBG). On May 6, 2024, the City Council adopted a resolution recommending CDBG funding for fiscal year (FY) 2024-25 to the Marin County Board of Supervisors. On June 4, 2024, the Marin County Board of Supervisors considered this item and recommended that the Project receive $122,875 in CDBG funds from the U.S. Department of Housing and Urban Development. On July 12, 2024, the Community Development Agency from County of Marin issued a letter awarding $122,875 to Canal Alliance for this Project. On August 8, 2024, the City entered into a task order agreement of $68,693 under the City’s Service Level Agreement for design services associated with the Project with Kimley-Horn, which is the same consultant that Canal Alliance used for the preliminary design. Kimley-Horn SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 3 completed the final Project plans, specifications, and the engineer’s opinion of probable cost in September 2024 and had identified long wait times for the PHB equipment. To avoid impacts on the Project timeline due to known delays in current manufacturing and delivery of PHB-related materials, City staff contracted with JAM Services for direct purchase of the equipment in accordance with San Rafael Municipal Code Chapter 2.55. The PHB equipment was purchased in October 2024 and is estimated to arrive in April 2025. ANALYSIS: Construction – Mike Brown Electric Co. On September 26, 2024, the City advertised the Project in accordance with San Rafael Municipal Code Chapter 11.50. The plans and specifications, deemed reasonable by the City Engineer, are available at the Department of Public Works and on the City’s website: https://www.cityofsanrafael.org/francisco-blvd-east-mid-block-crossing-enhancement-project/ These Project documents indicate that the PHB equipment will be provided to the contractor for installation and that purchase of the PHB equipment is outside the scope of this contract advertisement and award. On October 18, 2024, the following bids were received and read aloud: Name of Bidder Bid Total Mike Brown Electric Co. $429,968.00 Ghilotti Bros., Inc. $431,769.00 Columbia Electric, Inc. $430,058.75 W. Bradley Electric, Inc. $468,711.00 Zara Construction $471,995.80 St. Francis Electric, LLC $467,342.80 Bay Area Lightworks, Inc. $504,180.00 Bauman Landscape and Construction, Inc. $435,318.00 Public Works staff reviewed the construction bids, and the low bid from Mike Brown Electric Co. in the amount of $429,968 was found to be both responsive and responsible. City staff recommends awarding the construction agreement to Mike Brown Electric Co. for the amount bid and recommends the City Council authorize a construction contingency of $86,032, approximately 20% percent, for a total appropriated amount of $516,000. The Public Works Director will be authorized to issue any change order to the contract within the total contingency amount. The construction agreement is in a form approved by the City Attorney and is included in Attachment 1. Project Related Design Services – Kimley Horn As this Project progresses towards construction, staff recommend the City Council approve the proposed first amendment with Kimley-Horn to provide construction support services, including additional design services, field visits, and product specification review. This first amendment of $16,950 increases the task order agreement amount from $68,693 to a total not-to-exceed amount of $85,643. The proposed amendment is included in Attachment 2. Funding Agreement with Canal Alliance Canal Alliance is responsible for all costs, excluding Project contingency, not covered by the City grants and CDBG, which is approximately $325,326. Project contingency will be covered by the SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 4 City through appropriations from Fund 206. Funds from Canal Alliance will fully or partially cover the costs of construction, construction inspection and support, Pacific Gas and Electric Company (PG&E) design and construction, and PHB equipment. The funding agreement between the City and Canal Alliance (and/or its sub-entity “711 Grand Qualified Area Low Income Business (QALICB)”) is subject to final approval as to form by the City Attorney. A draft of the funding agreement is included in Attachment 3. The total Project cost, excluding the cost that Canal Alliance spent on preliminary design, is $734,233. Costs not explicitly listed include City staff time to manage the Project and grant administration for all of the grants. COMMUNITY OUTREACH: City Staff have worked with Canal Alliance since 2022 to discuss access to their services. In August 2024, City staff visited Toyota Marin, a dealership within the project limits, to describe the Project and its impacts. Future public outreach will include mailing a brochure to nearby residents describing the Project and its impacts. ENVIRONMENTAL DETERMINATION: In August 2024, the City filed a notice of exemption (NOE) with the County of Marin for the Francisco Blvd. E. Mid-Block Crossing Project for categorical exemption based on existing facilities (CEQA Guidelines § 15301). The NOE included in Attachment 4. FISCAL IMPACT: Appropriations in the amount of $325,000 for this Project were included in the FY 2024-25 Budget approved by the City Council on June 17, 2024 with additional funds planned for FY 2025-26. The recommendations in this staff report will authorize $516,000 for the construction of the Francisco Blvd. E. Mid-Block Crossing Enhancement Project, an additional amount of $16,950 for the Kimley-Horn task order agreement totaling $85,643, and a supplemental budget appropriation in the amount of $409,233 (Fund 206) to support the total Project cost of $734,233. The supplemental budget appropriation includes representation of project costs to be funded through the Funding Agreement. The following tables summarize the Project funding sources and total Project cost: Table 1: Project Funding Sources Funding Source Amount Canal Alliance (via Funding Agreement) $325,326 CDBG grant (Canal Alliance) $122,875 City Fund 206 $86,032 TDA grant (City) $25,000 TFCA grant (City) $175,000 Total Project Budget $734,233 Table 2: Project Cost (excluding preliminary design costs paid by Canal Alliance) Description of Work Performed By Contract Total Construction + 20% Contingency Mike Brown Electric Co. $516,000 Design Services and Construction Support Kimley-Horn $85,643 SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 5 PGE Application, Design and Construction PG&E $28,000 PHB Equipment JAM Services $64,590 Inspection Park Engineering $40,000 Total Project Cost $734,233 OPTIONS: The City Council has the following options to consider on this matter: 1.Award the agreements as presented. 2.Do not award the agreements and provide further direction to staff. RECOMMENDED ACTION: Staff recommends the City Manager be authorized to enter into the following agreements: 1.Award the construction agreement (the “Construction Agreement”) for the Project to Mike Brown Electric Co., authorize the City Manager to execute the Construction Agreement in the amount of $429,968, and authorize the City Manager to amend the contract amount using contingency funds of $86,032 for a total not to exceed amount of $516,000 for the Project. 2.Authorize the City Manager to enter into a first amendment to the task order agreement with Kimley-Horn and Associates, Inc. (“Kimley-Horn”) for additional construction support services for the Project in an additional amount of $16,950, increasing the total not-to- exceed amount of the agreement to $85,643. 3.Authorize the City Manager to enter into a funding agreement with Canal Alliance and authorize supplemental budget appropriation in the amount of $409,233 (Fund 206). 4.Approve plans and specifications for the Francisco Boulevard East Mid-Block Crossing Enhancement Project (also referred to as “City Project No. 11451” and “the Project”), deemed reasonable by the City Engineer, on file in the Department of Public Works. ATTACHMENTS: 1.Construction Agreement with Mike Brown Electric Co. 2.First Amendment to the Task Order with Kimley-Horn 3.Draft Funding Agreement with Canal Alliance 4.Filed Notice of Exemption Contract This public works contract ("Contract") is entered into by and between the City of San Rafael ("City") and Mike Brown Electric Co. ("Contractor"), for work on the Francisco Blvd East Mid -Block Crossing Enhancement Project ("Project"). The parties agree as follows: 1. Award of Contract. In response to the Notice Inviting Bids, Contractor ha " submitted a Bid Proposal to perform the Work to construct the Project. On '? , City authorized award of this Contract to Contractor for the amount et fo h iV Section 4, below. 2. Contract Documents. The Contract Documents incorporated into this Contract include and are comprised of all of the documents listed below. The definitions provided in Article 1 of the General Conditions apply to all of the Contract Documents, including this Contract. 2.1 Notice Inviting Bids; 2.2 Instructions to Bidders; 2.3 Addenda, if any; 2.4 Bid Proposal and attachments thereto; 2.5 Contract; 2.6 Payment and Performance Bonds; 2.7 General Conditions; 2.8 Special Conditions; 2.9 Project Plans and Specifications; 2.10 Change Orders, if any; 2.11 Notice of Potential Award; 2.12 Notice to Proceed; and 3. Contractor's Obligations. Contractor will perform all of the Work required for the Project, as specified in the Contract Documents. Contractor must provide, furnish, and supply all things necessary and incidental for the timely performance and completion of the Work, including all necessary labor, materials, supplies, tools, equipment, transportation, onsite facilities, and utilities, unless otherwise specified in the Contract Documents. Contractor must use its best efforts to diligently prosecute and complete the Work in a professional and expeditious manner and to meet or exceed the performance standards required by the Contract Documents. 4. Payment. As full and complete compensation for Contractor's timely performance and completion of the Work in strict accordance with the terms and conditions of the Contract Documents, City will pay Contractor $429,968 ("Contract Price") for all of Contractor's direct and indirect costs to perform the Work, including all labor, materials, supplies, equipment, taxes, insurance, bonds and all overhead costs, in accordance with the payment provisions in the General Conditions. 5. Time for Completion. Contractor will fully complete the Work for the Project, meeting all requirements for Final Completion, within 40 working days from the commencement date given in the Notice to Proceed ("Contract Time"). By signing below, Contractor expressly waives any claim for delayed early completion. 6. Liquidated Damages. As further specified in Section 5.4 of the General Conditions, if Contractor fails to complete the Work within the Contract Time, City will assess liquidated damages in the amount of $3,600 per day for each day of unexcused delay in achieving Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form CONTRACT Project #11451 Pagel Final Completion, and such liquidated damages may be deducted from City's payments due or to become due to Contractor under this Contract. 7. Labor Code Compliance. 7.1 General. This Contract is subject to all applicable requirements of Chapter 1 of Part 7 of Division 2 of the Labor Code, including requirements pertaining to wages, working hours and workers' compensation insurance, as further specified in Article 9 of the General Conditions. 7.2 Prevailing Wages. This Project is subject to the prevailing wage requirements applicable to the locality in which the Work is to be performed for each craft, classification or type of worker needed to perform the Work, including employer payments for health and welfare, pension, vacation, apprenticeship and similar purposes. Copies of these prevailing rates are available online at http://www.dir.ca.gov/DLSR. 7.3 DIR Registration. City may not enter into the Contract with a bidder without proof that the bidder and its Subcontractors are registered with the California Department of Industrial Relations to perform public work pursuant to Labor Code § 1725.5, subject to limited legal exceptions. Workers' Compensation Certification. Pursuant to Labor Code § 1861, by signing this Contract, Contractor certifies as follows: "I am aware of the provisions of Labor Code § 3700 which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work on this Contract." 9. Conflicts of Interest. Contractor, its employees, Subcontractors and agents, may not have, maintain or acquire a conflict of interest in relation to this Contract in violation of any City ordinance or requirement, or in violation of any California law, including Government Code § 1090 et seq., or the Political Reform Act, as set forth in Government Code § 81000 et seq. and its accompanying regulations. Any violation of this Section constitutes a material breach of the Contract. 10. Independent Contractor. Contractor is an independent contractor under this Contract and will have control of the Work and the means and methods by which it is performed. Contractor and its Subcontractors are not employees of City and are not entitled to participate in any health, retirement, or any other employee benefits from City. 11. Notice. Any notice, billing, or payment required by or pursuant to the Contract Documents must be made in writing, signed, dated and sent to the other party by personal delivery, U.S. Mail, a reliable overnight delivery service, or by email as a PDF file. Notice is deemed effective upon delivery, except that service by U.S. Mail is deemed effective on the second working day after deposit for delivery. Notice for each party must be given as follows: City: City of San Rafael Department of Public Works 111 Morphew Street San Rafael, CA 94901 415-686-4079 Attn: Mariana Sanchez, Junior Engineer Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form CONTRACT Project #11451 Page 2 Mariana.sanchez@cityofsanrafael.org Contractor: Name: Mike Brown Electric Co. Address: 561-A Mercantile Drive City/State/Zip: Cotati, CA 94931 Phone: 707-975-4552 Attn: Tiffany Howe Email: tiffany@mbelectric.com 12. General Provisions. 12.1 Assignment and Successors. Contractor may not assign its rights or obligations under this Contract, in part or in whole, without City's written consent. This Contract is binding on Contractor's and City's lawful heirs, successors and permitted assigns. 12.2 Third Party Beneficiaries. There are no intended third party beneficiaries to this Contract. 12.3 Governing Law and Venue. This Contract will be governed by California law and venue will be in the Marin County Superior Court, and no other place. Contractor waives any right it may have pursuant to Code of Civil Procedure § 394, to file a motion to transfer any action arising from or relating to this Contract to a venue outside of Marin County, California. 12.4 Amendment. No amendment or modification of this Contract will be binding unless it is in a writing duly authorized and signed by the parties to this Contract. 12.6 Integration. This Contract and the Contract Documents incorporated herein, including authorized amendments or Change Orders thereto, constitute the final, complete, and exclusive terms of the agreement between City and Contractor. 12.6 Severability. If any provision of the Contract Documents is determined to be illegal, invalid, or unenforceable, in whole or in part, the remaining provisions of the Contract Documents will remain in full force and effect. 12.7 Iran Contracting Act. If the Contract Price exceeds $1,000,000, Contractor certifies, by signing below, that it is not identified on a list created under the Iran Contracting Act, Public Contract Code § 2200 et seq. (the "Act"), as a person engaging in investment activities in Iran, as defined in the Act, or is otherwise expressly exempt under the Act. 12.8 Authorization. Each individual signing below warrants that he or she is authorized to do so by the party that he or she represents, and that this Contract is legally binding on that party. If Contractor is a corporation, signatures from two officers of the corporation are required pursuant to California Corporation Code § 313. Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form CONTRACT Project #11451 Page 3 The parties agree to this Contract as witnessed by the signatures below: CITY: s/ / CRISTINE AL Date: , City Manager Attest: J, sl ' �V,44 4y­f LINDSAY LARA, City Clerk Date: A ZA2 14;41 s/ RO ERT F Date: L Z I CONTRACTOR: Mike Brown Electric Co. Business Name s/ Seal: Tiffany HoAPr6sident Name, Title Date: 11 /18/2024 second 'Signature em bon 12.8): Gregg Mills, Vice President Name, Title Date: 11 /18/2024 306767 4/30/2026 Contractor's California License Number(s) and Expiration Date(s) END OF CONTRACT IN, City Attorney Q Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form CONTRACT Project #11451 Page 4 Exhibit A general Info . otal: $429,968.00 Number Description Francisco Boulevard East Mid Block The project consists of installing a pedestrian hybrid beacon with a pedestrian Crossing Enhancement refuge island in the median of Grand Avenue to enhance the path of travel across Deadline Grand Avenue to the new Canal Alliance headquarters, which is located at 711 Grand Avenue to the south of San Rafael Creek. 10/18/2024 01:00 PM PDT Engineer's Estimate: $440,000 Vendor Mike Brown Electric Co. Allows zero unit prices and labor Submitted No 10/18/2024 12:02 PM PDT Allows negative unit prices and labor Signed by No Tiffany Howe Account Holder Tiffany Howe Opened 10/18/2024 01:04 PM PDT By mariana.sanchez@cityofsanrafael.org Page 1 of 13 1012512024 ATTACHMENT LIST Plans.pdf (6.35 MB) Specifications.pdf (1.85 MB) Addendum 1 20241010.pdf (180 KB) Page 2 of 13 10/25/2024 BID PROPOSAL Bidder") * Mike Brown Electric Co. hereby submits this Bid Proposal to the City of San Rafael ("City') for the above -referenced project ("Project") in response to the Notice Inviting Bids and in accordance with the Contract Documents referenced in the Notice. 1. Base Bid. Bidder proposes to perform and fully complete the Work for the Project as specified in the Contract Documents, within the time required for full completion of the Work, including all labor, materials, supplies, and equipment and all other direct or indirect costs including, but not limited to, taxes, insurance and all overhead for the following price ("Base Bid"): $457,498.00 2. Addenda. Bidder agrees that it has confirmed receipt of or access to, and reviewed, all addenda issued for this Bid. Bidder waives any claims it might have against the City based on its failure to receive, access, or review any addenda for any reason. Bidder specifically acknowledges receipt of the following addenda (click "+" to add addenda. Type "N/A" if no addenda have been issued): Addendum #: * Addendum Date: * 10/10/24 3. Bidder's Certifications and Warranties. By signing and submitting this Bid Proposal, Bidder certifies and warrants the following: 3.1 Examination of Contract Documents. Bidder has thoroughly examined the Contract Documents and represents that, to the best of Bidder's knowledge, there are no errors, omissions, or discrepancies in the Contract Documents, subject to the limitations of Public Contract Code§ 1104. 3.2 Examination of Project Site. Bidder has had the opportunity to examine the Project site and local conditions at the Project location. 3.3 Bidder Responsibility. Bidder is a responsible bidder, with the necessary ability, capacity, experience, skill, qualifications, workforce, equipment, and resources to perform or cause the Work to be performed in accordance with the Contract Documents and within the Contract Time. 3.4 Responsibility for Bid. Bidder has carefully reviewed this Bid Proposal and is solely responsible for any errors or Page 3 of 13 10/25/2024 omissions contained in its completed Bid. All statements and information provided in this Bid Proposal and enclosures are true and correct to the best of Bidder's knowledge. 3.5 Nondiscrimination. In preparing this Bid, the Bidder has not engaged in discrimination against any prospective or present employee or Subcontractor on grounds of race, color, ancestry, national origin, ethnicity, religion, sex, sexual orientation, age, disability, or marital status. 3.6 Iran Contracting Act. If the Contract Price exceeds $1,000,000, Bidder is not identified on a list created under the Iran Contracting Act, Public Contract Code § 2200 et seq. (the "Act"), as a person engaging in investment activities in Iran, as defined in the Act, or is otherwise expressly exempt under the Act. 4. Award of Contract. By signing and submitting this Bid Proposal, Bidder agrees that if Bidder is awarded the Contract for the Project, within ten days following issuance of the Notice of Award to Bidder, Bidder will do all of the following: 4.1 Execute Contract. Enter into the Contract with City in accordance with the terms of this Bid Proposal, by signing and submitting to City the Contract prepared by City using the form included with the Contract Documents; 4.2 Submit Required Bonds. Submit to City a payment bond and a performance bond, each for 100% of the Contract Price, using the bond forms provided and in accordance with the requirements of the Contract Documents; and 4.3 Insurance Requirements. Submit to City the insurance certificate(s) and endorsement(s) as required by the Contract Documents. This Bid Proposal is hereby submitted on [Date] 10/18/24 s/ * Tiffany Howe Name and Title Tiffany Howe, President s/ * Gregg Mills Name and Title Secretary Company Name * Page 4 of 13 10/25/2024 Mike Brown Electric Co. ,-4cense #, Expiration Date, and Class * 16767, 4/30/26, A & c-10 Address * 561-A MERCANTILE DRIVE DIR Registration # 1000000469 City, State, Zip Cotati, CA 94931 Phone * (707) 792-8100 Contact Name Tiffany Howe Contact Email tiffany@mbelectric.com END OF BID PROPOSAL Page 5 of 13 10/2512024 BID SCHEDULE - DIRECTIONS This Bid Schedule must be completed electronically and included with the Electronic Bid Proposal. Pricing must be provided for each Bid Item as indicated. The lump sum or unit cost for each item must be inclusive of all costs, whether direct or indirect, including profit and overhead. The sum of all amounts entered in the "Extended Total Amount" column must be identical to the Base Bid price entered in Section 1 of the Bid Proposal form. AL = Allowance LF = Linear Foot CF = Cubic Feet LS = Lump Sum CY = Cubic Yard SF = Square Feet EA = Each TON = Ton (2000lbs) LB = Pounds Page 6 of 13 10/25/2024 BID SCHEDULE $429,968.00 Bid Item Item Description Est Qty. Unit Unit Cost Extension No. Mobilization/Demobilization (10%) 1.00 LS $30,000.00 $30,000.00 a. Water Pollution Control Plan 1.00 LS $4,700.00 $4,700.00 Signs and Traffic Control (10%) 1.00 LS $75,000.00 $75,000.00 Construction Staking 1.00 LS $4,000.00 $4,000.00 Demolition 0.00 N/A $1.00 $0.00 a. Roadway Excavation 20.00 CY $175.00 $3,500.00 b. Clearing and Grubbing 1.00 LS $4,000.00 $4,000.00 c. Concrete Removal 525.00 SF $50.00 $26,250.00 Hot Mix Asphalt 0.00 N/A $1.00 $0.00 a. HMA (Type A) (12" Full Depth) 20.40 TON $800.00 $16,320.00 Pavement Rehabilitation 0.00 N/A $1.00 $0.00 a. Type II Slurry Seal (F) 1,520.00 SQYD $24.46 $37,179.20 Minor Concrete - Minor Structures 0.00 N/A $1.00 $0.00 a. Type 'A' Curb and Gutter 20.00 LF $60.00 $1,200.00 b. Modified Type 'E' Curb 140.00 LF $64.00 $8,960.00 c. Detectable Warning Surface 48.00 SF $30.00 $1,440.00 d. Type 'A' Sidewalk 313.00 SF $14.00 $4,382.00 e. Curb Ramp - Case C 2.00 EA $7,500.00 $15,000.00 Traffic Stripes and Pavement Markings 0.00 N/A $1.00 $0.00 a. Remove Conflicting Striping 1.00 LS $6,800.00 $6,800.00 b. Install Detail 22 (Thermoplastic) 563.00 LF $13.50 $7,600.50 c. Install Detail 27B (Thermoplastic) 366.00 LF $6.00 $2,196.00 Total: $429,968.00 Page 7 of 13 10/25/2024 Bid Item No. Item Description Est Qty. Unit Unit Cost Extension 8 d. Install Detail 32 (Thermoplastic) 50.00 LF $27.00 $1,350.00 8 e. Install Detail 38 (Thermoplastic) 118.00 LF $9.50 $1,121.00 8 f. Install 6" Yellow Stripe (Thermoplastic) 108.00 LF $6.00 $648.00 8 g. Install Pavement Markings (Thermoplastic) 255.00 SF $18.00 $4,590.00 9 Curb Paint 0.00 N/A $1.00 $0.00 9 h. Install Red Curb Paint 20.00 LF $7.00 $140.00 9 i. Install Yellow Curb Paint 29.00 LF $7.00 $203.00 10 Electrical and Lighting System 0.00 N/A $1.00 $0.00 10 a. Pedestrian Hybrid Beacon and Advance Sign System 1.00 LS $168,838.30 $168,838.30 Installation 10 b. Remove and Salvage Existing Street Light Pole 1.00 EA $2,000.00 $2,000.00 11 Roadside Signs 0.00 N/A $1.00 $0.00 11 a. Install New Sign(s) on New Post 4.00 EA $550.00 $2,200.00 11 b. Remove Existing Sign Panel 1.00 EA $125.00 $125.00 11 c. Install New Sign(s) on Existing Post 1.00 EA $225.00 $225.00 Total: $429,968.00 Page 8 of 13 10/25/2024 SUBCONTRACTOR LIST - INSTRUCTIONS or each Subcontractor that will perform a portion of the Work in an amount in excess of one-half of 1% of the bidder's total Contract Price,[1] the bidder must list a description of the Work, the name of the Subcontractor, its California contractor license number, the location of its place of business, its DIR registration number, and the portion of the Work that the Subcontractor is performing based on a percentage of the Base Bid price. [1] For street or highway construction this requirement applies to any subcontract of $10,000 or more. Page 9 °f 13 10125/2024 SUBCONTRACTOR LIST Description Of Work Subcontractor California Contractor Location Of Dir Reg Percent Of Name License Number Business No. Work Traffic Control, MOB FBD Vanguard Construction, Inc. 833032 Livermore, CA 1000008493 33% Demolition, Hot Mix Asphalt, FBD Vanguard Livermore, Minor Concrete - Minor Construction, Inc. 833032 CA 1000008493 100% Structures Water Pollution Control Plan TULLY INC., N/A Dixon, CA 1000024960 100% San Construction Staking Mike ODell Surveys N/A Francisco, 1000045470 100% CA Pavement Rehabilitation BOND BLACKTOP, INC. 746432 Union 1000001972 100% City, CA Traffic Stripes and Pavement COMPASS Markings, Curb Paint, Roadside ENGINEERING 868996 Hayward. 1000003328 a 100% Signs CONTRACTORS, INC CA Page 10 of 13 10/25/2024 NON -COLLUSION DECLARATION TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID The undersigned declares: Iamthe * President of: * Mike Brown Electric Co. the party making the foregoing bid The bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation. The bid is genuine and not collusive or sham. The bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid. The bidder has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or to refrain from bidding. The bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder. All statements contained in the bid are true. The bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, to effectuate a collusive or sham bid, and has not paid and will not pay, any person or entity for such purpose. This declaration is intended to comply with California Public Contract Code § 7106 and Title 23 U.S.0 § 112. declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on [date], * [city] * [state] 10/17/24 Cotati CA Ell agree that my digital or electronic signature applies to this form Name Tiffany Howe - IV, Page 11 of 13 10/25/2024 Bid Security As a guarantee that, if awarded the Contract, Bidder will perform its obligations under Section 4 above, Bidder is enclosing bid security in the amount of ten percent of its maximum bid amount in one of the following forms (select one). Upload a scan of the paper bid security. Within ten calendar days following City's issuance of the Notice of Award to the apparent low bidder, the bidder must submit original hardcopies of the payment and performance bonds to City as specified in the Contract Documents using the bond forms included in the Contract Documents. Guarantee Method * Paper Bid Security, Cashier's Check, or Certified Check: Paper Bid Security, Cashier's Check, or Certified Check: Confirmation: * A bid security, using the Bid Security form included with the Contract Documents, payable to City and executed by a surety licensed to do business in the State of California. Page 12 of 13 10/25/2024 REQUIRED DOCUMENTS LIST Name Omission Terms Submitted File Paper Bid Security, Certified Check, or Cashier's Check I am verifying my bid security electronically doc01933420241017095835.pc [insert instructions for delivery of wet -ink, original documents] 1 Required Document Page 13 of 13 10/25/2024 Bid Bond Mike Brown Electric Co. ('Bidder') has submitted a bid, dated OC,40%akr tq 20 2-/+ ('Bid"), to City of San Rafael ("City") for work on the Francisco Boulevard East Mid -Block Crossing Enhancement Project ("Project"). Under this duly executed bid bond ('Bid Bond"), Bidder as Principal and Liberty Mutual Insurance Company , its surety ("Surety"), are bound to City as obligee in the penal sum of ten percent of the maximum amount of the Bid (the "Bond Sum"). Bidder and Surety bind themselves and their respective heirs, executors, administrators, successors and assigns, jointly and severally, as follows: 1. General. If Bidder is awarded the Contract for the Project, Bidder will enter into the Contract with City in accordance with the terms of the Bid. 2. Submittals. Within ten days following issuance of the Notice of Potential Award to Bidder, Bidder must submit to City the following: 2.1 Contract. The executed Contract, using the form provided by City in the Project contract documents ("Contract Documents"); 2.2 Payment Bond. A payment bond for 100% of the maximum Contract Price, executed by a surety licensed to do business in the State of California using the Payment Bond form included with the Contract Documents; 2.3 Performance Bond. A performance bond for 100% of the maximum Contract Price, executed by a surety licensed to do business in the State of California using the Performance Bond form included with the Contract Documents; and 2.4 Insurance. The insurance certificate(s) and endorsement(s) required by the Contract Documents, and any other documents required by the Instructions to Bidders or Notice of Potential Award. 3. Enforcement. If Bidder fails to execute the Contract and to submit the bonds and insurance certificates as required by the Contract Documents, Surety guarantees that Bidder forfeits the Bond Sum to City. Any notice to Surety may be given in the manner specified in the Contract and delivered or transmitted to Surety as follows: Attn: Ms. Danielle Lacombe Address: One Embarcadero Center, Suite 1320 City/State/Zip: San Francisco, CA 94111 Phone: (628) 220-6063 Fax: (866) 547-4881 Email: danielle.lacombe@libertymutual.com 4. Duration and Waiver. If Bidder fulfills its obligations under Section 2, above, then this obligation will be null and void; otherwise, it will remain in full force and effect for 60 days following the bid opening or until this Bid Bond is returned to Bidder, whichever occurs first. Surety waives the provisions of Civil Code §§ 2819 and 2845. [Signatures are on the following page.] Fran. Blvd. E. Mid Block Crossing 2022 Form BID BOND Project No. 11451 This Bid Bond is entered into and effective on October 11 , 2024 SURETY: Libe tual Insurance Com an Busin s lame St. ilv� ]p October 11, 2024 Date Stac M. Clinton Attorne -in-fact Name, Titl (Attach Acknowledgment with Notary Seal and Power of Attorney) BIDDER: Mike Brown Electric Co. _ Business Name Sr �J� ►� �� I O -- 15 - Date Tiffanv Ho resi nt _ Name, Title END OF BID BOND Fran. Blvd. E. Mid Block Crossing 2022 Form BID BOND Project No. 11451 10� This Power of Attorney limits the acts of those named herein, and they have no authority to Liberty bind the Company except in the manner and to the extent herein stated. Mutual. Liberty Mutual Insurance Company SURETY The Ohio Casualty Insurance Company Certificate No: 8209682-993881 West American Insurance Company POWER OF ATTORNEY KNOWN ALL PERSONS BY THESE PRESENTS: That The Ohio Casualty Insurance Company is a corporation duly organized under the laws of the State of New Hampshire, that Liberty Mutual Insurance Company is a corporation duly organized under the laws of the State of Massachusetts, and West American Insurance Company is a corporation duly organized under the laws of the Stale of Indiana (herein collectively called the °Companies'), pursuant to and by authority herein set forth, does hereby name, constitute and appoint, Stacy N1 Chntnn. K Dixon Wright all of the city of Petaluma state of CA each individually if there be more than one named, its true and lawful attorney -in -fact to make, execute, seal, acknowledge and deliver, for and on its behalf as surety and as its act and deed, any and all undertakings, bonds, recognizances and other surety obligations, in pursuance of these presents and shall be as binding upon the Companies as if they have been duly signed by the president and attested by the secretary of the Companies in their own proper persons. IN WITNESS WHEREOF, [his Powerof Attorney has been subscribed by an authorized officeror official of the Companies and the corporate seals of the Companies have been affixed thereto this 3rd day of April 2023. Liberty Mutual Insurance Company The Ohio Casualty Insurance Company 4 tNBu �C u'su 1Nsu West American Insurance Company r 1912 o g } 1919 I�- Q 1991 f �s3 *d ti�aa David M. Carey, Assistant Secretary STATE OF PENNSYLVANIA ss COUNTY OF MONTGOMERY On this 3rd day of April, 2023, before me personally appeared David M. Carey, who acknowledged himself to be the Assistant Secretary of Liberty Mutual Insurance Company, The Ohio Casualty Company, and West American Insurance Company, and that he, as such, being authorized so to do, execute the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my notarial seal at Plymouth Meeting, Pennsylvania, on the day and year first above written. St' PAST �Q�v "07wee��,<< Commonwealth wealth of Pennsylvania - Notary Seal { Teresa PasleHa, Notary Public or Montgomery CountyS� �y My commission expires March 26, 2025 By: 4 r01 bra Commission number 1126044 Teresa Pastella, Notary Public Heerber. PaeuyruaNa AssoWtlon of il'°unes This Power of Attorney is made and executed pursuant to and by authority of the following By-laws and Authorizations of The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, and West American Insurance Company which resolutions are now in full force and effect reading as follows: ARTICLE IV— OFFICERS: Section 12- Power of Attomey. Any officer or other official of the Corporation authorized for that purpose in writing by the Chairman or the President, and subject to such limitation as the Chairman or the President may prescribe, shall appoint such attomeys-in-fact, as may be necessary to act in behalf of the Corporation to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attomeys-in-fact, subject to the limitations set forth in their respective powers of attorney, shall have full power to bind the Corporation by their signature and execution of any such instruments and to attach thereto the seal of the Corporation. When so executed, such instruments shall be as binding as if signed by the President and attested to by the Secretary. Any power or authority granted to any representative or attomey-in-fact under the provisions of this article may be revoked at any time by the Board, the Chairman, the President or by the officer or officers granting such power or authority. ARTICLE XIII - Execution of Contracts: Section 5. Surety Bonds and Undertakings. Any officer of the Company authorized forthat purpose in writing by the chairman or the president, and subject to such limitations as the chairman or the president may prescribe, shall appoint such attomeys-in-fact, as may be necessary to act in behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attomeys-in-fact, subject to the limitations set forth in their respective powers of attorney, shall have full power to bind the Company by their signature and execution of any such instruments and to attach thereto the seal of the Company. When so executed such instruments shall be as binding as if signed by the president and attested by the secretary. Certificate of Designation — The President of the Company, acting pursuant to the Bylaws of the Company, authorizes David M. Carey, Assistant Secretary to appoint such attomeys- infact as may be necessary to act on behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Authorization — By unanimous consent of the Company's Board of Directors, the Company consents that facsimile or mechanically reproduced signature of any assistant secretary of the Company, wherever appearing upon a certified copy of any power of attorney issued by the Company in connection with surety bonds, shall be valid and binding upon the Company with the same force and effect as though manually affixed. I, Renee C. Llewellyn, the undersigned, Assistant Secretary, of Liberty Mutual Insurance Company, The Ohio Casualty Insurance Company, and West American Insurance Company do hereby certify that this power of attorney executed by said Companies is in fuh-force and effect and has not been revoked. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seals of Bald Companies this _1 tNay of October 2024 , 1Mf,?, %Ns ` a 3°o�nn���•y�� �o-1'iHy a 191 o �is1 4 1991 C, B w c.Glr� r y: tntvs Renee C. Llewellyn, Assistant Secretary a 20 Cr16 = cE o >, '—C U N t_ >� a0 n 0 E E o� Q`O 00 N 3 00 O N t1 c? 00 T c� m— co C U o a) aCc `oa) U_ a POA - LMIC OCIC WAIC Multi Co_022021 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Sonoma On %�I 1124 before me, Nancy L. Wallis, Notary Public Date Here Insert Name and Title of the Officer personally appeared Stacy M. Clinton Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS m and and official seal. NANCY L. WALLIS Notary Public Calltornla Sonoma County Signature ` ^ Commission 0 2496056 _ .•'` My Comm. Expires Aug 29, 2028 Sign of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Number of Pages: Signer(s) Document Date: Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact Ej Trustee ❑ Guardian or Conservator El Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: _TC,r-(;c;.=C.`ix3£-Ci£4t,(.=4`CL`CL`C4`.c_4c'•<,".%:C.`47�L` L`c<7c(JL%G3Z:?R: 4`r(.'Z'L' L¢:L` C:X--CCC:cC,`G:1�71.'CCI -K:✓ C/_Izy=r 1r:CV X; 02014 National Notary Association - www.NationaiNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Sonoma On October 15th, 2024 before me, Katie Leigh Holcomb, Notary Public personally appeared Tiffany Howe , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. —41 �� � r � KATIE LEIGH HOLCOMB WITNESS my hand and official seal. _ "°taSonom►ac California nty rnia s y f Commission # 2430529 �a • My Comm. Expires Dec 13, 2026 Signal rc of Notary Public (Notary Seal) ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM DESCRIPTION OF THE ATTACHED DOCUMENT Bid Bond (Title or description of the attached document) Francisco Blvd East Mid Block Crossing Enhancement (Title or description of the attached document continued) Number of Pages 2 Document Date 10/11/2024 Citv of San Rafael (Title or description of the attached document) CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) X Corporate Officer (s) President/CFO ❑ Partner (s) ❑ Attorney -in -Fact ❑ Trustee (s) ❑ Other Any acknowledgement completed in California ninst contain verbiage exactly as appears above in the notary section or a separate acknowledgement form nntst be properly completed and attached to that docutuent. The only exception is ifa document is to be recorded outside of California. In such instances, any alternative acknowledgement verbiage as tnay be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (i.e. certifying the authorized capacity of the signer). Please check the document carefully far proper notarial wording and attach this form ijrequired. • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgement. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgement is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of the document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/they, is/are) or by circling the correct forms. Failure to correctly indicate this information may lead to rejection of the document recording. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re -seal if a sufficient area permits, otherwise complete a different acknowledgement fonn. • Signature of the notary public must match the signature on file with the office of the county clerk. o Additional Information is not required but could help to ensure this acknowledgement is not misused or attached to a different document. o Indicate title or type of attached document, # of pages and date. o Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document. Bond #: 070224138 Premium: included in performance bond Payment Bond The City of San Rafael ("City") and Mike Brown Electric Co. ("Contractor') have entered into a contract for work on the Francisco Blvd East Mid -Block Crossing Enhancement Project ("Project"). The Contract is incorporated by reference into this Payment Bond ("Bond"). 1. General. Under this Bond, Contractor as principal and Liberty Mutual Insurance Company its surety ("Surety"), are bound to City as obligee in an amount not less than $ 429,968.00 . under California Civil Code § 9550 et seq., to ensure payment to authorized claimants. This Bond is binding on the respective successors, assigns, owners, heirs, or executors of Surety and Contractor. 2. Surety's Obligation. If Contractor or any of its Subcontractors fails to pay a person authorized in California Civil Code § 9100 to assert a claim against a payment bond, any amounts due under the Unemployment Insurance Code with respect to work or labor performed under the Contract, or any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of Contractor and its Subcontractors under California Unemployment Insurance Code § 13020 with respect to the work and labor, then Surety will pay the obligation. 3. Beneficiaries. This Bond inures to the benefit of any of the persons named in California Civil Code § 9100, so as to give a right of action to those persons or their assigns in any suit brought upon this Bond. Contractor must promptly provide a copy of this Bond upon request by any person with legal rights under this Bond. 4. Duration. If Contractor promptly makes payment of all sums for all labor, materials, and equipment furnished for use in the performance of the Work required by the Contract, in conformance with the time requirements set forth in the Contract and as required by California law, Surety's obligations under this Bond will be null and void. Otherwise, Surety's obligations will remain in full force and effect. 5. Waivers. Surety waives any requirement to be notified of alterations to the Contract or extensions of time for performance of the Work under the Contract. Surety waives the provisions of Civil Code §§ 2819 and 2845. City waives the requirement of a new bond for any supplemental contract under Civil Code § 9550. Any notice to Surety may be given in the manner specified in the Contract and delivered or transmitted to Surety as follows: Attn: Ms. Danielle Lacombe Address: One Embarcadero Center, Suite 1320 City/State/Zip: San Francisco, CA 94111 Phone: (628) 220-6063 Email: danielle.lacombeAlibertymutual.com 6. Law and Venue. This Bond will be governed by California law, and venue for any dispute pursuant to this Bond will be in the Marin County Superior Court, and no other place. Surety will be responsible for City's attorneys' fees and costs in any action to enforce the provisions of this Bond. [Signatures are on the following page.] Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form PAYMENT BOND Project #11451 Page 5 7. Effective Date; Execution. This Bond is entered into and is effective on November 19 2024. SURETY: Mutual Insurance Company Stacy MkCI Name, Title Attorney -in -fact November 19, 2024 Date (Attach Acknowledgment with Notary Seal and Power of Attorney) CONTRACTOR: Mike Brown Electric Co. Business Name s/� T' any H resi ent Name, Title APPROV B TY: s/ R BERT F. EPSTE , bty Attorney Date END OF PAYMENT BOND Date Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form PAYMENT BOND Project #11451 Page 6 This Power of Attorney limits the acts of those named herein, and they have no authority to bind the Company except in the manner and to the extent herein stated. Liberty Mutual. Liberty Mutual Insurance Company SURETY The Ohio Casualty Insurance Company Certificate No: 8209662- 993881 West American Insurance Company POWER OF ATTORNEY KNOWN ALL PERSONS BY THESE PRESENTS: That The Ohio Casualty Insurance Company is a corporation duly organized under the laws of the State of New Hampshire, that Liberty Mutual Insurance Company is a corporation duly organized under the laws of the State of Massachusetts, and West American Insurance Company is a corporation duly organized under the laws of the State of Indiana (herein collectively called the "Companies"), pursuant to and by authority herein set forth, does hereby name, constitute and appoint, Stacy M. Clinton, K. Dixon Wright all of the city of Petaluma state of CA each individually if there be more than one named, its true and lawful attomey-in-fact to make, execute, seal, acknowledge and deliver, for and on its behalf as surety and as its act and deed, any and all undertakings, bonds, recognizances and other surety obligations, in pursuance of these presents and shall be as binding upon the Companies as if they have been duly signed by the president and attested by the secretary of the Companies in their own proper persons. IN WITNESS WHEREOF, this Power of Attorney has been subscribed by an authorized officer or official of the Companies and the corporate seals of the Companies have been affixed thereto this 3rd day of AriAl 2023. Liberty Mutual Insurance Company The Ohio Casualty Insurance Company P� �wsu �,St Ihy�,�+ �KSVR4 WestAmerican Insurance Company gGow'oa4 a' /any°4q , 1912 cf 1919 la 1991 n B r`�3,k ;�t�►aa David M. Carey, Assistant Secretary STATE OF PENNSYLVANIA ss COUNTY OF MONTGOMERY On this 3rd day of Aril, 2023, before me personally appeared David M. Carey, who acknowledged himself to be the Assistant Secretary of Liberty Mutual Insurance Company, The Ohio Casualty Company, and WestAmerican Insurance Company, and that he, as such, being authorized so to do, execute the foregoing instrument forthe purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my notarial seal at Plymouth Meeting, Pennsylvania, on the day and year first above written. ra'o- PASTE W4 c PAS,, <f Commonwealth of Pennsylvania - Notary Seal Teresa Paslella, Notary Public ^ f OF Montgomery County �qJ My commission expires March 28, 2025 By: Commission number 11260a; Teresa Pastella, Notary Public Member. Pennsylvania Association N Notaries This Power of Attorney is made and executed pursuant to and by authority of the following By-laws and Authorizations of The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, and West American Insurance Company which resolutions are now in full force and effect reading as follows: ARTICLE IV — OFFICERS: Section 12. Power of Attomey. Any officer or other official of the Corporation authorized for that purpose in writing by the Chairman or the President, and subject to such limitation as the Chairman or the President may prescribe, shall appoint such attomeys-in-fact, as may be necessary to act in behalf of the Corporation to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attorneys -in -fact, subject to the limitations set forth in their respective powers of attorney, shall have full power to bind the Corporation by their signature and execution of any such instruments and to attach thereto the seal of the Corporation. When so executed, such instruments shall be as binding as if signed by the President and attested to by the Secretary. Any power or authority granted to any representative or attomey-in-fact under the provisions of this article may be revoked at any time by the Board, the Chairman, the President or by the officer or officers granting such power or authority. ARTICLE XIII - Execution of Contracts: Section 5. Surety Bonds and Undertakings. Any officer ofthe Company authorized for that purpose in writing by the chairman or the president, and subject to such limitations as the chairman or the president may prescribe, shall appoint such attomeys-in-fact, as may be necessary to act in behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attomeys-in-fact, subject to the limitations set forth in their respective powers of attorney, shall have full power to bind the Company by their signature and execution of any such instruments and to attach thereto the seal of the Company. When so executed such instruments shall be as binding as if signed by the president and attested by the secretary. Certificate of Designation — The President ofthe Company, acting pursuant to the Bylaws ofthe Company, authorizes David M. Carey, Assistant Secretary to appoint such attomeys- infact as may be necessary to act on behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Authorization — By unanimous consent of the Company's Board of Directors, the Company consents that facsimile or mechanically reproduced signature of any assistant secretary of the Company, wherever appearing upon a certified copy of any power of attomey issued by the Company in connection with surety bonds, shall be valid and binding upon the Company with the same force and effect as though manually affixed. I, Renee C. Llewellyn, the undersigned, Assistant Secretary, of Liberty Mutual Insurance- Company, The Ohio Casualty Insurance Company, and WestAmerican Insurance Company do hereby certify that this power of attorney executed by said Companies is in full force and effect and has not been revoked. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seals of said Companies this 19tNay ofNoyember , 2024 �Nsv S� r;iyyR a %t1sUR oPPI ?`'fi,�°tt• .` �>�ao a�3`Paf��'Foyc+F r 1912 1 19# mod( 1991 �o By: `'* j%,60,NaD Renee C. Llewellyn, Assistant Secretary N U 7 C6 cw c E O >, U � >� QZ) a0 co �- 0 00 L 04 O CV �0? la- M L 0? 0 Q a� c� co — a Ca U o am �N co tL n POA - LMIC OCIC WAIC Multi Co 022021 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Sonoma On �� (Z4 before me, Nancy L. Wallis, Notary Public Date Here Insert Name and Title of the Officer personally appeared Stacy M. Clinton Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. ONCY L. WALLIS Notary public - California ' Sonoma County Commission # 2496056 •-` My Comm. Expires Aug 28, 2028 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS hand and official seal Signature ig ature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: __ Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: ......... {�e...... t3 z �C u` L i L Gtx t e�R t c tr t� eG e� c29ex � t t c 6 F t �e ce c G ©2014 National Notary Association • www.NationalNotary.org - 1-800-US NOTARY (1-800-876-6827) Item #5907 CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Sonoma On November 19th, 2024 before me, Katie Leigh Holcomb, Notary Public personally appeared Tiffany Howe , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. SIUMIUKC of Notary Public (Notary Seal) nor Th KATIE LEIGH HOLCOMB Notary Public - California J Sonoma County Commission # 2430529 eft. MY Comm. Expires Dec 13, 2026 ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT Payment Bond (Title or description of the attached document) Francisco Blvd East Mid -Block Crossing Enhancemcnt Proiect. (Title or description of the attached document continued) Number of Pages 2 Document Date 11/19/2024 City of San Rafael (Title or description of the attached document) CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) x Corporate Officer (s) President/CFO ❑ Partner (s) ❑ Attorney -in -Fact ❑ Trustee (s) ❑ Other INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgement completed in California must contain verbiage exactly as appears above in the notary section or a separate acknowledgement form must be properly completed and attached to that document. The only exception is ifa document is to be recorded outside of California. /n such instances, any alternative acknowledgement verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (i. e. certifying the authorised capacity of the signer). Please check the document carefully for proper notarial wording and attach this form if required. • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgement. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgement is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of the document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/they, is/are) or by circling the correct forms. Failure to correctly indicate this information may lead to rejection of the document recording. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re -seal if a sufficient area permits, otherwise complete a different acknowledgement form. • Signature of the notary public must match the signature on file with the office of the county clerk. o Additional Information is not required but could help to ensure this acknowledgement is not misused or attached to a different document. o Indicate title or type of attached document, # of pages and date. o Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document. Premium based on final contract price & is subject to adjustment Performance Bond Bond #: 070224138 Premium: $2,580.00 The City of San Rafael ("City") and Mike Brown Electric Co. ("Contractor") have entered into a contract for work on the Francisco Blvd East Mid -Block Crossing Enhancement Project ("Project"). The Contract is incorporated by reference into this Performance Bond ("Bond"). 1. General. Under this Bond, Contractor as principal and Liberty Mutual Insurance Company its surety ("Surety"), are bound to City as obligee for an amount not less than $ 429,968.00 to ensure Contractor's faithful performance of its obligations under the Contract. This Bond is binding on the respective successors, assigns, owners, heirs, or executors of Surety and Contractor. 2. Surety's Obligations. Surety's obligations are co -extensive with Contractor's obligations under the Contract. If Contractor fully performs its obligations under the Contract, including its warranty obligations under the Contract, Surety's obligations under this Bond will become null and void. Otherwise, Surety's obligations will remain in full force and effect. Waiver. Surety waives any requirement to be notified of and further consents to any alterations to the Contract made under the applicable provisions of the Contract Documents, including changes to the scope of Work or extensions of time for performance of Work under the Contract. Surety waives the provisions of Civil Code §§ 2819 and 2845. 4. Application of Contract Balance. Upon making a demand on this Bond for completion of the Work prior to acceptance of the Project, City will make the Contract Balance available to Surety for completion of the Work under the Contract. For purposes of this provision, the Contract Balance is defined as the total amount payable by City to Contractor as the Contract Price minus amounts already paid to Contractor, and minus any liquidated damages, credits, or backcharges to which City is entitled under the terms of the Contract. 5. Contractor Default. Upon written notification from City of Contractor's termination for default under Article 13 of the Contract General Conditions, time being of the essence, Surety must act within the time specified in Article 13 to remedy the default through one of the following courses of action: 5.1 Arrange for completion of the Work under the Contract by Contractor, with City's consent, but only if Contractor is in default solely due to its financial inability to complete the Work; 5.2 Arrange for completion of the Work under the Contract by a qualified contractor acceptable to City, and secured by performance and payment bonds issued by an admitted surety as required by the Contract Documents, at Surety's expense; or 5.3 Waive its right to complete the Work under the Contract and reimburse City the amount of City's costs to have the remaining Work completed. 6. Surety Default. If Surety defaults on its obligations under the Bond, City will be entitled to recover all costs it incurs due to Surety's default, including legal, design professional, or delay costs. 7. Notice. Any notice to Surety may be given in the manner specified in the Contract and sent to Surety as follows: Attn: Ms. Danielle Lacombe Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form PERFORMANCE BOND Project #11451 Page 7 Address: One Embarcadero Center, Suite 1320 City/State/Zip: San Francisco. CA 94111 Phone: (628) 220-6063 Fax: (866) 547-4881 Email: danielle.lacombe@libertymutual.com 8. Law and Venue. This Bond will be governed by California law, and venue for any dispute pursuant to this Bond will be in the Marin County Superior Court, and no other place. Surety will be responsible for City's attorneys' fees and costs in any action to enforce the provisions of this Bond. 9. Effective Date; Execution. This Bond is entered into and effective on November 19 2024 . SURETY: Lib Mutual Insurance Company Bus; ame s November 19, 2024 Date Stacy-M Cli n, Attorney -in -fact Name, Title (Attach Acknowledgment with Notary Seal and Power of Attorney) CONTRACTOR: Mike Brown Electric Co. Business Name T ffany LAD r ident Name, Title APPROVE BY I s/ RO§ERT F. EPSTEIN, C Attorney la-`�- Date END OF PERFORMANCE BOND Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form PERFORMANCE BOND Project #11451 Page 8 Cn a) c m U a) OM a) > �Cn 02 do 0- co a) N CU 2 f 0.9 E� CU o_ U CU > N 0 `- Z 5 This Power of Attorney limits the acts of those named herein, and they have no authority to Liberty bind the Company except in the manner and to the extent herein stated. Mutual. Liberty Mutual Insurance Company SURETY The Ohio Casualty Insurance Company Certificate No: 8209682-993881 West American Insurance Company POWER OF ATTORNEY KNOWN ALL PERSONS BY THESE PRESENTS: That The Ohio Casualty Insurance Company is a corporation duly organized under the laws of the State of New Hampshire, that Liberty Mutual Insurance Company is a corporation duly organized under the laws of the State of Massachusetts, and West American Insurance Company is a corporation duly organized under the laws of the State of Indiana (herein collectively called the "Companies"), pursuant to and by authority herein set forth, does hereby name, constitute and appoint, Stacy M. Clinton. K. Dixon Wright all of the city of Petaluma state of CA each individually if there be more than one named, its true and lawful attomey-in-fact to make, execute, seal, acknowledge and deliver, for and on its behalf as surety and as its act and deed, any and all undertakings, bonds, recognizances and other surety obligations, in pursuance of these presents and shall be as binding upon the Companies as if they have been duly signed by the president and attested by the secretary of the Companies in their own proper persons. IN WITNESS WHEREOF, this Power of Attorney has been subscribed by an authorized officer or official of the Companies and the corporate seals of the Companies have been affixed thereto this 3rd day of April 2023. Liberty Mutual Insurance Company The Ohio Casualty Insurance Company W 8t, ,�,sv a �NSuq� West American Insurance Company r ow, C, to a d Fame° a 1991 By: l CHV David M. Carey, Assistant Secretary STATE OF PENNSYLVANIA ss COUNTY OF MONTGOMERY On this 3rd day of Af, 2023, before me personally appeared David M. Carey, who acknowledged himself to be the Assistant Secretary of Liberty Mutual Insurance Company, The Ohio Casualty Company, and West American Insurance Company, and that he, as such, being authorized so to do, execute the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my notarial seal at Plymouth Meeting, Pennsylvania, on the day and year first above written. 9P P4ST tv� 08 C{ Commw-malth of Pennsylvania -Notary Seal +- - 9 Teresa Pastella, Notary Public % 4 Montgomery County 1}y,� My commission expires March 28, 2025 By: - 4 40Y Commission number 1126044 Teresa Pastella, Notary Public Member, Pennsylvania Association a Notaries This Power of Attorney is made and executed pursuant to and by authority of the following By-laws and Authorizations of The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, and West American Insurance Company which resolutions are now in full force and effect reading as follows: ARTICLE IV— OFFICERS: Section 12. Power of Attorney. Any officer or other official of the Corporation authorized for that purpose in writing by the Chairman or the President, and subject to such limitation as the Chairman or the President may prescribe, shall appoint such attomeys-in-fact, as may be necessary to act in behalf of the Corporation to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attomeys-in-fact, subject to the limitations set forth in their respective powers of attorney, shall have full power to bind the Corporation by their signature and execution of any such instruments and to attach thereto the seal of the Corporation. When so executed, such instruments shall be as binding as if signed by the President and attested to by the Secretary. Any power or authority granted to any representative or attomey-in-fact under the provisions of this article may be revoked at any time by the Board, the Chairman, the President or by the officer or officers granting such power or authority. ARTICLE All - Execution of Contracts: Section 5. Surety Bonds and Undertakings Any officer ofthe Company authorized for that purpose in writing by the chairman or the president, and subject to such limitations as the chairman or the president may prescribe, shall appoint such attomeys-in-fact, as may be necessary to act in behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attomeys-in-fact, subject to the limitations set forth in their respective powers of attorney, shall have full power to bind the Company by their signature and execution of any such instruments and to attach thereto the seal of the Company. When so executed such instruments shall be as binding as if signed by the president and attested by the secretary. Certificate of Designation —The President ofthe Company, acting pursuant to the Bylaws ofthe Company, authorizes David M. Carey, Assistant Secretary to appoint such attomeys- infact as may be necessary to act on behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Authorization — By unanimous consent of the Company's Board of Directors, the Company consents that facsimile or mechanically reproduced signature of any assistant secretary of the Company, wherever appearing upon a certified copy of any power of attorney issued by the Company in connection with surety bonds, shall be valid and binding upon the Company with the same force and effect as though manually affixed. I, Renee C. Llewellyn, the undersigned, Assistant Secretary, of Liberty Mutual Insuian'ce Company, The Ohio Casualty Insurance Company, and West American Insurance Company do hereby certify that this power of attorney executed by said Corllpapies is in ful! force and 8ff?ct and has not been revoked. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the,seals of said Companies this 19tNay of November 2024 1N8U rhiy MKS .C.oat;%, 4P �Prw„rt "c 1912 "? 1t� 9 �� Lu 1991 c.1 9� r O �i J. B r °act D � . A Y,p +vu J, ,D y Renee C. Llewellyn, Assistant Secretary �_ U Q c� c E L) O U >� a=) a0 'cc L E 0 a) Q O 00 L O tV 3C? Ii M L � 0 �(0 c(0 co = "a ca U o (1) w L a) LL a POA - LMIC OCIC WAIC Multi Co 022021 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of, the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Sonoma ) On ! V2, before me, _ Nancy L. Wallis. Notary Public Date Here Insert Name and Title of the Officer personally appeared Stacy M. Clinton Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 00.".`:My NANCY L. WALL!S Notary Pubiic - Cajifornia Sonoma CountyCommission If2496056 Comm. Expires Aug 28, 2028 Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS y an and official seal. Signature Sign re of Notary Public OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: _ Document Date: _ Number of Pages: Signer(s) Other Than Named Above: _ Capacity(ies) Claimed by Signer(s) Signer's Name: _ ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact Ll Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: ^�� cc �� c e�c E c�sc e �zzxac�x� c�c ^cvec cr cz car^ cc>c c ze c cx ticc�;. z_C UI z WAX 02014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Sonoma On November 19th, 2024 before me, Katie Leigh Holcomb, Notary Public personally appeared Tiffany Howe , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. �. KATIE LEIGH HOLCOMB ` Notary Public - California z WITNESS my hand and official seal. Z Sonoma County ° Commission # 2430529 My Comm. Expires Dec 13, 2026 Signature of Notary Public (Notary Seal) ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT Performance Bond (Title or description of the attached document) Francisco Blvd East Mid -Block Crossing Enhancement Project. (Title or description of the attached document continued) Number of Pages 2 Document Date _11/19/2024 Citv of San Rafael (Title or description of the attached document) CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) x Corporate Officer (s) President/CFO ❑ Partner (s) ❑ Attorney -in -Fact ❑ Trustee (s) ❑ Other INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgement completed in California must contain verbiage exactly as appears above in the notary section or a separate acknowledgement form must be properly completed and attached to that document. The only exception is if a document is to be recorded outside of California. In such instances, any alternative acknowledgement verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (i.e. certifying the authorised capacity of the signer). Please check the document carefully for proper notarial wording and attach this form if required. • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgement. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgement is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of the document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/they, is/are) or by circling the correct forms. Failure to correctly indicate this information may lead to rejection of the document recording. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re -seal if a sufficient area permits, otherwise complete a different acknowledgement form • Signature of the notary public must match the signature on file with the office of the county clerk. o Additional Information is not required but could help to ensure this acknowledgement is not misused or attached to a different document. o Indicate title or type of attached document, # of pages and date, o Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document. General Conditions Article 1 - Definitions Definitions. The following definitions apply to all of the Contract Documents unless otherwise indicated, e.g., additional definitions that apply solely to the Specifications or other technical documents. Defined terms and titles of documents are capitalized in the Contract Documents, with the exception of the following (in any tense or form): "day," "furnish," "including," "install," "work day" or "working day." Allowance means a specific amount that must be included in the Bid Proposal for a specified purpose. Article, as used in these General Conditions, means a numbered Article of the General Conditions, unless otherwise indicated by the context. Change Order means a written document duly approved and executed by City, which changes the scope of Work, the Contract Price, or the Contract Time. City means the municipality which has entered into the Contract with Contractor for performance of the Work, acting through its City Council, officers, employees, City Engineer, and any other authorized representatives. City Engineer means the City Engineer for City and his or her authorized delegee(s). Claim means a separate demand by Contractor for a change in the Contract Time or Contract Price, that has previously been submitted to City in accordance with the requirements of the Contract Documents, and which has been rejected by City, in whole or in part; or a written demand by Contractor objecting to the amount of Final Payment. Contract means the signed agreement between City and Contractor for performing the Work required for the Project, and all documents expressly incorporated therein. Contract Documents means, collectively, all of the documents listed as such in Section 2 of the Contract, including the Notice Inviting Bids; the Instructions to Bidders; addenda, if any; the Bid Proposal, and attachments thereto; the Contract; the Notice of Potential Award and Notice to Proceed; the payment and performance bonds; the General Conditions; the Special Conditions; the Project Plans and Specifications; any Change Orders; and any other documents which are clearly and unambiguously made part of the Contract Documents. The Contract Documents do not include documents provided "For Reference Only," or documents that are intended solely to provide information regarding existing conditions. Contract Price means the total compensation to be paid to Contractor for performance of the Work, as set forth in the Contract and as may be amended by Change Order or adjusted for an Allowance. The Contract Price is not subject to adjustment due to inflation or due to the increased cost of labor, material, supplies or equipment following submission of the Bid Proposal. Contract Time means the time specified for complete performance of the Work, as set forth in the Contract and as may be amended by Change Order. Contractor means the individual, partnership, corporation, or joint -venture that has signed the Contract with City to perform the Work. Day means a calendar day unless otherwise specified. Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 9 Design Professional means the licensed individual(s) or firm(s) retained by City to provide architectural, engineering, or electrical engineering design services for the Project. If no Design Professional has been retained for this Project, any reference to Design Professional is deemed to refer to the Engineer. DIR means the California Department of Industrial Relations. Drawings has the same meaning as Plans. Engineer means the City Engineer for the City of San Rafael and his or her authorized delegees. Excusable Delay is defined in Section 5.3(B), Excusable Delay. Extra Work means new or unforeseen work added to the Project, as determined by the Engineer in his or her sole discretion, including Work that was not part of or incidental to the scope of the Work when the Contractor's bid was submitted; Work that is substantially different from the Work as described in the Contract Documents at bid time; or Work that results from a substantially differing and unforeseeable condition. Final Completion means Contractor has fully completed all of the Work required by the Contract Documents to the City's satisfaction, including all punch list items and any required commissioning or training, and has provided the City with all required submittals, including the instructions and manuals, product warranties, and as -built drawings. Final Payment means payment to Contractor of the unpaid Contract Price, including release of undisputed retention, less amounts withheld or deducted pursuant to the Contract Documents. Furnish means to purchase and deliver for the Project. Government Code Claim means a claim submitted pursuant to California Government Code § 900 et seq. Hazardous Materials means any substance or material identified now or in the future as hazardous under any Laws, or any other substance or material that may be considered hazardous or otherwise subject to Laws governing handling, disposal, or cleanup. Including, whether or not capitalized, means "including, but not limited to," unless the context clearly requires otherwise. Inspector means the individual(s) or firm(s) retained or employed by City to inspect the workmanship, materials, and manner of construction of the Project and its components to ensure compliance with the Contract Documents and all Laws. Install means to fix in place for materials, and to fix in place and connect for equipment. Laws means all applicable local, state, and federal laws, regulations, rules, codes, ordinances, permits, orders, and the like enacted or imposed by or under the auspices of any governmental entity with jurisdiction over any of the Work or any performance of the Work, including health and safety requirements. Non -Excusable Delay is defined in Section 5.3(D), Non -Excusable Delay. Plans means the City -provided plans, drawings, details, or graphical depictions of the Project requirements, but does not include Shop Drawings. Project means the public works project referenced in the Contract Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 10 Project Manager means the individual designated by City to oversee and manage the Project on City's behalf and may include his or her authorized delegee(s) when the Project Manager is unavailable. If no Project Manager has been designated for this Project, any reference to Project Manager is deemed to refer to the Engineer. Recoverable Costs is defined in Section 5.3(F), Recoverable Costs. Request for Information or RFI means Contractor's written request for information about the Contract Documents, the Work or the Project, submitted to City in the manner and format specified by City. Section, when capitalized in these General Conditions, means a numbered section or subsection of the General Conditions, unless the context clearly indicates otherwise. Shop Drawings means drawings, plan details or other graphical depictions prepared by or on behalf of Contractor, and subject to City acceptance, which are intended to provide details for fabrication, installation, and the like, of items required by or shown in the Plans or Specifications. Specialty Work means Work that must be performed by a specialized Subcontractor with the specified license or other special certification, and that the Contractor is not qualified to self - perform. Specifications means the technical, text specifications describing the Project requirements, which are prepared for and incorporated into the Contract by or on behalf of City, and does not include the Contract, General Conditions or Special Conditions. Subcontractor means an individual, partnership, corporation, or joint -venture retained by Contractor directly or indirectly through a subcontract to perform a specific portion of the Work. The term Subcontractor applies to subcontractors of all tiers, unless otherwise indicated by the context. A third party such as a utility performing related work on the Project is not a Subcontractor, even if Contractor must coordinate its Work with the third party. Technical Specifications has the same meaning as Specifications. Work means all of the construction and services necessary for or incidental to completing the Project in conformance with the requirements of the Contract Documents. Work Day or Working Day, whether or not capitalized, means a weekday when the City is open for business, and does not include holidays observed by the City. Worksite means the place or places where the Work is performed, which includes, but may extend beyond the Project site, including separate locations for staging, storage, or fabrication. Article 2 - Roles and Responsibilities 2.1 City. (A) City Council. The City Council has final authority in all matters affecting the Project, except to the extent it has delegated authority to the Engineer. (B) Engineer. The Engineer, acting within the authority conferred by the City Council, is responsible for administration of the Project on behalf of City, including authority to provide directions to the Design Professional and to Contractor to ensure proper and timely completion of the Project. The Engineer's decisions are final and Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 11 conclusive within the scope of his or her authority, including interpretation of the Contract Documents. (C) Project Manager. The Project Manager assigned to the Project will be the primary point of contact for the Contractor and will serve as City's representative for daily administration of the Project on behalf of City. Unless otherwise specified, all of Contractor's communications to City (in any form) will go to or through the Project Manager. City reserves the right to reassign the Project Manager role at any time or to delegate duties to additional City representatives, without prior notice to or consent of Contractor. (D) Design Professional. The Design Professional is responsible for the overall design of the Project and, to the extent authorized by City, may act on City's behalf to ensure performance of the Work in compliance with the Plans and Specifications, including any design changes authorized by Change Order. The Design Professional's duties may include review of Contractor's submittals, visits to any Worksite, inspecting the Work, evaluating test and inspection results, and participation in Project -related meetings, including any pre -construction conference, weekly meetings, and coordination meetings. The Design Professional's interpretation of the Plans or Specifications is final and conclusive. 2.2 Contractor. (A) General. Contractor must provide all labor, materials, supplies, equipment, services, and incidentals necessary to perform and timely complete the Work in strict accordance with the Contract Documents, and in an economical and efficient manner in the best interests of City, and with minimal inconvenience to the public. (B) Responsibility for the Work and Risk of Loss. Contractor is responsible for supervising and directing all aspects of the Work to facilitate the efficient and timely completion of the Work. Contractor is solely responsible for and required to exercise full control over the Work, including the construction means, methods, techniques, sequences, procedures, safety precautions and programs, and coordination of all portions of the Work with that of all other contractors and Subcontractors, except to the extent that the Contract Documents provide other specific instructions. Contractor's responsibilities extend to any plan, method or sequence suggested, but not required by City or specified in the Contract Documents. From the date of commencement of the Work until either the date on which City formally accepts the Project or the effective date of termination of the Contract, whichever is later, Contractor bears all risks of injury or damage to the Work and the materials and equipment delivered to any Worksite, by any cause including fire, earthquake, wind, weather, vandalism or theft. (C) Project Administration. Contractor must provide sufficient and competent administration, staff, and skilled workforce necessary to perform and timely complete the Work in accordance with the Contract Documents. Before starting the Work, Contractor must designate in writing and provide complete contact information, including telephone numbers and email address, for the officer or employee in Contractor's organization who is to serve as Contractor's primary representative for the Project, and who has authority to act on Contractor's behalf. A Subcontractor may not serve as Contractor's primary representative. (D) On -Site Superintendent. Contractor must, at all times during performance of the Work, provide a qualified and competent full-time superintendent acceptable to City, and assistants as necessary, who must be physically present at the Project site while any aspect of the Work is being performed. The superintendent must have full authority to act and communicate on behalf of Contractor, and Contractor will be bound by the Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 12 superintendent's communications to City. City's approval of the superintendent is required before the Work commences. If City is not satisfied with the superintendent's performance, City may request a qualified replacement of the superintendent. Failure to comply may result in temporary suspension of the Work, at Contractor's sole expense and with no extension of Contract Time, until an approved superintendent is physically present to supervise the Work. Contractor must provide written notice to City, as soon as practicable, before replacing the superintendent. (E) Standards. Contractor must, at all times, ensure that the Work is performed in an efficient, skillful manner following best practices and in full compliance with the Contract Documents and Laws and applicable manufacturer's recommendations. Contractor has a material and ongoing obligation to provide true and complete information, to the best of its knowledge, with respect to all records, documents, or communications pertaining to the Project, including oral or written reports, statements, certifications, Change Order requests, or Claims. (F) Meetings. Contractor, its project manager, superintendent and any primary Subcontractors requested by City, must attend a pre -construction conference, if requested by City, as well as weekly Project progress meetings scheduled with City. If applicable, Contractor may also be required to participate in coordination meetings with other parties relating to other work being performed on or near the Project site or in relation to the Project, including work or activities performed by City, other contractors, or other utility owners. (G) Construction Records. Contractor will maintain up-to-date, thorough, legible, and dated daily job reports, which document all significant activity on the Project for each day that Work is performed on the Project. The daily report for each day must include the number of workers at the Project site; primary Work activities; major deliveries; problems encountered, including injuries, if any; weather and site conditions; and delays, if any. Contractor will take date and time -stamped photographs to document general progress of the Project, including site conditions prior to construction activities, before and after photographs at offset trench laterals, existing improvements and utilities, damage and restoration. Contractor will maintain copies of all subcontracts, Project -related correspondence with Subcontractors, and records of meetings with Subcontractors. Upon request by the City, Contractor will permit review of and/or provide copies of any of these construction records. (H) Responsible Party. Contractor is solely responsible to City for the acts or omissions of any Subcontractors, or any other party or parties performing portions of the Work or providing equipment, materials or services for or on behalf of Contractor or the Subcontractors. Upon City's written request, Contractor must promptly and permanently remove from the Project, at no cost to City, any employee or Subcontractor or employee of a Subcontractor who the Engineer has determined to be incompetent, intemperate or disorderly, or who has failed or refused to perform the Work as required under the Contract Documents. (1) Correction of Defects. Contractor must promptly correct, at Contractor's sole expense, any Work that is determined by City to be deficient or defective in any way, including workmanship, materials, parts or equipment. Workmanship, materials, parts or equipment that do not conform to the requirements under the Plans, Specifications and every other Contract Document, as determined by City, will be considered defective and subject to rejection. Contractor must also promptly correct, at Contractor's sole expense, any Work performed beyond the lines and grades shown on the Plans or established by City, and any Extra Work performed without City's prior written approval. If Contractor fails to correct or to take reasonable steps toward correcting defective Work within five days following notice from City, or within the time specified in City's notice to correct, City Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 13 may elect to have the defective Work corrected by its own forces or by a third party, in which case the cost of correction will be deducted from the Contract Price. If City elects to correct defective Work due to Contractor's failure or refusal to do so, City or its agents will have the right to take possession of and use any equipment, supplies, or materials available at the Project site or any Worksite on City property, in order to effectuate the correction, at no extra cost to City. Contractor's warranty obligations under Section 11.2, Warranty, will not be waived nor limited by City's actions to correct defective Work under these circumstances. Alternatively, City may elect to retain defective Work, and deduct the difference in value, as determined by the Engineer, from payments otherwise due to Contractor. This paragraph applies to any defective Work performed by Contractor during the one-year warranty period under Section 11.2. (J) Contractor's Records. Contractor must maintain all of its records relating to the Project in any form, including paper documents, photos, videos, electronic records, approved samples, and the construction records required pursuant to paragraph (G), above. Project records subject to this provision include complete Project cost records and records relating to preparation of Contractor's bid, including estimates, take -offs, and price quotes or bids. (1) Contractor's cost records must include all supporting documentation, including original receipts, invoices, and payroll records, evidencing its direct costs to perform the Work, including, but not limited to, costs for labor, materials and equipment. Each cost record should include, at a minimum, a description of the expenditure with references to the applicable requirements of the Contract Documents, the amount actually paid, the date of payment, and whether the expenditure is part of the original Contract Price, related to an executed Change Order, or otherwise categorized by Contractor as Extra Work. Contractor's failure to comply with this provision as to any claimed cost operates as a waiver of any rights to recover the claimed cost. (2) Contractor must continue to maintain its Project -related records in an organized manner for a period of five years after City's acceptance of the Project or following Contract termination, whichever occurs first. Subject to prior notice to Contractor, City is entitled to inspect or audit any of Contractor's records relating to the Project during Contractor's normal business hours. The record -keeping requirements set forth in this subsection 2.2(J) will survive expiration or termination of the Contract. (K) Copies of Project Documents. Contractor and its Subcontractors must keep copies, at the Project site, of all Work -related documents, including the Contract, permit(s), Plans, Specifications, Addenda, Contract amendments, Change Orders, RFIs and RFI responses, Shop Drawings, as -built drawings, schedules, daily records, testing and inspection reports or results, and any related written interpretations. These documents must be available to City for reference at all times during construction of the Project. 2.3 Subcontractors. (A) General. All Work which is not performed by Contractor with its own forces must be performed by Subcontractors. City reserves the right to approve or reject any and all Subcontractors proposed to perform the Work, for reasons including the subcontractor's poor reputation, lack of relevant experience, financial instability, and lack of technical ability or adequate trained workforce. Each Subcontractor must obtain a City business license before performing any Work. Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 14 (B) Contractual Obligations. Contractor must require each Subcontractor to comply with the provisions of the Contract Documents as they apply to the Subcontractor's portion(s) of the Work, including the generally applicable terms of the Contract Documents, and to likewise bind their subcontractors. Contractor will provide that the rights that each Subcontractor may have against any manufacturer or supplier for breach of warranty or guarantee relating to items provided by the Subcontractor for the Project, will be assigned to City. Nothing in these Contract Documents creates a contractual relationship between a Subcontractor and City, but City is deemed to be a third -party beneficiary of the contract between Contractor and each Subcontractor. (C) Termination. If the Contract is terminated, each Subcontractor's agreement must be assigned by Contractor to City, subject to the prior rights of any surety, but only if and to the extent that City accepts, in writing, the assignment by written notification, and assumes all rights and obligations of Contractor pursuant to each such subcontract agreement. (D) Substitution of Subcontractor. If Contractor requests substitution of a listed Subcontractor under Public Contract Code § 4107, Contractor is solely responsible for all costs City incurs in responding to the request, including legal fees and costs to conduct a hearing, and any increased subcontract cost to perform the Work that was to be performed by the listed Subcontractor. If City determines that a Subcontractor is unacceptable to City based on the Subcontractor's failure to satisfactorily perform its Work, or for any of the grounds for substitution listed in Public Contract Code § 4107(a), City may request removal of the Subcontractor from the Project. Upon receipt of a written request from City to remove a Subcontractor pursuant to this paragraph, Contractor will immediately remove the Subcontractor from the Project and, at no further cost to City, will either (1) self -perform the remaining Work to the extent that Contractor is duly licensed and qualified to do so, or (2) substitute a Subcontractor that is acceptable to City, in compliance with Public Contract Code § 4107, as applicable. 2.4 Coordination of Work. (A) Concurrent Work. City reserves the right to perform, have performed, or permit performance of other work on or adjacent to the Project site while the Work is being performed for the Project. Contractor is responsible for coordinating its Work with other work being performed on or adjacent to the Project site, including by any utility companies or agencies, and must avoid hindering, delaying; or interfering with the work of other contractors, individuals, or entities, and must ensure safe and reasonable site access and use as required or authorized by City. To the full extent permitted by law, Contractor must hold harmless and indemnify City against any and all claims arising from or related to Contractor's avoidable, negligent, or willful hindrance of, delay to, or interference with the work of any utility company or agency or another contractor or subcontractor. (B) Coordination. If Contractor's Work will connect or interface with work performed by others, Contractor is responsible for independently measuring and visually inspecting such work to ensure a correct connection and interface. Contractor is responsible for any failure by Contractor or its Subcontractors to confirm measurements before proceeding with connecting Work. Before proceeding with any portion of the Work affected by the construction or operations of others, Contractor must give the Project Manager prompt written notification of any defects Contractor discovers which will prevent the proper execution of the Work. Failure to give notice of any known or reasonably discoverable defects will be deemed acknowledgement by Contractor that the work of others is not defective and will not prevent the proper execution of the Work. Contractor must also promptly notify City if work performed by others, including work or activities performed by City's own forces, is operating to hinder, delay, or interfere with Contractor's timely Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 15 performance of the Work. City reserves the right to backcharge Contractor for any additional costs incurred due to Contractor's failure to comply with the requirements in this Section 2.4. 2.5 Submittals. Unless otherwise specified, Contractor must submit to the Engineer for review and acceptance, all schedules, Shop Drawings, samples, product data, and similar submittals required by the Contract Documents, or upon request by the Engineer. Unless otherwise specified, all submittals, including Requests for Information, are subject to the general provisions of this Section, as well as specific submittal requirements that may be included elsewhere in the Contract Documents, including the Special Conditions or Specifications. The Engineer may require submission of a submittal schedule at or before a pre -construction conference, as may be specified in the Notice to Proceed. (A) General. Contractor is responsible for ensuring that its submittals are accurate and conform to the Contract Documents. (B) Time and Manner of Submission. Contractor must ensure that its submittals are prepared and delivered in a manner consistent with the current City -accepted schedule for the Work and within the applicable time specified in the Contract Documents, or if no time is specified, in such time and sequence so as not to delay the performance of the Work or completion of the Project. (C) Required Contents. Each submittal must include the Project name and contract number, Contractor's name and address, the name and address of any Subcontractor or supplier involved with the submittal, the date, and references to applicable Specification section(s) and/or drawing and detail number(s). (D) Required Corrections. If corrections are required, Contractor must promptly make and submit any required corrections as specified in full conformance with the requirements of this Section, or other requirements that apply to that submittal. (E) Effect of Review and Acceptance. Review and acceptance of a submittal by City will not relieve Contractor from complying with the requirements of the Contract Documents. Contractor is responsible for any errors in any submittal, and review or acceptance of a submittal by City is not an assumption of risk or liability by City. (F) Enforcement. Any Work performed or any material furnished, installed, fabricated or used without City's prior acceptance of a required submittal is performed or provided at Contractor's risk, and Contractor may be required to bear the costs incident thereto, including the cost of removing and replacing such Work, repairs to other affected portions of the Work or material, and the cost of additional time or services required of City, including costs for the Design Professional, Project Manager, or Inspector. (G) Excessive RFIs. A RFI will be considered excessive or unnecessary if City determines that the explanation or response to the RFI is clearly and unambiguously discernable from the Contract Documents. City's costs to review and respond to excessive or unnecessary RFIs may be deducted from payments otherwise due to Contractor. 2.6 Shop Drawings. When Shop Drawings are required by the Specifications or requested by the Engineer, they must be prepared according to best practices at Contractor's expense. The Shop Drawings must be of a size and scale to clearly show all necessary details. Unless otherwise specified by City, Shop Drawings must be provided to the Engineer for review and acceptance at least 30 days before the Work will be performed. If City requires changes, the corrected Shop Drawings must be resubmitted to the Engineer for review within the time specified by the Engineer. For all Project components Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 16 requiring Shop Drawings, Contractor will not furnish materials or perform any Work until the Shop Drawings for those components are accepted by City. Contractor is responsible for any errors or omissions in the Shop Drawings, shop fits and field corrections; any deviations from the Contract Documents; and for the results obtained by the use of Shop Drawings. Acceptance of Shop Drawings by City does not relieve Contractor of Contractor's responsibility. 2.7 Access to Work. Contractor must afford prompt and safe access to any Worksite by City and its employees, agents, or consultants authorized by City; and upon request by City, Contractor must promptly arrange for City representatives to visit or inspect manufacturing sites or fabrication facilities for items to be incorporated into the Work. 2.8 Personnel. Contractor and its Subcontractors must employ only competent and skillful personnel to perform the Work. Contractor and its Subcontractor's supervisors, security or safety personnel, and employees who have unescorted access to the Project site must possess proficiency in English sufficient to read, understand, receive, and implement oral or written communications or instructions relating to their respective job functions, including safety and security requirements. Upon written notification from the Engineer, Contractor and its Subcontractors must immediately discharge any personnel who are incompetent, disorderly, disruptive, threatening, abusive, or profane, or otherwise refuse or fail to comply with the requirements of the Contract Documents or Laws, including Laws pertaining to health and safety. Any such discharged personnel may not be re- employed or permitted on the Project in any capacity without City's prior written consent. Article 3 - Contract Documents 3.1 Interpretation of Contract Documents. (A) Plans and Specifications. The Plans and Specifications included in the Contract Documents are complementary. If Work is shown on one but not on the other, Contractor must perform the Work as though fully described on both, consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. The Plans and Specifications are deemed to include and require everything necessary and reasonably incidental to completion of the Work, whether or not particularly mentioned or shown. Contractor must perform all Work and services and supply all things reasonably related to and inferable from the Contract Documents. In the event of a conflict between the Plans and Specifications, the Specifications will control, unless the drawing(s) at issue are dated later than the Specification(s) at issue. Detailed drawings take precedence over general drawings, and large-scale drawings take precedence over smaller scale drawings. Any arrangement or division of the Plans and Specifications into sections is for convenience and is not intended to limit the Work required by separate trades. A conclusion presented in the Plans or Specifications is only a recommendation. Actual locations and depths must be determined by Contractor's field investigation. Contractor may request access to underlying or background information in City's possession that is necessary for Contractor to form its own conclusions. (B) Duty to Notify and Seek Direction. If Contractor becomes aware of a changed condition in the Project, or of any ambiguity, conflict, inconsistency, discrepancy, omission, or error in the Contract Documents, including the Plans or Specifications, Contractor must promptly submit a Request for Information to the Engineer and wait for a response from City before proceeding further with the related Work. The RFI must notify City of the issue and request clarification, interpretation or direction. The Engineer's clarification, interpretation or direction will be final and binding on Contractor. If Contractor proceeds with the related Work before obtaining City's response, Contractor will be responsible for any resulting costs, including the cost of correcting any incorrect or Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 17 defective Work that results. Timely submission of a clear and complete RFI is essential to avoiding delay. Delay resulting from Contractor's failure to submit a timely and complete RFI to the Engineer is Non -Excusable Delay. If Contractor believes that City's response to an RFI justifies a change to the Contract Price or Contract Time, Contractor must perform the Work as directed, but may submit a timely Change Order request in accordance with the Contract Documents. (See Article 5 and 6.) (C) Figures and Dimensions. Figures control over scaled dimensions. (D) Technical or Trade Terms. Any terms that have well-known technical or trade meanings will be interpreted in accordance with those meanings, unless otherwise specifically defined in the Contract Documents. (E) Measurements. Contractor must verify all relevant measurements in the Contract Documents and at the Project site before ordering any material or performing any Work, and will be responsible for the correctness of those measurements or for costs that could have been avoided by independently verifying measurements. (F) Compliance with Laws. The Contract Documents are intended to comply with Laws and will be interpreted to comply with Laws. 3.2 Order of Precedence. Information included in one Contract Document but not in another will not be considered a conflict or inconsistency. Unless otherwise specified in the Special Conditions, in case of any conflict or inconsistency among the Contract Documents, the following order of precedence will apply, beginning from highest to lowest, with the most recent version taking precedent over an earlier version: (A) Change Orders; (B) Addenda; (C) Contract; (D) Notice to Proceed; (E) Attachment B — Federal Contract Requirements (only if used); (F) Special Conditions; (G) General Conditions; (H) Payment and Performance Bonds; (1) Specifications; W Plans; (K) Notice of Potential Award; (L) Notice Inviting Bids; (M) Attachment A — Federal Bidding Requirements (only if used); (N) Instructions to Bidders; (0) Contractor's Bid Proposal and attachments; (P) the City's standard specifications, as applicable; and (Q) Any generic documents prepared by and on behalf of a third party, that were not prepared specifically for this Project, such as the Caltrans Standard Specifications or Caltrans Special Provisions. 3.3 Caltrans Standard Specifications. Any reference to or incorporation of the Standard Specifications of the State of California, Department of Transportation ("Caltrans"), including "Standard Specifications," "Caltrans Specifications," "State Specifications," or "CSS," means the most current edition of Caltrans' Standard Specifications, unless otherwise specified ("Caltrans Standard Specifications"), including the most current amendments as of the date that Contractor's bid was submitted for this Project. The following provisions apply to use of or reference to the Caltrans Standard Specifications or Special Provisions: Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 18 (A) Limitations. The "General Provisions" of the Caltrans Standard Specifications, i.e., sections 1 through 9, do not apply to these Contract Documents with the exception of any specific provisions, if any, which are expressly stated to apply to these Contract Documents. (B) Conflicts or Inconsistencies. If there is a conflict or inconsistency between any provision in the Caltrans Standard Specifications or Special Provisions and a provision of these Contract Documents, as determined by City, the provision in the Contract Documents will govern. (C) Meanings. Terms used in the Caltrans Standard Specifications or Special Provisions are to be interpreted as follows: (1) Any reference to the "Engineer" is deemed to mean the City Engineer. (2) Any reference to the "Special Provisions" is deemed to mean the Special Conditions, unless the Caltrans Special Provisions are expressly included in the Contract Documents listed in Section 2 of the Contract. (3) Any reference to the "Department" or "State" is deemed to mean City. 3.4 For Reference Only. Contractor is responsible for the careful review of any document, study, or report provided by City or appended to the Contract Documents solely for informational purposes and identified as "For Reference Only." Nothing in any document, study, or report so appended and identified is intended to supplement, alter, or void any provision of the Contract Documents. Contractor is advised that City or its representatives may be guided by information or recommendations included in such reference documents, particularly when making determinations as to the acceptability of proposed materials, methods, or changes in the Work. Any record drawings or similar final or accepted drawings or maps that are not part of the Contract Documents are deemed to be For Reference Only. The provisions of the Contract Documents are not modified by any perceived or actual conflict with provisions in any document that is provided For Reference Only. 3.5 Current Versions. Unless otherwise specified by City, any reference to standard specifications, technical specifications, or any City or state codes or regulations means the latest specification, code or regulation in effect at the time the Contract is signed. 3.6 Conformed Copies. If City prepares a conformed set of the Contract Documents following award of the Contract, it will provide Contractor with two hard copy (paper) sets and one copy of the electronic file in PDF format. It is Contractor's responsibility to ensure that all Subcontractors, including fabricators, are provided with the conformed set of the Contract Documents at Contractor's sole expense. 3.7 Ownership. No portion of the Contract Documents may be used for any purpose other than construction of the Project, without prior written consent from City. Contractor is deemed to have conveyed the copyright in any designs, drawings, specifications, Shop Drawings, or other documents (in paper or electronic form) developed by Contractor for the Project, and City will retain all rights to such works, including the right to possession. Article 4 - Bonds, Indemnity, and Insurance 4.1 Payment and Performance Bonds. Within ten days following issuance of the Notice of Potential Award, Contractor is required to provide a payment bond and a performance bond, each in the penal sum of not less than 100% of the Contract Price, and each Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 19 executed by Contractor and its surety using the bond forms included with the Contract Documents. (A) Surety. Each bond must be issued and executed by a surety admitted in California. If an issuing surety cancels the bond or becomes insolvent, within seven days following written notice from City, Contractor must substitute a surety acceptable to City. If Contractor fails to substitute an acceptable surety within the specified time, City may, at its sole discretion, withhold payment from Contractor until the surety is replaced to City's satisfaction, or terminate the Contract for default. (B) Supplemental Bonds for Increase in Contract Price. If the Contract Price increases during construction by five percent or more over the original Contract Price, Contractor must provide supplemental or replacement bonds within ten days of written notice from City pursuant to this Section, covering 100% of the increased Contract Price and using the bond forms included with the Contract Documents. 4.2 Indemnity. To the fullest extent permitted by law, Contractor must indemnify, defend, and hold harmless City, its Council, officers, officials, employees, agents, volunteers, and consultants (individually, an "Indemnitee," and collectively the "Indemnitees") from and against any and all liability, loss, damage, claims, causes of action, demands, charges, fines, costs, and expenses (including, without limitation, attorney fees, expert witness fees, paralegal fees, and fees and costs of litigation or arbitration) (collectively, "Liability") of every nature arising out of or in connection with the acts or omissions of Contractor, its employees, Subcontractors, representatives, or agents, in bidding or performing the Work or in failing to comply with any obligation of Contractor under the Contract, except such Liability caused by the active negligence, sole negligence, or willful misconduct of an Indemnitee. This indemnity requirement applies to any Liability arising from alleged defects in the content or manner of submission of Contractor's bid for the Contract. Contractor's failure or refusal to timely accept a tender of defense pursuant to this Contract will be deemed a material breach of the Contract. City will timely notify Contractor upon receipt of any third -party claim relating to the Contract, as required by Public Contract Code § 9201. Contractor waives any right to express or implied indemnity against any Indemnitee. Contractor's indemnity obligations under this Contract will survive the expiration or any early termination of the Contract. 4.3 Insurance. No later than ten days following issuance of the Notice of Potential Award, Contractor must procure and provide proof of the insurance coverage required by this Section in the form of certificates and endorsements acceptable to City. The required insurance must cover the activities of Contractor and its Subcontractors relating to or arising from the performance of the Work, and must remain in full force and effect at all times during the period covered by the Contract, through the date of City's acceptance of the Project. All required insurance must be issued by a company licensed to do business in the State of California, and each such insurer must have an A.M. Best's financial strength rating of "A" or better and a financial size rating of "Vill" or better. If Contractor fails to provide any of the required coverage in full compliance with the requirements of the Contract Documents, City may, at its sole discretion, purchase such coverage at Contractor's expense and deduct the cost from payments due to Contractor, or terminate the Contract for default. The procurement of the required insurance will not be construed to limit Contractor's liability under this Contract or to fulfill Contractor's indemnification obligations under this Contract. (A) Policies and Limits. The following insurance policies and limits are required for this Contract, unless otherwise specified in the Special Conditions: (1) Commercial General Liability ("CGL') Insurance: The CGL insurance policy must be issued on an occurrence basis, written on a comprehensive general Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 20 liability form, and must include coverage for liability arising from Contractor's or its Subcontractor's acts or omissions in the performance of the Work, including contractor's protected coverage, contractual liability, products and completed operations, and broad form property damage, with limits of at least $2,000,000 per occurrence and at least $4,000,000 general aggregate. The CGL insurance coverage may be arranged under a single policy for the full limits required or by a combination of underlying policies with the balance provided by excess or umbrella policies, provided each such policy complies with the requirements set forth in this Section, including required endorsements. (2) Automobile Liability Insurance: The automobile liability insurance policy must provide coverage of at least $2,000,000 combined single -limit per accident for bodily injury, death, or property damage, including hired and non -owned auto liability. (3) Workers' Compensation Insurance and Employers Liability. The workers' compensation and employer's liability insurance policy must comply with the requirements of the California Labor Code, providing coverage of at least $1,000,000 or as otherwise required by the statute. If Contractor is self -insured, Contractor must provide its Certificate of Permission to Self -Insure, duly authorized by the DIR. (4) Pollution Liability Insurance: The pollution liability insurance policy must be issued on an occurrence basis, providing coverage of at least $2,000,000 for all loss arising out of claims for bodily injury, death, property damage, or environmental damage caused by pollution conditions resulting from the Work. (5) Builder's Risk Insurance: The builder's risk insurance policy must be issued on an occurrence basis, for all-risk or "all perils" coverage on a 100% completed value basis on the insurable portion of the Project for the benefit of City. (B) Notice. Each certificate of insurance must state that the coverage afforded by the policy or policies will not be reduced, cancelled or allowed to expire without at least 30 days written notice to City, unless due to non-payment of premiums, in which case ten days written notice must be made to City. (C) Waiver of Subrogation. Each required policy must include an endorsement providing that the carrier will waive any right of subrogation it may have against City. (D) Required Endorsements. The CGL policy, automobile liability policy, pollution liability policy, and builder's risk policy must include the following specific endorsements. (1) The City, including its Council, officials, officers, employees, agents, volunteers and consultants (collectively, "Additional Insured") must be named as an additional insured for all liability arising out of the operations by or on behalf of the named insured, and the policy must protect the Additional Insured against any and all liability for personal injury, death or property damage or destruction arising directly or indirectly in the performance of the Contract. The additional insured endorsement must be provided using ISO form CG 20 10 11 85 or an equivalent form approved by the City. (2) The inclusion of more than one insured will not operate to impair the rights of one insured against another, and the coverages afforded will apply as though separate policies have been issued to each insured. Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 21 (3) The insurance provided by Contractor is primary and no insurance held or owned by any Additional Insured may be called upon to contribute to a loss. (4) This policy does not exclude explosion, collapse, underground excavation hazard, or removal of lateral support. (E) Contractor's Responsibilities. This Section 4.3 establishes the minimum requirements for Contractor's insurance coverage in relation to this Project, but is not intended to limit Contractor's ability to procure additional or greater coverage. Contractor is responsible for its own risk assessment and needs and is encouraged to consult its insurance provider to determine what coverage it may wish to carry beyond the minimum requirements of this Section. Contractor is solely responsible for the cost of its insurance coverage, including premium payments, deductibles, or self -insured retentions, and no Additional Insured will be responsible or liable for any of the cost of Contractor's insurance coverage. (F) Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions that apply to the required insurance (collectively, "deductibles") in excess of $100,000 are subject to approval by the City's Risk Manager, acting in his or her sole discretion, and must be declared by Contractor when it submits its certificates of insurance and endorsements pursuant to this Section 4.3. If the City's Risk Manager determines that the deductibles are unacceptably high, at City's option, Contractor must either reduce or eliminate the deductibles as they apply to City and all required Additional Insured; or must provide a financial guarantee, to City's satisfaction, guaranteeing payment of losses and related investigation, claim administration, and legal expenses. (G) Subcontractors. Contractor must ensure that each Subcontractor is required to maintain the same insurance coverage required under this Section 4.3, with respect to its performance of Work on the Project, including those requirements related to the Additional Insureds and waiver of subrogation, but excluding pollution liability or builder's risk insurance unless otherwise specified in the Special Conditions. A Subcontractor may be eligible for reduced insurance coverage or limits, but only to the extent approved in writing in advance by the City's Risk Manager. Contractor must confirm that each Subcontractor has complied with these insurance requirements before the Subcontractor is permitted to begin Work on the Project. Upon request by the City, Contractor must provide certificates and endorsements submitted by each Subcontractor to prove compliance with this requirement. The insurance requirements for Subcontractors do not replace or limit the Contractor's insurance obligations. Article 5 - Contract Time 5.1 Time is of the Essence. Time is of the essence in Contractor's performance and completion of the Work, and Contractor must diligently prosecute the Work and complete it within the Contract Time. (A) General. Contractor must commence the Work on the date indicated in the Notice to Proceed and must fully complete the Work in strict compliance with all requirements of the Contract Documents and within the Contract Time. Contractor may not begin performing the Work before the date specified in the Notice to Proceed. (B) Authorization. Contractor is not entitled to compensation or credit for any Work performed before the date specified in the Notice to Proceed, with the exception of any schedules, submittals, or other requirements, if any, that must be provided or performed before issuance of the Notice to Proceed. Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 22 (C) Rate of Progress. Contractor and its Subcontractors must, at all times, provide workers, materials, and equipment sufficient to maintain the rate of progress necessary to ensure full completion of the Work within the Contract Time. If City determines that Contractor is failing to prosecute the Work at a sufficient rate of progress, City may, in its sole discretion, direct Contractor to provide additional workers, materials, or equipment, or to work additional hours or days without additional cost to City, in order to achieve a rate of progress satisfactory to City. If Contractor fails to comply with City's directive in this regard, City may, at Contractor's expense, separately contract for additional workers, materials, or equipment or use City's own forces to achieve the necessary rate of progress. Alternatively, City may terminate the Contract based on Contractor's default. 5.2 Schedule Requirements. Contractor must prepare all schedules using standard, commercial scheduling software acceptable to the Engineer, and must provide the schedules in electronic and paper form as requested by the Engineer. In addition to the general scheduling requirements set forth below, Contractor must also comply with any scheduling requirements included in the Special Conditions or in the Technical Specifications. (A) Baseline (As -Planned) Schedule. Within ten calendar days following City's issuance of the Notice to Proceed (or as otherwise specified in the Notice to Proceed), Contractor must submit to City for review and acceptance a baseline (as -planned) schedule using critical path methodology showing in detail how Contractor plans to perform and fully complete the Work within the Contract Time, including labor, equipment, materials and fabricated items. The baseline schedule must show the order of the major items of Work and the dates of start and completion of each item, including when the materials and equipment will be procured. The schedule must also include the work of all trades, reflecting anticipated labor or crew hours and equipment loading for the construction activities, and must be sufficiently comprehensive and detailed to enable progress to be monitored on a day-by-day basis. For each activity, the baseline schedule must be dated, provided in the format specified in the Contract Documents or as required by City, and must include, at a minimum, a description of the activity, the start and completion dates of the activity, and the duration of the activity. (1) Specialized Materials Ordering. Within five calendar days following issuance of the Notice to Proceed, Contractor must order any specialized material or equipment for the Work that is not readily available from material suppliers. Contractor must also retain documentation of the purchase order date(s). (B) City's Review of Schedules. City will review and may note exceptions to the baseline schedule, and to the progress schedules submitted as required below, to assure completion of the Work within the Contract Time. Contractor is solely responsible for resolving any exceptions noted in a schedule and, within seven days, must correct the schedule to address the exceptions. City's review or acceptance of Contractor's schedules will not operate to waive or limit Contractor's duty to complete the Project within the Contract Time, nor to waive or limit City's right to assess liquidated damages for Contractor's unexcused failure to do so. (C) Progress Schedules. After City accepts the final baseline schedule with no exceptions, Contractor must submit an updated progress schedule and three-week look - ahead schedule, in the format specified by City, for review and acceptance with each application for a progress payment, or when otherwise specified by City, until completion of the Work. The updated progress schedule must: show how the actual progress of the Work as constructed to date compares to the baseline schedule; reflect any proposed changes in the construction schedule or method of operations, including to achieve Project milestones within the Contract Time; and identify any actual or potential impacts Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 23 to the critical path. Contractor must also submit periodic reports to City of any changes in the projected material or equipment delivery dates for the Project. (1) Float. The progress schedule must show early and late completion dates for each task. The number of days between those dates will be designated as the "float." Any float belongs to the Project and may be allocated by the Engineer to best serve timely completion of the Project. (2) Failure to Submit Schedule. Reliable, up-to-date schedules are essential to efficient and cost-effective administration of the Project and timely completion. If Contractor fails to submit a schedule within the time periods specified in this Section, or submits a schedule to which City has noted exceptions that are not corrected, City may withhold up to ten percent from payment(s) otherwise due to Contractor until the exceptions are resolved, the schedule is corrected and resubmitted, and City has accepted the schedule. In addition, Contractor's failure to comply with the schedule requirements in this Section 5.2 will be deemed a material default and a waiver of any claims for Excusable Delay or loss of productivity arising during any period when Contractor is out of compliance, subject only to the limits of Public Contract Code § 7102. (D) Recovery Schedule. If City determines that the Work is more than one week behind schedule, within seven days following written notice of such determination, Contractor must submit a recovery schedule, showing how Contractor intends to perform and complete the Work within the Contract Time, based on actual progress to date. (E) Effect of Acceptance. Contractor and its Subcontractors must perform the Work in accordance with the most current City -accepted schedule unless otherwise directed by City. City's acceptance of a schedule does not operate to extend the time for completion of the Work or any component of the Work, and will not affect City's right to assess liquidated damages for Contractor's unexcused delay in completing the Work within the Contract Time. (F) Posting. Contractor must at all times prominently post a copy of the most current City -accepted progress or recovery schedule in its on -site office. (G) Reservation of Rights. City reserves the right to direct the sequence in which the Work must be performed or to make changes in the sequence of the Work in order to facilitate the performance of work by City or others, or to facilitate City's use of its property. The Contract Time or Contract Price may be adjusted to the extent such changes in sequence actually increase or decrease Contractor's time or cost to perform the Work. (H) Authorized Working Days and Times. Contractor is limited to working Monday through Friday, excluding holidays, during City's normal business hours, except as provided in the Special Conditions or as authorized in writing by City. City reserves the right to charge Contractor for additional costs incurred by City due to Work performed on days or during hours not expressly authorized in the Contract Documents, including reimbursement of costs incurred for inspection, testing, and construction management services. 5.3 Delay and Extensions of Contract Time. (A) Notice of Delay. If Contractor becomes aware of any actual or potential delay affecting the critical path, Contractor must promptly notify the Engineer in writing, regardless of the nature or cause of the delay, so that City has a reasonable opportunity to mitigate or avoid the delay. Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 24 (B) Excusable Delay. The Contract Time may be extended if Contractor encounters "Excusable Delay," which is an unavoidable delay in completing the Work within the Contract Time due to causes completely beyond Contractor's control, and which Contractor could not have avoided or mitigated through reasonable care, planning, foresight, and diligence, provided that Contractor is otherwise fully performing its obligations under the Contract Documents. Grounds for Excusable Delay may include fire, natural disasters including earthquake or unusually severe weather, acts of terror or vandalism, epidemic, unforeseeable adverse government actions, unforeseeable actions of third parties, encountering unforeseeable hazardous materials, unforeseeable site conditions, or suspension for convenience under Article 13. The Contract Time will not be extended based on circumstances which will not unavoidably delay completing the Work within the Contract Time based on critical path analysis. (C) Weather Delays. A "Weather Delay Day" is a Working Day during which Contractor and its forces, including Subcontractors, are unable to perform more than 40% of the critical path Work scheduled for that day due to adverse weather conditions which impair the ability to safely or effectively perform the scheduled critical path Work that day. Adverse weather conditions may include rain, saturated soil, and Project site clean-up required due to adverse weather. Determination of what constitutes critical path Work scheduled for that day will be based on the most current, City -approved schedule. Contractor will be entitled to a non-compensable extension of the Contract Time for each Weather Delay Day in excess of the normal Weather Delay Days within a given month as determined by reliable records, including monthly rainfall averages, for the preceding ten years (or as otherwise specified in the Special Conditions or Specifications). (1) Contractor must fully comply with the applicable procedures in Articles 5 and 6 of the General Conditions regarding requests to modify the Contract Time. (2) Contractor will not be entitled to an extension of time for a Weather Delay Day to the extent Contractor is responsible for concurrent delay on that day. (3) Contractor must take reasonable steps to mitigate the consequences of Weather Delay Days, including prudent workforce management and protecting the Work, Project Site, materials, and equipment. (D) Non -Excusable Delay. Delay which Contractor could have avoided or mitigated through reasonable care, planning, foresight and diligence is "Non -Excusable Delay." Contractor is not entitled to an extension of Contract Time or any compensation for Non - Excusable Delay, or for Excusable Delay that is concurrent with Non -Excusable Delay. Non -Excusable Delay includes delay caused by: (1) weather conditions which are normal for the location of the Project, as determined by reliable records, including monthly rainfall averages, for the preceding ten years; (2) Contractor's failure to order equipment and materials sufficiently in advance of the time needed for completion of the Work within the Contract Time; (3) Contractor's failure to provide adequate notification to utility companies or agencies for connections or services necessary for completion of the Work within the Contract Time; Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 25 (4) foreseeable conditions which Contractor could have ascertained from reasonably diligent inspection of the Project site or review of the Contract Documents or other information provided or available to Contractor; (5) Contractor's failure, refusal, or financial inability to perform the Work within the Contract Time, including insufficient funds to pay its Subcontractors or suppliers; (6) performance or non-performance by Contractor's Subcontractors or suppliers; (7) the time required to respond to excessive RFIs (see Section 2.5(G)); (8) delayed submission of required submittals, or the time required for correction and resubmission of defective submittals; (9) time required for repair of, re -testing, or re -inspection of defective Work; (10) enforcement of Laws by City, or outside agencies with jurisdiction over the Work; or (11) City's exercise or enforcement of any of its rights or Contractor's duties pursuant to the Contract Documents, including correction of defective Work, extra inspections or testing due to non-compliance with Contract requirements, safety compliance, environmental compliance, or rejection and return of defective or deficient submittals. (E) Compensable Delay. Pursuant to Public Contract Code § 7102, in addition to entitlement to an extension of Contract Time, Contractor is entitled to compensation for costs incurred due to delay caused solely by City, when that delay is unreasonable under the circumstances involved and not within the contemplation of the parties ("Compensable Delay"). Contractor is not entitled to an extension of Contract Time or recovery of costs for Compensable Delay that is concurrent with Non -Excusable Delay. Delay due to causes that are beyond the control of either City or Contractor, including Weather Delay Days, discovery of Historic or Archeological Items pursuant to Section 7.18, or the actions or inactions of third parties or other agencies, is not Compensable Delay, and will only entitle Contractor to an extension of time commensurate with the time lost due to such delay. (F) Recoverable Costs. Contractor is not entitled to compensation for Excusable Delay unless it is Compensable Delay, as defined above. Contractor is entitled to recover only the actual, direct, reasonable, and substantiated costs ("Recoverable Costs") for each working day that the Compensable Delay prevents Contractor from proceeding with more than 50% of the critical path Work scheduled for that day, based on the most recent progress schedule accepted by City. Recoverable Costs will not include home office overhead or lost profit. (G) Request for Extension of Contract Time or Recoverable Costs. A request for an extension of Contract Time or any associated Recoverable Costs must be submitted in writing to City within ten calendar days of the date the delay is first encountered, even if the duration of the delay is not yet known at that time, or any entitlement to the Contract Time extension or to the Recoverable Costs will be deemed waived. In addition to complying with the requirements of this Article 5, the request must be submitted in compliance with the Change Order request procedures in Article 6 below. Strict compliance with these requirements is necessary to ensure that any delay or consequences of delay may be mitigated as soon as possible, and to facilitate cost - Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 26 efficient administration of the Project and timely performance of the Work. Any request for an extension of Contract Time or Recoverable Costs that does not strictly comply with all of the requirements of Article 5 and Article 6 will be deemed waived. (1) Required Contents. The request must include a detailed description of the cause(s) of the delay and must also describe the measures that Contractor has taken to mitigate the delay and/or its effects, including efforts to mitigate the cost impact of the delay, such as by workforce management or by a change in sequencing. If the delay is still ongoing at the time the request is submitted, the request should also include Contractor's plan for continued mitigation of the delay or its effects. (2) Delay Days and Costs. The request must specify the number of days of Excusable Delay claimed or provide a realistic estimate if the duration of the delay is not yet known. If Contractor believes it is entitled to Recoverable Costs for Compensable Delay, the request must specify the amount and basis for the Recoverable Costs that are claimed or provide a realistic estimate if the amount is not yet known. Any estimate of delay duration or cost must be updated in writing and submitted with all required supporting documentation as soon as the actual time and cost is known. The maximum extension of Contract Time will be the number of days, if any, by which an Excusable Delay or a Compensable Delay exceeds any concurrent Non -Excusable Delay. Contractor is entitled to an extension of Contract Time, or compensation for Recoverable Costs, only if, and only to the extent that, such delay will unavoidably delay Final Completion. (3) Supporting Documentation. The request must also include any and all supporting documentation necessary to evidence the delay and its actual impacts, including scheduling and cost impacts with a time impact analysis using critical path methodology and demonstrating the unavoidable delay to Final Completion. The time impact analysis must be submitted in a form or format acceptable to City. (4) Burden of Proof. Contractor has the burden of proving that: the delay was an Excusable or Compensable Delay, as defined above; Contractor has fully complied with its scheduling obligations in Section 5.2, Schedule Requirements; Contractor has made reasonable efforts to mitigate the delay and its schedule and cost impacts; the delay will unavoidably result in delaying Final Completion; and any Recoverable Costs claimed by Contractor were actually incurred and were reasonable under the circumstances. (5) Legal Compliance. Nothing in this Section 5.3 is intended to require the waiver, alteration, or limitation of the applicability of Public Contract Code § 7102. (6) No Waiver. Any grant of an extension of Contract Time, or compensation for Recoverable Costs due to Compensable Delay, will not operate as a waiver of City's right to assess liquidated damages for Non -Excusable Delay. (7) Dispute Resolution. In the event of a dispute over entitlement to an extension of Contract Time or compensation for Recoverable Costs, Contractor may not stop Work pending resolution of the dispute, but must continue to comply with its duty to diligently prosecute the performance and timely completion of the Work. Contractor's sole recourse for an unresolved dispute based on City's rejection of a Change Order request for an extension of Contract Time or compensation for Recoverable Costs is to comply with the dispute resolution provisions set forth in Article 12 below. Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 27 6.4 Liquidated Damages. It is expressly understood that if Final Completion is not achieved within the Contract Time, City will suffer damages from the delay that are difficult to determine and accurately specify. Pursuant to Public Contract Code § 7203, if Contractor fails to achieve Final Completion within the Contract Time due to Contractor's Non - Excusable Delay, City will charge Contractor in the amount specified in the Contract for each calendar day that Final Completion is delayed beyond the Contract Time, as liquidated damages and not as a penalty. Any waiver of accrued liquidated damages, in whole or in part, is subject to approval of the City Council or its authorized delegee. (A) Liquidated Damages. Liquidated damages will not be assessed for any Excusable or Compensable Delay, as set forth above. (B) Milestones. Liquidated damages may also be separately assessed for failure to meet milestones specified elsewhere in the Contract Documents. (C) Setoff. City is entitled to deduct the amount of liquidated damages assessed against any payments otherwise due to Contractor, including progress payments, Final Payment, or unreleased retention. If there are insufficient Contract funds remaining to cover the full amount of liquidated damages assessed, City is entitled to recover the balance from Contractor or its performance bond surety. (D) Occupancy or Use. Occupancy or use of the Project in whole or in part prior to Final Completion does not constitute City's acceptance of the Project and will not operate as a waiver of City's right to assess liquidated damages for Contractor's Non -Excusable Delay in achieving Final Completion. (E) Other Remedies. City's right to liquidated damages under this Section applies only to damages arising from Contractor's Non -Excusable Delay or failure to complete the Work within the Contract Time. City retains its right to pursue all other remedies under the Contract for other types of damage, including damage to property or persons, costs or diminution in value from defective materials or workmanship, costs to repair or complete the Work, or other liability caused by Contractor. Article 6 - Contract Modification 6.1 Contract Modification. Subject to the limited exception set forth in subsection (D) below, any change in the Work or the Contract Documents, including the Contract Price or Contract Time, will not be a valid and binding change to the Contract unless it is formalized in a Change Order, including a "no -cost" Change Order or a unilateral Change Order. Changes in the Work pursuant to this Article 6 will not operate to release, limit, or abridge Contractor's warranty obligations pursuant to Article 11 or any obligations of Contractor's bond sureties. (A) City -Directed Changes. City may direct changes in the scope or sequence of Work or the requirements of the Contract Documents, without invalidating the Contract. Such changes may include Extra Work as set forth in subsection (C) below, or deletion or modification of portions of the Work. Contractor must promptly comply with City -directed changes in the Work in accordance with the original Contract Documents, even if Contractor and City have not yet reached agreement as to adjustments to the Contract Price or Contract Time for the change in the Work or for the Extra Work. Contractor is not entitled to extra compensation for cost savings resulting from "value engineering" pursuant to Public Contract Code § 7101, except to the extent authorized in advance by City in writing, and subject to any applicable procedural requirements for submitting a proposal for value engineering cost savings. Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 28 (B) Disputes. In the event of a dispute over entitlement to or the amount of a change in Contract Time or a change in Contract Price related to a City -directed change in the Work, Contractor must perform the Work as directed and may not delay its Work or cease Work pending resolution of the dispute, but must continue to comply with its duty to diligently prosecute the performance and timely completion of the Work, including the Work in dispute. Likewise, in the event that City and Contractor dispute whether a portion or portions of the Work are already required by the Contract Documents or constitute Extra Work, or otherwise dispute the interpretation of any portion(s) of the Contract Documents, Contractor must perform the Work as directed and may not delay its Work or cease Work pending resolution of the dispute, but must continue to comply with its duty to diligently prosecute the performance and timely completion of the Work, including the Work in dispute, as directed by City. If Contractor refuses to perform the Work in dispute, City may, acting in its sole discretion, elect to delete the Work from the Contract and reduce the Contract Price accordingly, and self -perform the Work or direct that the Work be performed by others. Alternatively, City may elect to terminate the Contract for convenience or for cause. Contractor's sole recourse for an unresolved dispute related to changes in the Work or performance of any Extra Work is to comply with the dispute resolution provisions set forth in Article 12, below. (C) Extra Work. City may direct Contractor to perform Extra Work related to the Project. Contractor must promptly perform any Extra Work as directed or authorized by City in accordance with the original Contract Documents, even if Contractor and City have not yet reached agreement on adjustments to the Contract Price or Contract Time for such Extra Work. If Contractor believes it is necessary to perform Extra Work due to changed conditions, Contractor must promptly notify the Engineer in writing, specifically identifying the Extra Work and the reason(s) the Contractor believes it is Extra Work. This notification requirement does not constitute a Change Order request pursuant to Section 6.2, below. Contractor must maintain detailed daily records that itemize the cost of each element of Extra Work, and sufficiently distinguish the direct cost of the Extra Work from the cost of other Work performed. For each day that Contractor performs Extra Work, or Work that Contractor contends is Extra Work, Contractor must submit no later than the following Working Day, a daily report of the Extra Work performed that day and the related costs, together with copies of certified payroll, invoices, and other documentation substantiating the costs ("Extra Work Report"). The Engineer will make any adjustments to Contractor's Extra Work Report(s) based on the Engineer's records of the Work. When an Extra Work Report(s) is agreed on and signed by both City and Contractor, the Extra Work Report(s) will become the basis for payment under a duly authorized and signed Change Order. Failure to submit the required documentation by close of business on the next Working Day is deemed a full and complete waiver for any change in the Contract Price or Contract Time for any Extra Work performed that day. (D) Minor Changes and RFIs. Minor field changes, including RFI replies from City, that do not affect the Contract Price or Contract Time and that are approved by the Engineer acting within his or her scope of authority, do not require a Change Order. By executing an RFI reply from City, Contractor agrees that it will perform the Work as clarified therein, with no change to the Contract Price or Contract Time. (E) Remedy for Non -Compliance. Contractor's failure to promptly comply with a City -directed change is deemed a material breach of the Contract, and in addition to all other remedies available to it, City may, at its sole discretion, hire another contractor or use its own forces to complete the disputed Work at Contractor's sole expense, and may deduct the cost from the Contract Price. 6.2 Contractor Change Order Requests. Contractor must submit a request or proposal for a change in the Work, compensation for Extra Work, or a change in the Contract Price or Contract Time as a written Change Order request or proposal. Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 29 (A) Time for Submission. Any request for a change in the Contract Price or the Contract Time must be submitted in writing to the Engineer within ten calendar days of the date that Contractor first encounters the circumstances, information or conditions giving rise to the Change Order request, even if the total amount of the requested change in the Contract Price or impact on the Contract Time is not yet known at that time. If City requests that Contractor propose the terms of a Change Order, unless otherwise specified in City's request, Contractor must provide the Engineer with a written proposal for the change in the Contract Price or Contract Time within five working days of receiving City's request, in a form satisfactory to the Engineer. (B) Required Contents. Any Change Order request or proposal submitted by Contractor must include a complete breakdown of actual or estimated costs and credits, and must itemize labor, materials, equipment, taxes, insurance, subcontract amounts, and, if applicable, Extra Work Reports. Any estimated cost must be updated in writing as soon as the actual amount is known. (C) Required Documentation. All claimed costs must be fully documented, and any related request for an extension of time or delay -related costs must be included at that time and in compliance with the requirements of Article 5 of the General Conditions. Upon request, Contractor must permit City to inspect its original and unaltered bidding records, subcontract agreements, subcontract change orders, purchase orders, invoices, or receipts associated with the claimed costs. (D) Required Form. Contractor must use City's form(s) for submitting all Change Order requests or proposals, unless otherwise specified by City. (E) Certification. All Change Order requests must be signed by Contractor and must include the following certification: "The undersigned Contractor certifies under penalty of perjury that its statements and representations in this Change Order request are true and correct. Contractor warrants that this Change Order request is comprehensive and complete as to the Work or changes referenced herein, and agrees that any known or foreseeable costs, expenses, or time extension requests not included herein, are deemed waived." 6.3 Adjustments to Contract Price. The amount of any increase or decrease in the Contract Price will be determined based on one of the following methods listed below, in the order listed with unit pricing taking precedence over the other methods. Markup applies only to City -authorized time and material Work, and does not apply to any other payments to Contractor. For Work items or components that are deleted in their entirety, Contractor will only be entitled to compensation for those direct, actual, and documented costs (including restocking fees), reasonably incurred before Contractor was notified of the City's intent to delete the Work, with no markup for overhead, profit, or other indirect costs. (A) Unit Pricing. Amounts previously provided by Contractor in the form of unit prices, either in a bid schedule or in a post -award schedule of values pursuant to Section 8.1, Schedule of Values, will apply to determine the price for the affected Work, to the extent applicable unit prices have been provided for that type of Work. No additional markup for overhead, profit, or other indirect costs will be added to the calculation. (B) Lump Sum. A mutually agreed upon, all-inclusive lump sum price for the affected Work with no additional markup for overhead, profit, or other indirect costs Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 30 (C) Time and Materials. On a time and materials basis, if and only to the extent compensation on a time and materials basis is expressly authorized by City in advance of Contractor's performance of the Work and subject to any not -to -exceed limit. Time and materials compensation for increased costs or Extra Work (but not decreased costs or deleted Work), will include allowed markup for overhead, profit, and other indirect costs, calculated as the total of the following sums, the cumulative total of which may not exceed the maximum markup rate of 15%: (1) All direct labor costs provided by the Contractor, excluding superintendence, project management, or administrative costs, plus 15% markup; (2) All direct material costs provided by the Contractor, including sales tax, plus 15% markup; (3) All direct plant and equipment rental costs provided by the Contractor, plus 15% markup; (4) All direct additional subcontract costs plus 10% markup for Work performed by Subcontractors; and (5) Increased bond or insurance premium costs computed at 1.5% of total of the previous four sums. 6.4 Unilateral Change Order. If the parties dispute the terms of a proposed Change Order, including disputes over the amount of compensation or extension of time that Contractor has requested, the value of deleted or changed Work, what constitutes Extra Work, or quantities used, City may elect to issue a unilateral Change Order, directing performance of the Work, and authorizing a change in the Contract Price or Contract Time for the adjustment to compensation or time that the City believes is merited. Contractor's sole recourse to dispute the terms of a unilateral Change Order is to submit a timely Claim pursuant to Article 12, below. 6.5 Non -Compliance Deemed Waiver. Contractor waives its entitlement to any increase in the Contract Price or Contract Time if Contractor fails to fully comply with the provisions of this Article. Contractor will not be paid for unauthorized Extra Work. Article 7 - General Construction Provisions 7.1 Permits, Fees, Business License, and Taxes. (A) Permits, Fees, and City Business License. Contractor must obtain and pay for all permits, fees, or licenses required to perform the Work, including a City business license. Contractor must cooperate with and provide notifications to all government agencies with jurisdiction over the Project, as may be required. Contractor must provide City with copies of all records of permits and permit applications, payment of required fees, and any licenses required for the Work. (B) Taxes. Contractor must pay for all taxes on labor, material and equipment, except Federal Excise Tax to the extent that City is exempt from Federal Excise Tax. 7.2 Temporary Facilities. Contractor must provide, at Contractor's sole expense, any and all temporary facilities for the Project, including an onsite staging area for materials and equipment, a field office, sanitary facilities, utilities, storage, scaffolds, barricades, walkways, and any other temporary structure required to safely perform the Work along with any incidental utility services. The location of all temporary facilities must be Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 31 approved by the City prior to installation. Temporary facilities must be safe and adequate for the intended use and installed and maintained in accordance with Laws and the Contract Documents. Contractor must fence and screen the Project site and, if applicable, any separate Worksites, including the staging area, and its operation must minimize inconvenience to neighboring properties. Additional provisions pertaining to temporary facilities may be included in the Specifications or Special Conditions. (A) Utilities. Contractor must install and maintain the power, water, sewer and all other utilities required for the Project site, including the piping, wiring, internet and wifi connections, and any related equipment necessary to maintain the temporary facilities. (B) Removal and Repair. Contractor must promptly remove all such temporary facilities when they are no longer needed or upon completion of the Work, whichever comes first. Contractor must promptly repair any damage to City's property or to other property caused by the installation, use, or removal of the temporary facilities, and must promptly restore the property to its original or intended condition. 7.3 Noninterference and Site Management. Contractor must avoid interfering with City's use of its property at or adjacent to the Project site, including use of roadways, entrances, parking areas, walkways, and structures. Contractor must also minimize disruption of access to private property in the Project vicinity. Contractor must coordinate with affected property owners, tenants, and businesses, and maintain some vehicle and pedestrian access to their residences or properties at all times. Temporary access ramps, fencing or other measures must be provided as needed. Before blocking access to a private driveway or parking lot, Contractor must provide effective notice to the affected parties at least 48 hours in advance of the pending closure and allow them to remove vehicles. Private driveways, residences and parking lots must have access to a roadway during non -Work hours. (A) Offsite Acquisition. Unless otherwise provided by City, Contractor must acquire, use and dispose of, at its sole expense, any Worksites, licenses, easements, and temporary facilities necessary to access and perform the Work. (B) Offsite Staging Area and Field Office. If additional space beyond the Project site is needed, such as for the staging area or the field office, Contractor may need to make arrangements with the nearby property owner(s) to secure the space. Before using or occupying any property owned by a third party, Contractor must provide City with a copy of the necessary license agreement, easement, or other written authorization from the property owner, together with a written release from the property owner holding City harmless from any related liability, in a form acceptable to the City Attorney. (C) Traffic Management. Contractor must provide traffic management and traffic controls as specified in the Contract Documents, as required by Laws, and as otherwise required to ensure public and worker safety, and to avoid interference with public or private operations or the normal flow of vehicular, bicycle, or pedestrian traffic. 7.4 Signs. No signs may be displayed on or about City's property, except signage which is required by Laws or by the Contract Documents, without City's prior written approval as to size, design, and location. 7.5 Project Site and Nearby Property Protections. (A) General. Contractor is responsible at all times, on a 24-hour basis and at its sole cost, for protecting the Work, the Project site, and the materials and equipment to be incorporated into the Work, until the City has accepted the Project, excluding any exceptions to acceptance, if any. Except as specifically authorized by City, Contractor Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 32 must confine its operations to the area of the Project site indicated in the Plans and Specifications. Contractor is liable for any damage caused by Contractor or its Subcontractors to the Work, City's property, the property of adjacent or nearby property owners and the work or personal property of other contractors working for City, including damage related to Contractor's failure to adequately secure the Work or any Worksite. (1) Subject to City's approval, Contractor will provide and install safeguards to protect the Work; any Worksite, including the Project site; City's real or personal property and the real or personal property of adjacent or nearby property owners, including plant and tree protections. (2) City wastewater systems may not be interrupted. If the Work disrupts existing sewer facilities, Contractor must immediately notify City and establish a plan, subject to City's approval, to convey the sewage in closed conduits back into the sanitary sewer system. Sewage must not be permitted to flow in trenches or be covered by backfill. (3) Contractor must remove with due care, and store at City's request, any objects or material from the Project site that City will salvage or reuse at another location. (4) If directed by Engineer, Contractor must promptly repair or replace any property damage, as specified by the Engineer. However, acting in its sole discretion, City may elect to have the property damage remedied otherwise, and may deduct the cost to repair or replace the damaged property from payment otherwise due to Contractor. (5) Contractor will not permit any structure or infrastructure to be loaded in a manner that will damage or endanger the integrity of the structure or infrastructure. (B) Securing Project Site. After completion of Work each day, Contractor must secure the Project site and, to the extent feasible, make the area reasonably accessible to the public unless City approves otherwise. All excess materials and equipment not protected by approved traffic control devices must be relocated to the staging area or demobilized. Trench spoils must be hauled off the Project site daily and open excavations must be protected with steel plates. Contractor and Subcontractor personnel may not occupy or use the Project site for any purpose during non -Work hours, except as may be provided in the Contract Documents or pursuant to prior written authorization from City. (C) Unforeseen Conditions. If Contractor encounters facilities, utilities, or other unknown conditions not shown on or reasonably inferable from the Plans or apparent from inspection of the Project site, Contractor must immediately notify the City and promptly submit a Request for Information to obtain further directions from the Engineer. Contractor must avoid taking any action which could cause damage to the facilities or utilities pending further direction from the Engineer. The Engineer's written response will be final and binding on Contractor. If the Engineer's subsequent direction to Contractor affects Contractor's cost or time to perform the Work, Contractor may submit a Change Order request as set forth in Article 6 above. (D) Support; Adjacent Properties. Contractor must provide, install, and maintain all shoring, bracing, and underpinning necessary to provide support to City's property and adjacent properties and improvements thereon. Contractor must provide notifications to adjacent property owners as may be required by Laws. See also, Section 7.15, Trenching of Five Feet or More. Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 33 (E) Notification of Property Damage. Contractor must immediately notify the City of damage to any real or personal property resulting from Work on the Project. Contractor must immediately provide a written report to City of any such property damage in excess of $500 (based on estimated cost to repair or replace) within 24 hours of the occurrence. The written report must include: (1) the location and nature of the damage, and the owner of the property, if known; (2) the name and address of each employee of Contractor or any Subcontractor involved in the damage; (3) a detailed description of the incident, including precise location, time, and names and contact information for known witnesses; and (4) a police or first responder report, if applicable. If Contractor is required to file an accident report with another government agency, Contractor will provide a copy of the report to City. 7.6 Materials and Equipment. (A) General. Unless otherwise specified, all materials and equipment required for the Work must be new, free from defects, and of the best grade for the intended purpose, and furnished in sufficient quantities to ensure the proper and expeditious performance of the Work. Contractor must employ measures to preserve the specified quality and fitness of the materials and equipment. Unless otherwise specified, all materials and equipment required for the Work are deemed to include all components required for complete installation and intended operation and must be installed in accordance with the manufacturer's recommendations or instructions. Contractor is responsible for all shipping, handling, and storage costs associated with the materials and equipment required for the Work. Contractor is responsible for providing security and protecting the Work and all of the required materials, supplies, tools and equipment at Contractor's sole cost until City has formally accepted the Project as set forth in Section 11.1, Final Completion. Contractor will not assign, sell, mortgage, or hypothecate any materials or equipment for the Project, or remove any materials or equipment that have been installed or delivered. (B) City -Provided. If the Work includes installation of materials or equipment to be provided by City, Contractor is solely responsible for the proper examination, handling, storage, and installation in accordance with the Contract Documents. Contractor must notify City of any defects discovered in City -provided materials or equipment, sufficiently in advance of scheduled use or installation to afford adequate time to procure replacement materials or equipment as needed. Contractor is solely responsible for any loss of or damage to such items which occurs while the items are in Contractor's custody and control, the cost of which may be offset from the Contract Price and deducted from any payment(s) due to Contractor. (C) Intellectual Property Rights. Contractor must, at its sole expense, obtain any authorization or license required for use of patented or copyright -protected materials, equipment, devices or processes that are incorporated into the Work. Contractor's indemnity obligations in Article 4 apply to any claimed violation of intellectual property rights in violation of this provision. 7.7 Substitutions. (A) "Or Equal." Any Specification designating a material, product, or thing (collectively, "item") or service by specific brand or trade name, followed by the words "or equal," is intended only to indicate the quality and type of item or service desired, and Contractor may request use of any equal item or service. Unless otherwise stated in the Specifications, any reference to a specific brand or trade name for an item or service that is used solely for the purpose of describing the type of item or service desired, will be deemed to be followed by the words "or equal." A substitution will only be approved if it is a true "equal" item or service in every aspect of design, function, and quality, as Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 34 determined by City, including dimensions, weight, maintenance requirements, durability, fit with other elements, and schedule impacts. (B) Request for Substitution. A post -award request for substitution of an item or service must be submitted in writing to the Engineer for approval in advance, within the applicable time period provided in the Contract Documents. If no time period is specified, the substitution request may be submitted any time within 35 days after the date of award of the Contract, or sufficiently in advance of the time needed to avoid delay of the Work, whichever is earlier. (C) Substantiation. Any available data substantiating the proposed substitute as an equal item or service must be submitted with the written request for substitution. Contractor's failure to timely provide all necessary substantiation, including any required test results as soon as they are available, is grounds for rejection of the proposed substitution, without further review. (D) Burden of Proving Equality. Contractor has the burden of proving the equality of the proposed substitution at Contractor's sole cost. City has sole discretion to determine whether a proposed substitution is equal, and City's determination is final. (E) Approval or Rejection. If the proposed substitution is approved, Contractor is solely responsible for any additional costs or time associated with the substituted item or service. If the proposed substitution is rejected, Contractor must, without delay, install the item or use the service as specified by City. (F) Contractor's Obligations. City's approval of a proposed substitution will not relieve Contractor from any of its obligations under the Contract Documents. In the event Contractor makes an unauthorized substitution, Contractor will be solely responsible for all resulting cost impacts, including the cost of removal and replacement and the impact to other design elements. 7.8 Testing and Inspection. (A) General. All materials, equipment, and workmanship used in the Work are subject to inspection and testing by City at all times and locations during construction and/or fabrication and at any Worksite, including at shops and yards as well as at the Project site. All manufacturers' application or installation instructions must be provided to the Inspector at least ten days prior to the first such application or installation. Contractor must, at all times, make the Work available for testing or inspection. Neither City's inspection or testing of Work, nor its failure to do so, operate to waive or limit Contractor's duty to complete the Work in accordance with the Contract Documents. (B) Scheduling and Notification. Contractor must cooperate with City in coordinating the inspections and testing. Contractor must submit samples of materials, at Contractor's expense, and schedule all tests required by the Contract Documents in time to avoid any delay to the progress of the Work. Contractor must notify the Engineer no later than noon of the Working Day before any inspection or testing and must provide timely notice to the other necessary parties as specified in the Contract Documents. If Contractor schedules an inspection or test beyond regular Work hours, or on a Saturday, Sunday, or recognized City holiday, Contractor must notify the Engineer at least two Working Days in advance for approval. If approved, Contractor must reimburse City for the cost of the overtime inspection or testing. Such costs, including the City's hourly costs for required personnel, may be deducted from payments otherwise due to Contractor. Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 35 (C) Responsibility for Costs. City will bear the initial cost of inspection and testing to be performed by independent testing consultants retained by City, subject to the following exceptions: (1) Contractor will be responsible for the costs of any subsequent tests which are required to substantiate compliance with the Contract Documents, and any associated remediation costs. (2) Contractor will be responsible for inspection costs, at City's hourly rates, for inspection time lost because the Work is not ready or Contractor fails to appear for a scheduled inspection. (3) If any portion of the Work that is subject to inspection or testing is covered or concealed by Contractor prior to the inspection or testing, Contractor will bear the cost of making that portion of the Work available for the inspection or testing required by the Contract Documents, and any associated repair or remediation costs. (4) Contractor is responsible for properly shoring all compaction test sites deeper than five feet below grade, as required under Section 7.15 below. (5) Any Work or material that is defective or fails to comply with the requirements of the Contract Documents must be promptly repaired, removed, replaced, or corrected by Contractor, at Contractor's sole expense, even if that Work or material was previously inspected or included in a progress payment. (D) Contractor's Obligations. Contractor is solely responsible for any delay occasioned by remediation of defective or noncompliant Work or material. Inspection of the Work does not in any way relieve Contractor of its obligations to perform the Work as specified. Any Work done without the required inspection(s) will also be subject to rejection by City. (E) Distant Locations. If required off -site testing or inspection must be conducted at a location more than 100 miles from the Project site, Contractor is solely responsible for the additional travel costs required for testing and/or inspection at such locations. (F) Final Inspection. The provisions of this Section 7.8 also apply to final inspection under Article 11, Completion and Warranty Provisions. 7.9 Project Site Conditions and Maintenance. Contractor must at all times, on a 24-hour basis and at its sole cost, maintain the Project site and staging and storage areas in clean, neat, and sanitary condition and in compliance with all Laws pertaining to safety, air quality, and dust control. Adequate toilets must be provided, and properly maintained and serviced for all workers on the Project site, located in a suitably secluded area, subject to City's prior approval. Contractor must also, on a daily basis and at its sole cost, remove and properly dispose of the debris and waste materials from the Project site. (A) Air Emissions Control. Contractor must not discharge smoke or other air contaminants into the atmosphere in violation of any Laws. (B) Dust and Debris. Contractor must minimize and confine dust and debris resulting from the Work. Contractor must abate dust nuisance by cleaning, sweeping, and immediately sprinkling with water excavated areas of dirt or other materials prone to cause dust, and within one hour after the Engineer notifies Contractor that an airborne nuisance exists. The Engineer may direct that Contractor provide an approved water - spraying truck for this purpose. If water is used for dust control, Contractor will only use Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 36 the minimum necessary. Contractor must take all necessary steps to keep waste water out of streets, gutters, or storm drains. See Section 7.19, Environmental Control. If City determines that the dust control is not adequate, City may have the work done by others and deduct the cost from the Contract Price. Contractor will immediately remove any excess excavated material from the Project site and any dirt deposited on public streets. (C) Clean up. Before discontinuing Work in an area, Contractor must clean the area and remove all debris and waste along with the construction equipment, tools, machinery, and surplus materials. (1) Except as otherwise specified, all excess Project materials, and the materials removed from existing improvements on the Project site with no salvage value or intended reuse by City, will be Contractor's property. (2) Hauling trucks and other vehicles leaving the Project site must be cleaned of exterior mud or dirt before traveling on City streets. Materials and loose debris must be delivered and loaded to prevent dropping materials or debris. Contractor must immediately remove spillage from hauling on any publicly traveled way. Streets affected by Work on the Project must be kept clean by street sweeping. (D) Disposal. Contractor must dispose of all Project debris and waste materials in a safe and legal manner. Contractor may not burn or bury waste materials on the Project site. Contractor will not allow any dirt, refuse, excavated material, surplus concrete or mortar, or any associated washings, to be disposed of onto streets, into manholes or into the storm drain system. (E) Completion. At the completion of the Work, Contractor must remove from the Project site all of its equipment, tools, surplus materials, waste materials and debris, presenting a clean and neat appearance. Before demobilizing from the Project site, Contractor must ensure that all surfaces are cleaned, sealed, waxed, or finished as applicable, and that all marks, stains, paint splatters, and the like have been properly removed from the completed Work and the surrounding areas. Contractor must ensure that all parts of the construction are properly joined with the previously existing and adjacent improvements and conditions. Contractor must provide all cutting, fitting and patching needed to accomplish that requirement. Contractor must also repair or replace all existing improvements that are damaged or removed during the Work, both on and off the Project site, including curbs, sidewalks, driveways, fences, signs, utilities, street surfaces and structures. Repairs and replacements must be at least equal to the previously existing improvements, and the condition, finish and dimensions must match the previously existing improvements. Contractor must restore to original condition all property or items that are not designated for alteration under the Contract Documents and leave each Worksite clean and ready for occupancy or use by City. (F) Non -Compliance. If Contractor fails to comply with its maintenance and cleanup obligations or any City clean up order, City may, acting in its sole discretion, elect to suspend the Work until the condition(s) is corrected with no increase in the Contract Time or Contract Price, or undertake appropriate cleanup measures without further notice and deduct the cost from any amounts due or to become due to Contractor. 7.10 Instructions and Manuals. Contractor must provide to City three copies each of all instructions and manuals required by the Contract Documents, unless otherwise specified. These must be complete as to drawings, details, parts lists, performance data, and other information that may be required for City to easily maintain and service the materials and equipment installed for this Project. Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 37 (A) Submittal Requirements. All manufacturers' application or installation instructions must be provided to City at least ten days prior to the first such application. The instructions and manuals, along with any required guarantees, must be delivered to City for review. (B) Training. Contractor or its Subcontractors must train City's personnel in the operation and maintenance of any complex equipment or systems as a condition precedent to Final Completion, if required in the Contract Documents. 7.11 As -built Drawings. Contractor and its Subcontractors must prepare and maintain at the Project site a detailed, complete and accurate as -built set of the Plans which will be used solely for the purpose of recording changes made in any portion of the original Plans in order to create accurate record drawings at the end of the Project. (A) Duty to Update. The as -built drawings must be updated as changes occur, on a daily basis if necessary. City may withhold the estimated cost for City to have the as -built drawings prepared from payments otherwise due to Contractor, until the as -built drawings are brought up to date to the satisfaction of City. Actual locations to scale must be identified on the as -built drawings for all runs of mechanical and electrical work, including all site utilities installed underground, in walls, floors, or otherwise concealed. Deviations from the original Plans must be shown in detail. The exact location of all main runs, whether piping, conduit, ductwork or drain lines, must be shown by dimension and elevation. The location of all buried pipelines, appurtenances, or other improvements must be represented by coordinates and by the horizontal distance from visible above- ground improvements. (B) Final Completion. Contractor must verify that all changes in the Work are depicted in the as -built drawings and must deliver the complete set of as -built drawings to the Engineer for review and acceptance as a condition precedent to Final Completion and Final Payment. 7.12 Existing Utilities. (A) General. The Work may be performed in developed, urban areas with existing utilities, both above and below ground, including utilities identified in the Contract Documents or in other informational documents or records. Contractor must take due care to locate identified or reasonably identifiable utilities before proceeding with trenching, excavation, or any other activity that could damage or disrupt existing utilities. This may include excavation with small equipment, potholing, or hand excavation, and, if practical, using white paint or other suitable markings to delineate the area to be excavated. Except as otherwise provided herein, Contractor will be responsible for costs resulting from damage to identified or reasonably identifiable utilities due to Contractor's negligence or failure to comply with the Contract Documents, including the requirements in this Article 7. (B) Unidentified Utilities. Pursuant to Government Code § 4215, if, during the performance of the Work, Contractor discovers utility facilities not identified by City in the Contract Documents, Contractor must immediately provide written notice to City and the utility. City assumes responsibility for the timely removal, relocation, or protection of existing main or trunkline utility facilities located on the Project site if those utilities are not identified in the Contract Documents. Contractor will be compensated in accordance with the provisions of the Contract Documents for the costs of locating, repairing damage not due to Contractor's failure to exercise reasonable care, and removing or relocating utility facilities not indicated in the Plans or Specifications with reasonable accuracy, and for equipment on the Project necessarily idled during such work. Contractor will not be Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 38 assessed liquidated damages for delay in completion of the Work, to the extent the delay was caused by City's failure to provide for removal or relocation of the utility facilities. 7.13 Notice of Excavation. Contractor must comply with all applicable requirements in Government Code §§ 4216 through 4216.5, which are incorporated by reference herein Government Code § 4216.2 requires that, except in an emergency, Contractor must contact the appropriate regional notification center, or Underground Services Alert, at least two working days, but not more than 14 calendar days, before starting any excavation if the excavation will be conducted in an area that is known, or reasonably should be known, to contain subsurface installations. Contractor may not begin excavation until it has obtained and submitted to Engineer an inquiry identification number from Underground Services Alert. 7.14 Trenching and Excavations of Four Feet or More. As required by Public Contract Code § 7104, if the Work includes digging trenches or other excavations that extend deeper than four feet below the surface, the provisions in this Section apply to the Work and the Project. (A) Duty to Notify. Contractor must promptly, and before the following conditions are disturbed, provide written notice to City if Contractor finds any of the following conditions: (1) Material that Contractor believes may be a hazardous waste, as defined in § 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with the provisions of existing Laws; (2) Subsurface or latent physical conditions at the Project site differing from those indicated by information about the Project site made available to bidders prior to the deadline for submitting bids; or (3) Unknown physical conditions at the Project site of any unusual nature, materially different from those ordinarily encountered and generally recognized as inherent in work of the character required by the Contract Documents. (B) City Investigation. City will promptly investigate the conditions and if City finds that the conditions materially differ from those indicated, apparent, or reasonably inferred from information about the Project site made available to bidders, or involve hazardous waste, and cause a decrease or increase in Contractor's cost of, or the time required for, performance of any part of the Work, City will issue a Change Order. (C) Disputes. In the event that a dispute arises between City and Contractor regarding any of the conditions specified in subsection (B) above, or the terms of a Change Order issued by City, Contractor will not be excused from completing the Work within the Contract Time, but must proceed with all Work to be performed under the Contract. Contractor will retain any and all rights provided either by the Contract or by Laws which pertain to the resolution of disputes between Contractor and City. 7.15 Trenching of Five Feet or More. As required by Labor Code § 6705, if the Contract Price exceeds $25,000 and the Work includes the excavation of any trench or trenches of five feet or more in depth, a detailed plan must be submitted to City for acceptance in advance of the excavation. The detailed plan must show the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation. If the plan varies from the shoring system standards, it must be prepared by a California registered civil or structural engineer. Use of a shoring, Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 39 sloping, or protective system less effective than that required by the Construction Safety Orders is prohibited. 7.16 New Utility Connections. Except as otherwise specified, City will pay connection charges and meter costs for new permanent utilities required by the Contract Documents, if any. Contractor must notify City sufficiently in advance of the time needed to request service from each utility provider so that connections and services are initiated in accordance with the Project schedule. 7.17 Lines and Grades. Contractor is required to use any benchmark provided by the Engineer. Unless otherwise specified in the Contract Documents, Contractor must provide all lines and grades required to execute the Work. Contractor must also provide, preserve, and replace if necessary, all construction stakes required for the Project. All stakes or marks must be set by a California licensed surveyor or a California registered civil engineer. Contractor must notify the Engineer of any discrepancies found between Contractor's staking and grading and information provided by the Contract Documents. Upon completion, all Work must conform to the lines, elevations, and grades shown in the Plans, including any changes directed by a Change Order. 7.18 Historic or Archeological Items (A) Contractor's Obligations. Contractor must ensure that all persons performing Work at the Project site are required to immediately notify the Project Manager, upon discovery of any potential historic or archeological items, including historic or prehistoric ruins, a burial ground, archaeological or vertebrate paleontological site, including fossilized footprints or other archeological, paleontological or historical feature on the Project site (collectively, "Historic or Archeological Items"). (B) Discovery; Cessation of Work. Upon discovery of any potential Historic or Archeological Items, Work must be stopped within an 85-foot radius of the find and may not resume until authorized in writing by City. If required by City, Contractor must assist in protecting or recovering the Historic or Archeological Items, with any such assistance to be compensated as Extra Work on a time and materials basis under Article 6, Contract Modification. At City's discretion, a suspension of Work required due to discovery of Historic or Archeological Items may be treated as Excusable Delay pursuant to Article 5, or as a suspension for convenience under Article 13. 7.19 Environmental Control. Contractor must not pollute any drainage course or its tributary inlets with fuels, oils, bitumens, acids, insecticides, herbicides or other harmful materials. Contractor must prevent the release of any hazardous material or hazardous waste into the soil or groundwater, and prevent the unlawful discharge of pollutants into City's storm drain system and watercourses as required below. Contractor and its Subcontractors must at all times in the performance of the Work comply with all Laws concerning pollution of waterways. (A) Stormwater Permit. Contractor must comply with all applicable conditions of the State Water Resources Control Board National Pollutant Discharge Elimination System General Permit for Waste Discharge Requirements for Discharges of Stormwater Runoff Associated with Construction Activity ("Stormwater Permit"). (B) Contractor's Obligations. If required for the Work, a copy of the Stormwater Permit is on file in City's principal administrative offices, and Contractor must comply with it without adjustment of the Contract Price or the Contract Time. Contractor must timely and completely submit required reports and monitoring information required by the conditions of the Stormwater Permit. Contractor also must comply with all other Laws Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 40 governing discharge of stormwater, including applicable municipal stormwater management programs. 7.20 Noise Control. Contractor must comply with all applicable noise control Laws. Noise control requirements apply to all equipment used for the Work or related to the Work, including trucks, transit mixers or transient equipment that may or may not be owned by Contractor. 7.21 Mined Materials. Pursuant to the Surface Mining and Reclamation Act of 1975, Public Resources Code § 2710 et seq., any purchase of mined materials, such as construction aggregate, sand, gravel, crushed stone, road base, fill materials, and any other mineral materials must originate from a surface mining operation included on the AB 3098 List, which is available online at: ftp://ftp.consrv.ca.gov/pub/omr/AB3098%20List/AB3908List.pdf. Article 8 - Payment 8.1 Schedule of Values. Prior to submitting its first application for payment, Contractor must prepare and submit to the Project Manager a schedule of values apportioned to the various divisions and phases of the Work, including mobilization and demobilization. If a Bid Schedule was submitted with Contractor's bid, the amounts in the schedule of values must be consistent with the Bid Schedule. Each line item contained in the schedule of values must be assigned a value such that the total of all items equals the Contract Price. The items must be sufficiently detailed to enable accurate evaluation of the percentage of completion claimed in each application for payment, and the assigned value consistent with any itemized or unit pricing submitted with Contractor's bid. (A) Measurements for Unit Price Work. Materials and items of Work to be paid for on the basis of unit pricing will be measured according to the methods specified in the Contract Documents. (B) Deleted or Reduced Work. Contractor will not be compensated for Work that City has deleted or reduced in scope, except for any labor, material or equipment costs for such Work that Contractor reasonably incurred before Contractor learned that the Work could be deleted or reduced. Contractor will only be compensated for those actual, direct and documented costs incurred, and will not be entitled to any mark up for overhead or lost profits. 8.2 Progress Payments. Following the last day of each month, or as otherwise required by the Special Conditions or Specifications, Contractor will submit to the Project Manager a monthly application for payment for Work performed during the preceding month based on the estimated value of the Work performed during that preceding month. (A) Application for Payment. Each application for payment must be itemized to include labor, materials, and equipment incorporated into the Work, and materials and equipment delivered to the Project site, as well as authorized and approved Change Orders. Each payment application must be supported by the unit prices submitted with Contractor's Bid Schedule and/or schedule of values and any other substantiating data required by the Contract Documents. (B) Payment of Undisputed Amounts. City will pay the undisputed amount due within 30 days after Contractor has submitted a complete and accurate payment application, subject to Public Contract Code § 20104.50. City will deduct a percentage from each progress payment as retention, as set forth in Section 8.5, below, and may withhold additional amounts as set forth in Section 8.3, below. Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 41 8.3 Adjustment of Payment Application. City may adjust or reject the amount requested in a payment application, including application for Final Payment, in whole or in part, if the amount requested is disputed or unsubstantiated. Contractor will be notified in writing of the basis for the modification to the amount requested. City may also deduct or withhold from payment otherwise due based upon any of the circumstances and amounts listed below. Sums withheld from payment otherwise due will be released when the basis for that withholding has been remedied and no longer exists. (A) For Contractor's unexcused failure to perform the Work as required by the Contract Documents, including correction or completion of punch list items, City may withhold or deduct an amount based on the City's estimated cost to correct or complete the Work. (B) For loss or damage caused by Contractor or its Subcontractors arising out of or relating to performance of the Work or any failure to protect the Project site, City may deduct an amount based on the estimated cost to repair or replace. (C) For Contractor's failure to pay its Subcontractors and suppliers when payment is due, City may withhold an amount equal to the total of past due payments and may opt to pay that amount separately via joint check pursuant to Section 8.6(B), Joint Checks. (D) For Contractor's failure to timely correct rejected, nonconforming, or defective Work, City may withhold or deduct an amount based on the City's estimated cost to correct or complete the Work. (E) For any unreleased stop notice, City may withhold 125% of the amount claimed. (F) For Contractor's failure to submit any required schedule or schedule update in the manner and within the time specified in the Contract Documents, City may withhold an amount equal to five percent of the total amount requested until Contractor complies with its schedule submittal obligations. (G) For Contractor's failure to maintain or submit as -built documents in the manner and within the time specified in the Contract Documents, City may withhold or deduct an amount based on the City's cost to prepare the as-builts. (H) For Work performed without Shop Drawings that have been accepted by City, when accepted Shop Drawings are required before proceeding with the Work, City may deduct an amount based on the estimated cost to correct unsatisfactory Work or diminution in value. (1) For fines, payments, or penalties assessed under the Labor Code, City may deduct from payments due to Contractor as required by Laws and as directed by the Division of Labor Standards Enforcement. (J) For any other costs or charges that may be withheld or deducted from payments to Contractor, as provided in the Contract Documents, including liquidated damages, City may withhold or deduct such amounts from payment otherwise due to Contractor. 8.4 Early Occupancy. Neither City's payment of progress payments nor its partial or full use or occupancy of the Project constitutes acceptance of any part of the Work. 8.5 Retention. City will retain five percent of the full amount due on each progress payment (i.e., the amount due before any withholding or deductions pursuant to Section 8.3, Adjustment of Payment Application), or the percentage stated in the Notice Inviting Bids, whichever is greater, as retention to ensure full and satisfactory performance of the Work. Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 42 Contractor is not entitled to any reduction in the rate of withholding at any time, nor to release of any retention before 35 days following City's acceptance of the Project. (A) Substitution of Securities. As provided by Public Contract Code § 22300, Contractor may request in writing that it be allowed, at its sole expense, to substitute securities for the retention withheld by City. Any escrow agreement entered into pursuant to this provision must fully comply with Public Contract Code § 22300 and will be subject to approval as to form by City's legal counsel. If City exercises its right to draw upon such securities in the event of default pursuant to section (7) of the statutory Escrow Agreement for Security Deposits in Lieu of Retention, pursuant to subdivision (f) of Public Contract Code § 22300 ("Escrow Agreement"), and if Contractor disputes that it is in default, its sole remedy is to comply with the dispute resolution procedures in Article 12 and the provisions therein. It is agreed that for purposes of this paragraph, an event of default includes City's rights pursuant to these Contract Documents to withhold or deduct sums from retention, including withholding or deduction for liquidated damages, incomplete or defective Work, stop payment notices, or backcharges. It is further agreed that if any individual authorized to give or receive written notice on behalf of a party pursuant to section (10) of the Escrow Agreement are unavailable to give or receive notice on behalf of that party due to separation from employment, retirement, death, or other circumstances, the successor or delegee of the named individual is deemed to be the individual authorized to give or receive notice pursuant to section (10) of the Escrow Agreement. (B) Release of Undisputed Retention. All undisputed retention, less any amounts that may be assessed as liquidated damages, retained for stop notices, or otherwise withheld pursuant to Section 8.3, Adjustment of Payment Application, will be released as Final Payment to Contractor no sooner than 35 days following recordation of the notice of completion, and no later than 60 days following acceptance of the Project by City's governing body or authorized designee pursuant to Section 11.1(C), Acceptance, or, if the Project has not been accepted, no later than 60 days after the Project is otherwise considered complete pursuant to Public Contract Code § 7107(c). 8.6 Payment to Subcontractors and Suppliers. Each month, Contractor must promptly pay each Subcontractor and supplier the value of the portion of labor, materials, and equipment incorporated into the Work or delivered to the Project site by the Subcontractor or supplier during the preceding month. Such payments must be made in accordance with the requirements of Laws pertaining to such payments, and those of the Contract Documents and applicable subcontract or supplier contract. (A) Withholding for Stop Notice. Pursuant to Civil Code § 9358, City will withhold 125% of the amount claimed by an unreleased stop notice, a portion of which may be retained by City for the costs incurred in handling the stop notice claim, including attorneys' fees and costs, as authorized by law. (B) Joint Checks. City reserves the right, acting in its sole discretion, to issue joint checks made payable to Contractor and a Subcontractor or supplier, if City determines this is necessary to ensure fair and timely payment for a Subcontractor or supplier who has provided services or goods for the Project. As a condition to release of payment by a joint check, the joint check payees may be required to execute a joint check agreement in a form provided or approved by the City Attorney's Office. The joint check payees will be jointly and severally responsible for the allocation and disbursement of funds paid by joint check. Payment by joint check will not be construed to create a contractual relationship between City and a Subcontractor or supplier of any tier beyond the scope of the joint check agreement. Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 43 8.7 Final Payment. Contractor's application for Final Payment must comply with the requirements for submitting an application for a progress payment as stated in Section 8.2, above. Corrections to previous progress payments, including adjustments to estimated quantities for unit priced items, may be included in the Final Payment. If Contractor fails to submit a timely application for Final Payment, City reserves the right to unilaterally process and issue Final Payment without an application from Contractor in order to close out the Project. For the purposes of determining the deadline for Claim submission pursuant to Article 12, the date of Final Payment is deemed to be the date that City acts to release undisputed retention as final payment to Contractor, or otherwise provides written notice to Contractor of Final Payment or that no undisputed funds remain available for Final Payment due to offsetting withholdings or deductions pursuant to Section 8.3, Adjustment of Payment Application. If the amount due from Contractor to City exceeds the amount of Final Payment, City retains the right to recover the balance from Contractor or its sureties. 8.8 Release of Claims. City may, at any time, require that payment of the undisputed portion of any progress payment or Final Payment be contingent upon Contractor furnishing City with a written waiver and release of all claims against City arising from or related to the portion of Work covered by those undisputed amounts subject to the limitations of Public Contract Code § 7100. Any disputed amounts may be specifically excluded from the release. 8.9 Warranty of Title. Contractor warrants that title to all work, materials, or equipment incorporated into the Work and included in a request for payment will pass over to City free of any claims, liens, or encumbrances upon payment to Contractor. Article 9 - Labor Provisions 9.1 Discrimination Prohibited. Discrimination against any prospective or present employee engaged in the Work on grounds of race, color, ancestry, national origin, ethnicity, religion, sex, sexual orientation, age, disability, or marital status is strictly prohibited. Contractor and its Subcontractors are required to comply with all applicable Laws prohibiting discrimination, including the California Fair Employment and Housing Act (Govt. Code § 12900 et seq.), Government Code § 11135, and Labor Code §§ 1735, 1777.5, 1777.6, and 3077.5. 9.2 Labor Code Requirements. (A) Eight Hour Day. Pursuant to Labor Code § 1810, eight hours of labor constitute a legal day's work under this Contract. (B) Penalty. Pursuant to Labor Code § 1813, Contractor will forfeit to City as a penalty, the sum of $25.00 for each day during which a worker employed by Contractor or any Subcontractor is required or permitted to work more than eight hours in any one calendar day or more than 40 hours per calendar week, except if such workers are paid overtime under Labor Code § 1815. (C) Apprentices. Contractor is responsible for compliance with the requirements governing employment and payment of apprentices, as set forth in Labor Code § 1777.5, which is fully incorporated by reference. (D) Notices. Pursuant to Labor Code § 1771.4, Contractor is required to post all job site notices prescribed by Laws. Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 44 9.3 Prevailing Wages. Each worker performing Work under this Contract that is covered under Labor Code §§ 1720 or 1720.9, including cleanup at the Project site, must be paid at a rate not less than the prevailing wage as defined in §§ 1771 and 1774 of the Labor Code. The prevailing wage rates are on file with the City and available online at http://wwvv.dir.ca-gov/dlsr. Contractor must post a copy of the applicable prevailing rates at the Project site. (A) Penalties. Pursuant to Labor Code § 1775, Contractor and any Subcontractor will forfeit to City as a penalty up to $200.00 for each calendar day, or portion thereof, for each worker paid less than the applicable prevailing wage rate. Contractor must also pay each worker the difference between the applicable prevailing wage rate and the amount actually paid to that worker. (B) Federal Requirements. If this Project is subject to federal prevailing wage requirements in addition to California prevailing wage requirements, Contractor and its Subcontractors are required to pay the higher of the currently applicable state or federal prevailing wage rates. 9.4 Payroll Records. Contractor must comply with the provisions of Labor Code §§ 1771.4, 1776, and 1812 and all implementing regulations, which are fully incorporated by this reference, including requirements for monthly electronic submission of payroll records to the DIR. (A) Contractor and Subcontractor Obligations. Contractor and each Subcontractor must keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed in connection with the Work. Each payroll record must contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following: (1) The information contained in the payroll record is true and correct; and (2) Contractor or the Subcontractor has complied with the requirements of Labor Code §§ 1771, 1811, and 1815 for any Work performed by its employees on the Project. (B) Certified Record. A certified copy of an employee's payroll record must be made available for inspection or furnished to the employee or his or her authorized representative on request, to City, to the Division of Labor Standards Enforcement, to the Division of Apprenticeship Standards of the DIR, and as further required by the Labor Code. (C) Enforcement. Upon notice of noncompliance with Labor Code § 1776, Contractor or Subcontractor has ten days in which to comply with the requirements of this section. If Contractor or Subcontractor fails to do so within the ten-day period, Contractor or Subcontractor will forfeit a penalty of $100.00 per day, or portion thereof, for each worker for whom compliance is required, until strict compliance is achieved. Upon request by the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement, these penalties will be withheld from payments then due to Contractor. 9.5 Labor Compliance. Pursuant to Labor Code § 1771.4, the Contract for this Project is subject to compliance monitoring and enforcement by the DIR. Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 45 Article 10 - Safety Provisions 10.1 Safety Precautions and Programs. Contractor and its Subcontractors are fully responsible for safety precautions and programs, and for the safety of persons and property in the performance of the Work. Contractor and its Subcontractors must at all times comply with all applicable health and safety Laws and seek to avoid injury, loss, or damage to persons or property by taking reasonable steps to protect its employees and other persons at any Worksite, materials and equipment stored on or off site, and property at or adjacent to any Worksite. (A) Reporting Requirements. Contractor must immediately notify the City of any death, serious injury or illness resulting from Work on the Project. Contractor must immediately provide a written report to City of each recordable accident or injury occurring at any Worksite within 24 hours of the occurrence. The written report must include: (1) the name and address of the injured or deceased person; (2) the name and address of each employee of Contractor or of any Subcontractor involved in the incident; (3) a detailed description of the incident, including precise location, time, and names and contact information for known witnesses; and (4) a police or first responder report, if applicable. If Contractor is required to file an accident report with a government agency, Contractor will provide a copy of the report to City. (B) Legal Compliance. Contractor's safety program must comply with the applicable legal and regulatory requirements. Contractor must provide City with copies of all notices required by Laws. (C) Contractor's Obligations. Any damage or loss caused by Contractor arising from the Work which is not insured under property insurance must be promptly remedied by Contractor. (D) Remedies. If City determines, in its sole discretion, that any part of the Work or Project site is unsafe, City may, without assuming responsibility for Contractor's safety program, require Contractor or its Subcontractor to cease performance of the Work or to take corrective measures to City's satisfaction. If Contractor fails to promptly take the required corrective measures, City may perform them and deduct the cost from the Contract Price. Contractor agrees it is not entitled to submit a Claim for damages, for an increase in Contract Price, or for a change in Contract Time based on Contractor's compliance with City's request for corrective measures pursuant to this provision. 10.2 Hazardous Materials. Unless otherwise specified in the Contract Documents, this Contract does not include the removal, handling, or disturbance of any asbestos or other Hazardous Materials. If Contractor encounters materials on the Project site that Contractor reasonably believes to be asbestos or other Hazardous Materials, and the asbestos or other Hazardous Materials have not been rendered harmless, Contractor may continue Work in unaffected areas reasonably believed to be safe, but must immediately cease work on the area affected and report the condition to City. No asbestos, asbestos -containing products or other Hazardous Materials may be used in performance of the Work. 10.3 Material Safety. Contractor is solely responsible for complying with § 5194 of Title 8 of the California Code of Regulations, including by providing information to Contractor's employees about any hazardous chemicals to which they may be exposed in the course of the Work. A hazard communication program and other forms of warning and training about such exposure must be used. Contractor must also maintain Safety Data Sheets ("SDS") at the Project site, as required by Laws, for materials or substances used or consumed in the performance of the Work. The SDS will be accessible and available to Contractor's employees, Subcontractors, and City. Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 46 (A) Contractor Obligations. Contractor is solely responsible for the proper delivery, handling, use, storage, removal, and disposal of all materials brought to the Project site and/or used in the performance of the Work. Contractor must notify the Engineer if a specified product or material cannot be used safely. (B) Labeling. Contractor must ensure proper labeling on any material brought onto the Project site so that any persons working with or in the vicinity of the material may be informed as to the identity of the material, any potential hazards, and requirements for proper handling, protections, and disposal. 10.4 Hazardous Condition. Contractor is solely responsible for determining whether a hazardous condition exists or is created during the course of the Work, involving a risk of bodily harm to any person or risk of damage to any property. If a hazardous condition exists or is created, Contractor must take all precautions necessary to address the condition and ensure that the Work progresses safely under the circumstances. Hazardous conditions may result from, but are not limited to, use of specified materials or equipment, the Work location, the Project site condition, the method of construction, or the way any Work must be performed. 10.5 Emergencies. In an emergency affecting the safety or protection of persons, Work, or property at or adjacent to any Worksite, Contractor must take reasonable and prompt actions to prevent damage, injury, or loss, without prior authorization from the City if, under the circumstances, there is inadequate time to seek prior authorization from the City. Article 11 -Completion and Warranty Provisions 11.1 Final Completion. (A) Final Inspection and Punch List. When the Work required by this Contract is fully performed, Contractor must provide written notification to City requesting final inspection. The Engineer will schedule the date and time for final inspection, which must include Contractor's primary representative for this Project and its superintendent. Based on that inspection, City will prepare a punch list of any items that are incomplete, missing, defective, incorrectly installed, or otherwise not compliant with the Contract Documents. The punch list to Contractor will specify the time by which all of the punch list items must be completed or corrected. The punch list may include City's estimated cost to complete each punch list item if Contractor fails to do so within the specified time. The omission of any non -compliant item from a punch list will not relieve Contractor from fulfilling all requirements of the Contract Documents. Contractor's failure to complete any punch list item within the time specified in the punch list will not waive or abridge its warranty obligations for any such items that must be completed by the City or by a third party retained by the City due to Contractor's failure to timely complete any such outstanding item. (B) Requirements for Final Completion. Final Completion will be achieved upon completion or correction of all punch list items, as verified by City's further inspection, and upon satisfaction of all other Contract requirements, including any commissioning required under the Contract Documents and submission of all final submittals, including instructions and manuals as required under Section 7.10, and complete, final as -built drawings as required under Section 7.11, all to City's satisfaction. (C) Acceptance. The Project will be considered accepted upon City Council action during a public meeting to accept the Project, unless the Engineer is authorized to accept Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 47 the Project, in which case the Project will be considered accepted upon the date of the Engineer's issuance of a written notice of acceptance. In order to avoid delay of Project close out, the City may elect, acting in its sole discretion, to accept the Project as complete subject to exceptions for punch list items that are not completed within the time specified in the punch list. (D) Final Payment and Release of Retention. Final Payment and release of retention, less any sums withheld pursuant to the provisions of the Contract Documents, will not be made sooner than 35 days after recordation of the notice of completion. If Contractor fails to complete all of the punch list items within the specified time, City may withhold up to 150% of City's estimated cost to complete each of the remaining items from Final Payment and may use the withheld retention to pay for the costs to self - perform the outstanding items or to retain a third party to complete any such outstanding punch list item. 11.2 Warranty. (A) General. Contractor warrants that all materials and equipment will be new unless otherwise specified, of good quality, in conformance with the Contract Documents, and free from defective workmanship and materials. Contractor further warrants that the Work will be free from material defects not intrinsic in the design or materials required in the Contract Documents. Contractor warrants that materials or items incorporated into the Work comply with the requirements and standards in the Contract Documents, including compliance with Laws, and that any Hazardous Materials encountered or used were handled as required by Laws. At City's request, Contractor must furnish satisfactory evidence of the quality and type of materials and equipment furnished. Contractor's warranty does not extend to damage caused by normal wear and tear, or improper use or maintenance. (B) Warranty Period. Contractor's warranty must guarantee its Work for a period of one year from the date of Project acceptance (the "Warranty Period"), except when a longer guarantee is provided by a supplier or manufacturer or is required by the Specifications or Special Conditions. Contractor must obtain from its Subcontractors, suppliers and manufacturers any special or extended warranties required by the Contract Documents. (C) Warranty Documents. As a condition precedent to Final Completion, Contractor must supply City with all warranty and guarantee documents relevant to equipment and materials incorporated into the Work and guaranteed by their suppliers or manufacturers. (D) Subcontractors. The warranty obligations in the Contract Documents apply to Work performed by Contractor and its Subcontractors, and Contractor agrees to be co - guarantor of such Work. (E) Contractor's Obligations. Upon written notice from City to Contractor of any defect in the Work discovered during the Warranty Period, Contractor or its responsible Subcontractor must promptly correct the defective Work at its own cost. Contractor's obligation to correct defects discovered during the Warranty Period will continue past the expiration of the Warranty Period as to any defects in Work for which Contractor was notified prior to expiration of the Warranty Period. Work performed during the Warranty Period ("Warranty Work") will be subject to the warranty provisions in this Section 11.2 for a one-year period that begins upon completion of such Warranty Work to City's satisfaction. Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 48 (F) City's Remedies. If Contractor or its responsible Subcontractor fails to correct defective Work within ten days following notice by City, or sooner if required by the circumstances, City may correct the defects to conform with the Contract Documents at Contractor's sole expense. Contractor must reimburse City for its costs in accordance with subsection (H), below. (G) Emergency Repairs. In cases of emergency where any delay in correcting defective Work could cause harm, loss or damage, City may immediately correct the defects to conform with the Contract Documents at Contractor's sole expense. Contractor or its surety must reimburse City for its costs in accordance with subsection (H), below. (H) Reimbursement. Contractor must reimburse City for its costs to repair under subsections (F) or (G), above, within 30 days following City's submission of a demand for payment pursuant to this provision. If City is required to initiate legal action to compel Contractor's compliance with this provision, and City is the prevailing party in such action, Contractor and its surety are solely responsible for all of City's attorney's fees and legal costs expended to enforce Contractor's warranty obligations herein, in addition to any and all costs City incurs to correct the defective Work. 11.3 Use Prior to Final Completion. City reserves the right to occupy or make use of the Project, or any portions of the Project, prior to Final Completion if City has determined that the Project or portion of it is in a condition suitable for the proposed occupation or use, and that it is in its best interest to occupy or make use of the Project, or any portions of it, prior to Final Completion. (A) Non -Waiver. Occupation or use of the Project, in whole or in part, prior to Final Completion will not operate as acceptance of the Work or any portion of it, nor will it operate as a waiver of any of City's rights or Contractor's duties pursuant to these Contract Documents, and will not affect nor bear on the determination of the time of substantial completion with respect to any statute of repose pertaining to the time for filing an action for construction defect. (B) City's Responsibility. City will be responsible for the cost of maintenance and repairs due to normal wear and tear with respect to those portions of the Project that are being occupied or used before Final Completion. The Contract Price or the Contract Time may be adjusted pursuant to the applicable provisions of these Contract Documents if, and only to the extent that, any occupation or use under this Section actually adds to Contractor's cost or time to complete the Work within the Contract Time. 11.4 Substantial Completion. For purposes of determining "substantial completion" with respect to any statute of repose pertaining to the time for filing an action for construction defect, "substantial completion" is deemed to mean the last date that Contractor or any Subcontractor performs Work on the Project prior to City acceptance of the Project, except for warranty work performed under this Article. Article 12 - Dispute Resolution 12.1 Claims. This Article applies to and provides the exclusive procedures for any Claim arising from or related to the Contract or performance of the Work. (A) Definition. "Claim" means a separate demand by Contractor, submitted in writing by registered or certified mail with return receipt requested, for a change in the Contract Time, including a time extension or relief from liquidated damages, or a change in the Contract Price, when the demand has previously been submitted to City in accordance with the requirements of the Contract Documents, and which has been Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 49 rejected or disputed by City, in whole or in part. A Claim may also include that portion of a unilateral Change Order that is disputed by the Contractor. (B) Limitations. A Claim may only include the portion of a previously rejected demand that remains in dispute between Contractor and City. With the exception of any dispute regarding the amount of money actually paid to Contractor as Final Payment, Contractor is not entitled to submit a Claim demanding a change in the Contract Time or the Contract Price, which has not previously been submitted to City in full compliance with Article 5 and Article 6, and subsequently rejected in whole or in part by City. (C) Scope of Article. This Article is intended to provide the exclusive procedures for submission and resolution of Claims of any amount and applies in addition to the provisions of Public Contract Code § 9204 and § 20104 et seq., which are incorporated by reference herein. (D) No Work Delay. Notwithstanding the submission of a Claim or any other dispute between the parties related to the Project or the Contract Documents, Contractor must perform the Work and may not delay or cease Work pending resolution of a Claim or other dispute, but must continue to diligently prosecute the performance and timely completion of the Work, including the Work pertaining to the Claim or other dispute. (E) Informal Resolution. Contractor will make a good faith effort to informally resolve a dispute before initiating a Claim, preferably by face-to-face meeting between authorized representatives of Contractor and City. 12.2 Claims Submission. The following requirements apply to any Claim subject to this Article: (A) Substantiation. The Claim must be submitted to City in writing, clearly identified as a "Claim" submitted pursuant to this Article 12 and must include all of the documents necessary to substantiate the Claim including the Change Order request that was rejected in whole or in part, and a copy of City's written rejection that is in dispute. The Claim must clearly identify and describe the dispute, including relevant references to applicable portions of the Contract Documents, and a chronology of relevant events. Any Claim for additional payment must include a complete, itemized breakdown of all known or estimated labor, materials, taxes, insurance, and subcontract, or other costs. Substantiating documentation such as payroll records, receipts, invoices, or the like, must be submitted in support of each component of claimed cost. Any Claim for an extension of time or delay costs must be substantiated with a schedule analysis and narrative depicting and explaining claimed time impacts. (B) Claim Format and Content. A Claim must be submitted in the following format: (1) Provide a cover letter, specifically identifying the submission as a "Claim" submitted under this Article 12 and specifying the requested remedy (e.g., amount of proposed change to Contract Price and/or change to Contract Time). (2) Provide a summary of each Claim, including underlying facts and the basis for entitlement, and identify each specific demand at issue, including the specific Change Order request (by number and submittal date), and the date of City's rejection of that demand, in whole or in part. (3) Provide a detailed explanation of each issue in dispute. For multiple issues included within a single Claim or for multiple Claims submitted concurrently, separately number and identify each individual issue or Claim, and include the following for each separate issue or Claim: Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 50 a. A succinct statement of the matter in dispute, including Contractor's position and the basis for that position; b. Identify and attach all documents that substantiate the Claim, including relevant provisions of the Contract Documents, RFls, calculations, and schedule analysis (see subsection (A), Substantiation, above); c. A chronology of relevant events; and d. Analysis and basis for claimed changes to Contract Price, Contract Time, or any other remedy requested. (4) Provide a summary of issues and corresponding claimed damages. If, by the time of the Claim submission deadline (below), the precise amount of the requested change in the Contract Price or Contract Time is not yet known, Contractor must provide a good faith estimate, including the basis for that estimate, and must identify the date by which it is anticipated that the Claim will be updated to provide final amounts. (5) Include the following certification, executed by Contractor's authorized representative: "The undersigned Contractor certifies under penalty of perjury that its statements and representations in this Claim submittal are true and correct. Contractor warrants that this Claim submittal is comprehensive and complete as to the matters in dispute, and agrees that any costs, expenses, or delay not included herein are deemed waived." (C) Submission Deadlines. (1) A Claim disputing rejection of a request for a change in the Contract Time or Contract Price must be submitted within 15 days following the date that City notified Contractor in writing that a request for a change in the Contract Time or Contract Price, duly submitted in compliance with Article 5 and Article 6, has been rejected in whole or in part. A Claim disputing the terms of a unilateral Change Order must be submitted within 15 days following the date of issuance of the unilateral Change Order. These Claim deadlines apply even if Contractor cannot yet quantify the total amount of any requested change in the Contract Time or Contract Price. If the Contractor cannot quantify those amounts, it must submit an estimate of the amounts claimed pending final determination of the requested remedy by Contractor. (2) With the exception of any dispute regarding the amount of Final Payment, any Claim must be filed on or before the date of Final Payment or will be deemed waived. (3) A Claim disputing the amount of Final Payment must be submitted within 15 days of the effective date of Final Payment, under Section 8.7, Final Payment. (4) Strict compliance with these Claim submission deadlines is necessary to ensure that any dispute may be mitigated as soon as possible, and to facilitate cost-efficient administration of the Project. Any Claim that is not submitted within the specified deadlines will be deemed waived by Contractor. Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 51 12.3 City's Response. City will respond within 45 days of receipt of the Claim with a written statement identifying which portion(s) of the Claim are disputed, unless the 45-day period is extended by mutual agreement of City and Contractor or as otherwise allowed under Public Contract Code § 9204. However, if City determines that the Claim is not adequately substantiated pursuant to Section 12.2(A), Substantiation, City may first request in writing, within 30 days of receipt of the Claim, any additional documentation supporting the Claim or relating to defenses to the Claim that City may have against the Claim. (A) Additional Information. If additional information is thereafter required, it may be requested and provided upon mutual agreement of City and Contractor. If Contractor's Claim is based on estimated amounts, Contractor has a continuing duty to update its Claim as soon as possible with information on actual amounts in order to facilitate prompt and fair resolution of the Claim. (B) Non -Waiver. Any failure by City to respond within the times specified above will not be construed as acceptance of the Claim, in whole or in part, or as a waiver of any provision of these Contract Documents. 12.4 Meet and Confer. If Contractor disputes City's written response, or City fails to respond within the specified time, within 15 days of receipt of City's response or within 15 days of City's failure to respond within the applicable 45-day time period under Section 12.3, respectively, Contractor may notify City of the dispute in writing sent by registered or certified mail, return receipt requested, and demand an informal conference to meet and confer for settlement of the issues in dispute. If Contractor fails to notify City of the dispute and demand an informal conference to meet and confer in writing within the specified time, Contractor's Claim will be deemed waived. (A) Schedule Meet and Confer. Upon receipt of the demand to meet and confer, City will schedule the meet and confer conference to be held within 30 days, or later if needed to ensure the mutual availability of each of the individuals that each party requires to represent its interests at the meet and confer conference. (B) Location for Meet and Confer. The meet and confer conference will be scheduled at a location at or near City's principal office. (C) Written Statement After Meet and Confer. Within ten working days after the meet and confer has concluded, City will issue a written statement identifying which portion(s) of the Claim remain in dispute, if any. (D) Submission to Mediation. If the Claim or any portion remains in dispute following the meet and confer conference, within ten working days after the City issues the written statement identifying any portion(s) of the Claim remaining in dispute, the Contractor may identify in writing disputed portion(s) of the Claim, which will be submitted for mediation, as set forth below. 12.5 Mediation and Government Code Claims. (A) Mediation. Within ten working days after the City issues the written statement identifying any portion(s) of the Claim remaining in dispute following the meet and confer, City and Contractor will mutually agree to a mediator, as provided under Public Contract Code § 9204. Mediation will be scheduled to ensure the mutual availability of the selected mediator and all of the individuals that each party requires to represent its interests. If there are multiple Claims in dispute, the parties may agree to schedule the mediation to address all outstanding Claims at the same time. The parties will share the costs of the mediator and mediation fees equally, but each party is otherwise solely and separately Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 52 responsible for its own costs to prepare for and participate in the mediation, including costs for its legal counsel or any other consultants. (B) Government Code Claims. (1) Timely presentation of a Government Code Claim is a condition precedent to filing any legal action based on or arising from the Contract. Compliance with the Claim submission requirements in this Article 12 is a condition precedent to filing a Government Code Claim. (2) The time for filing a Government Code Claim will be tolled from the time Contractor submits its written Claim pursuant to Section 12.2, above, until the time that Claim is denied in whole or in part at the conclusion of the meet and confer process, including any period of time used by the meet and confer process. However, if the Claim is submitted to mediation, the time for filing a Government Code Claim will be tolled until conclusion of the mediation, including any continuations, if the Claim is not fully resolved by mutual agreement of the parties during the mediation or any continuation of the mediation. 12.6 Tort Claims. This Article does not apply to tort claims and nothing in this Article is intended nor will be construed to change the time periods for filing tort -based Government Code Claims. 12.7 Arbitration. It is expressly agreed, under Code of Civil Procedure § 1296, that in any arbitration to resolve a dispute relating to this Contract, the arbitrator's award must be supported by law and substantial evidence. 12.8 Burden of Proof and Limitations. Contractor bears the burden of proving entitlement to and the amount of any claimed damages. Contractor is not entitled to damages calculated on a total cost basis, but must prove actual damages. Contractor is not entitled to speculative, special, or consequential damages, including home office overhead or any form of overhead not directly incurred at the Project site or any other Worksite; lost profits; loss of productivity; lost opportunity to work on other projects; diminished bonding capacity; increased cost of financing for the Project; extended capital costs; non - availability of labor, material or equipment due to delays; or any other indirect loss arising from the Contract. The Eichleay Formula or similar formula will not be used for any recovery under the Contract. The City will not be directly liable to any Subcontractor or supplier. 12.9 Legal Proceedings. In any legal proceeding that involves enforcement of any requirements of the Contract Documents, the finder of fact will receive detailed instructions on the meaning and operation of the Contract Documents, including conditions, limitations of liability, remedies, claim procedures, and other provisions bearing on the defenses and theories of liability. Detailed findings of fact will be requested to verify enforcement of the Contract Documents. All of the City's remedies under the Contract Documents will be construed as cumulative, and not exclusive, and the City reserves all rights to all remedies available under law or equity as to any dispute arising from or relating to the Contract Documents or performance of the Work. 12.10 Other Disputes. The procedures in this Article 12 will apply to any and all disputes or legal actions, in addition to Claims, arising from or related to this Contract, including disputes regarding suspension or early termination of the Contract, unless and only to the extent that compliance with a procedural requirement is expressly and specifically waived by City. Nothing in this Article is intended to delay suspension or termination under Article 13. Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 53 Article 13 - Suspension and Termination 13.1 Suspension for Cause. In addition to all other remedies available to City, if Contractor fails to perform or correct Work in accordance with the Contract Documents, including non-compliance with applicable environmental or health and safety Laws, City may immediately order the Work, or any portion of it, suspended until the circumstances giving rise to the suspension have been eliminated to City's satisfaction. (A) Notice of Suspension. Upon receipt of City's written notice to suspend the Work, in whole or in part, except as otherwise specified in the notice of suspension, Contractor and its Subcontractors must promptly stop Work as specified in the notice of suspension; comply with directions for cleaning and securing the Worksite; and protect the completed and in -progress Work and materials. Contractor is solely responsible for any damages or loss resulting from its failure to adequately secure and protect the Project. (B) Resumption of Work. Upon receipt of the City's written notice to resume the suspended Work, in whole or in part, except as otherwise specified in the notice to resume, Contractor and its Subcontractors must promptly re -mobilize and resume the Work as specified; and within ten days from the date of the notice to resume, Contractor must submit a recovery schedule, prepared in accordance with the Contract Documents, showing how Contractor will complete the Work within the Contract Time. (C) Failure to Comply. Contractor will not be entitled to an increase in the Contract Time or Contract Price for a suspension occasioned by Contractor's failure to comply with the Contract Documents. (D) No Duty to Suspend. City's right to suspend the Work will not give rise to a duty to suspend the Work, and City's failure to suspend the Work will not constitute a defense to Contractor's failure to comply with the requirements of the Contract Documents. 13.2 Suspension for Convenience. City reserves the right to suspend, delay, or interrupt the performance of the Work in whole or in part, for a period of time determined to be appropriate for City's convenience. Upon notice by City pursuant to this provision, Contractor must immediately suspend, delay, or interrupt the Work and secure the Project site as directed by City except for taking measures to protect completed or in - progress Work as directed in the suspension notice, and subject to the provisions of Section 13.1(A) and (B), above. If Contractor submits a timely request for a Change Order in compliance with Articles 5 and 6, the Contract Price and the Contract Time will be equitably adjusted by Change Order pursuant to the terms of Articles 5 and 6 to reflect the cost and delay impact occasioned by such suspension for convenience, except to the extent that any such impacts were caused by Contractor's failure to comply with the Contract Documents or the terms of the suspension notice or notice to resume. However, the Contract Time will only be extended if the suspension causes or will cause unavoidable delay in Final Completion. If Contractor disputes the terms of a Change Order issued for such equitable adjustment due to suspension for convenience, its sole recourse is to comply with the Claim procedures in Article 12. 13.3 Termination for Default. City may declare that Contractor is in default of the Contract for a material breach of or inability to fully, promptly, or satisfactorily perform its obligations under the Contract. (A) Default. Events giving rise to a declaration of default include Contractor's refusal or failure to supply sufficient skilled workers, proper materials, or equipment to perform the Work within the Contract Time; Contractor's refusal or failure to make prompt Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 54 payment to its employees, Subcontractors, or suppliers or to correct defective Work or damage; Contractor's failure to comply with Laws, or orders of any public agency with jurisdiction over the Project; evidence of Contractor's bankruptcy, insolvency, or lack of financial capacity to complete the Work as required within the Contract Time; suspension, revocation, or expiration and nonrenewal of Contractor's license or DIR registration; dissolution, liquidation, reorganization, or other major change in Contractor's organization, ownership, structure, or existence as a business entity; unauthorized assignment of Contractor's rights or duties under the Contract; or any material breach of the Contract requirements. (B) Notice of Default and Opportunity to Cure. Upon City's declaration that Contractor is in default due to a material breach of the Contract Documents, if City determines that the default is curable, City will afford Contractor the opportunity to cure the default within ten days of City's notice of default, or within a period of time reasonably necessary for such cure, including a shorter period of time if applicable. (C) Termination. If Contractor fails to cure the default or fails to expediently take steps reasonably calculated to cure the default within the time period specified in the notice of default, City may issue written notice to Contractor and its performance bond surety of City's termination of the Contract for default. (D) Waiver. Time being of the essence in the performance of the Work, if Contractor's surety fails to arrange for completion of the Work in accordance with the Performance Bond within seven calendar days from the date of the notice of termination pursuant to paragraph (C), City may immediately make arrangements for the completion of the Work through use of its own forces, by hiring a replacement contractor, or by any other means that City determines advisable under the circumstances. Contractor and its surety will be jointly and severally liable for any additional cost incurred by City to complete the Work following termination, where "additional cost" means all cost in excess of the cost City would have incurred if Contactor had timely completed Work without the default and termination. In addition, City will have the right to immediate possession and use of any materials, supplies, and equipment procured for the Project and located at the Project site or any Worksite on City property for the purposes of completing the remaining Work. (E) Compensation. Within 30 days of receipt of updated as-builts, all warranties, manuals, instructions, or other required documents for Work installed to date, and delivery to City of all equipment and materials for the Project for which Contractor has already been compensated, Contractor will be compensated for the Work satisfactorily performed in compliance with the Contract Documents up to the effective date of the termination pursuant to the terms of Article 8, Payment, subject to City's rights to withhold or deduct sums from payment otherwise due pursuant to Section 8.3, and excluding any costs Contractor incurs as a result of the termination, including any cancellation or restocking charges or fees due to third parties. If Contractor disputes the amount of compensation determined by City, its sole recourse is to comply with the Claim Procedures in Article 12, by submitting a Claim no later than 30 days following notice from City of the total compensation to be paid by City. (F) Wrongful Termination. If Contractor disputes the termination, its sole recourse is to comply with the Claim procedures in Article 12. If a court of competent jurisdiction or an arbitrator later determines that the termination for default was wrongful, the termination will be deemed to be a termination for convenience, and Contractor's damages will be strictly limited to the compensation provided for termination for convenience under Section 13.4, below. Contractor waives any claim for any other damages for wrongful termination including special or consequential damages, lost Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 55 opportunity costs, or lost profits, and any award of damages is subject to Section 12.8, Burden of Proof and Limitations. 13.4 Termination for Convenience. City reserves the right, acting in its sole discretion, to terminate all or part of the Contract for convenience upon written notice to Contractor. (A) Compensation to Contractor. In the event of City's termination for convenience, Contractor waives any claim for damages, including for loss of anticipated profits from the Project. The following will constitute full and fair compensation to Contractor, and Contractor will not be entitled to any additional claim or compensation: (1) Completed Work. The value of its Work satisfactorily performed as of the date notice of termination is received, based on Contractor's schedule of values and unpaid costs for items delivered to the Project site that were fabricated for incorporation in the Work; (2) Demobilization. Demobilization costs specified in the schedule of values, or if demobilization costs were not provided in a schedule of values pursuant to Section 8.1, then based on actual, reasonable, and fully documented demobilization costs; and (3) Termination Markup. Five percent of the total value of the Work performed as of the date of notice of termination, including reasonable, actual, and documented costs to comply with the direction in the notice of termination for convenience, and demobilization costs, which is deemed to cover all overhead and profit to date. (B) Disputes. If Contractor disputes the amount of compensation determined by City pursuant to paragraph (A), above, its sole recourse is to comply with the Claim procedures in Article 12, by submitting a Claim no later than 30 days following notice from City of total compensation to be paid by City. 13.5 Actions Upon Termination for Default or Convenience. The following provisions apply to any termination under this Article, whether for default or convenience, and whether in whole or in part. (A) General. Upon termination, City may immediately enter upon and take possession of the Project and the Work and all tools, equipment, appliances, materials, and supplies procured or fabricated for the Project. Contractor will transfer title to and deliver all completed Work and all Work in progress to City. (B) Submittals. Unless otherwise specified in the notice of termination, Contractor must immediately submit to City all designs, drawings, as -built drawings, Project records, contracts with vendors and Subcontractors, manufacturer warranties, manuals, and other such submittals or Work -related documents required under the terms of the Contract Documents, including incomplete documents or drafts. (C) Close Out Requirements. Except as otherwise specified in the notice of termination, Contractor must comply with all of the following: (1) Immediately stop the Work, except for any Work that must be completed pursuant to the notice of termination and comply with City's instructions for cessation of labor and securing the Project and any other Worksite(s). (2) Comply with City's instructions to protect the completed Work and materials, using best efforts to minimize further costs. Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 56 (3) Contractor must not place further orders or enter into new subcontracts for materials, equipment, services or facilities, except as may be necessary to complete any portion of the Work that is not terminated. (4) As directed in the notice, Contractor must assign to City or cancel existing subcontracts that relate to performance of the terminated Work, subject to any prior rights, if any, of the surety for Contractor's performance bond, and settle all outstanding liabilities and claims, subject to City's approval. (5) As directed in the notice, Contractor must use its best efforts to sell any materials, supplies, or equipment intended solely for the terminated Work in a manner and at market rate prices acceptable to City. (D) Payment Upon Termination. Upon completion of all termination obligations, as specified herein and in the notice of termination, Contractor will submit its request for Final Payment, including any amounts due following termination pursuant to this Article 13. Payment will be made in accordance with the provisions of Article 8, based on the portion of the Work satisfactorily completed, including the close out requirements, and consistent with the previously submitted schedule of values and unit pricing, including demobilization costs. Adjustments to Final Payment may include deductions for the cost of materials, supplies, or equipment retained by Contractor; payments received for sale of any such materials, supplies, or equipment, less re -stocking fees charged; and as otherwise specified in Section 8.3, Adjustment of Payment Application. (E) Continuing Obligations. Regardless of any Contract termination, Contractor's obligations for portions of the Work already performed will continue and the provisions of the Contract Documents will remain in effect as to any claim, indemnity obligation, warranties, guarantees, submittals of as -built drawings, instructions, or manuals, record maintenance, or other such rights and obligations arising prior to the termination date. Article 14 - Miscellaneous Provisions 14.1 Assignment of Unfair Business Practice Claims. Under Public Contract Code § 7103.5, Contractor and its Subcontractors agree to assign to City all rights, title, and interest in and to all causes of action it may have under section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2 (commencing with § 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the Contract or any subcontract. This assignment will be effective at the time City tenders Final Payment to Contractor, without further acknowledgement by the parties. 14.2 Provisions Deemed Inserted. Every provision of law required to be inserted in the Contract Documents is deemed to be inserted, and the Contract Documents will be construed and enforced as though such provision has been included. If it is discovered that through mistake or otherwise that any required provision was not inserted, or not correctly inserted, the Contract Documents will be deemed amended accordingly. 14.3 Waiver. City's waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of the Contract Documents will not be effective unless it is in writing and signed by City. City's waiver of any breach, failure, right, or remedy will not be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor will any waiver constitute a continuing waiver unless specified in writing by City. Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 57 14.4 Titles, Headings, and Groupings. The titles and headings used and the groupings of provisions in the Contract Documents are for convenience only and may not be used in the construction or interpretation of the Contract Documents or relied upon for any other purpose. 14.5 Statutory and Regulatory References. With respect to any amendments to any statutes or regulations referenced in these Contract Documents, the reference is deemed to be the version in effect on the date that bids were due. 14.6 Survival. The provisions that survive termination or expiration of this Contract include Contract Section 11, Notice, and subsections 12.1, 12.2, 12.3, 12.4, 12.5, and 12.6, of Section 12, General Provisions; and the following provisions in these General Conditions: Section 2.2(J), Contractor's Records, Section 2.3(C), Termination, Section 3.7, Ownership, Section 4.2, Indemnity, Article 12, Dispute Resolution, and Section 11.2, Warranty. END OF GENERAL CONDITIONS Francisco Blvd East Mid -Block Crossing Enhancement 2022 Form GENERAL CONDITIONS Project #11451 Page 58 RAFq�` 1, a z yo cc, WITH P�`y 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: Shannon Mackle (for Mariana Sanchez) Extension: 3353 Contractor Name: Mike Brown Electric Co. Contractor's Contact: Tiffany Howe Contact's Email: tiffany@mbelectric.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial a. Email PINS Introductory Notice to Contractor Click here to 1 Project Manager eater a date. b. Email contract (in Word) and attachments to City 11/8/2024 Attorney c/o Laraine.Gittens@cityofsanrafael.org ❑X SM 2 City Attorney a. Review, revise, and comment on draft agreement 11/15/2024 and return to Project Manager 11/15/2024 ❑X NT b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor ❑X NT 3 Department Director Approval of final agreement form to send to 11/15/2024 © AM contractor 4 Project Manager Forward three (3) originals of final agreement to 11/15/2024 Project Manager contractor for their signature 5 When necessary, contractor -signed agreement ❑ 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 12/2/2024 Date of City Council approval 'RINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City 11/25/24 SM City Attorney Attorney with printed copy of this routing form 12 rid Z 7 Review and approve hard copy of signed E agreement 8 City Attorney Review and approve insurance in PINS, and bonds 1 Z, 03 1 Z H R E (for Public Works Contracts) 9 City Manager / Mayor Agreement executed by City Council authorized r ` c� I official Attest signatures, retains original agreement and l C� �I 10 City Clerk forwards copies to Project Manager �� FUNDING AGREEMENT BETWEEN THE CITY OF SAN RAFAEL AND 711 GRAND QALICB FOR THE FRANCISCO BOULEVARD EAST MID-BLOCK CROSSING THIS FUNDING o as of __________________, 2024 CITY OF SAN RAFAEL, a municipal corporation City and 711 Grand Qualified Area Low Income Business (QALICB), a part of Canal Alliance, a California nonprofit corporation Funder RECITALS A. In November 2022, Funder requested that the City construct a pedestrian crosswalk at new facility located between Francisco Boulevard and Second Street in the City (the - and described specifically in Exhibit A, would enhance pedestrian safety in accessing services on Francisco Boulevard, which does not currently have any traffic controls near the proposed location. B. In order to facilitate construction of the Project, the City applied for various grants; Funder agreed to fund the remaining Project costs not covered by any such grants. C. On February 5, 2024, the San Rafael City Council adopted Resolution No. 15275, included as Exhibit B to this Agreement, accepting from the Metropolitan Transportation a grant of $25, and authorizing the appropriation of such grant to fund the Project. D. On March 9, 2024, the City entered into a grant agreement with the Transportation , included as Exhibit C to this Agreement, whereby TAM committed $175,000 to the City to fund the Project. E. On July 12, 2024, Funder has also received a $122,875 community development block U.S. Department of Housing and Urban Development Funder will provide these funds to the City to be used towards the construction of the Project. The total cost of the Project is estimated to be $734,233. All costs, excluding Project contingency, not covered by the MTC Grant, TAM Grant, and the CDBG (i.e., approximately $325,326) will be covered by the Funder. AGREEMENTS NOW, THEREFORE, CITY AND FUNDER AGREE AS FOLLOWS: Section 1. Funding Commitment. A. Funding Amount and term. Subject to the terms and conditions hereunder and in consideration of Funder , Funder agrees to transfer funds to City in an amount equal to the total Project costs, less $200,000 to pay out-of-pocket soft and hard costs paid to (9FхѶспсф 2 unaffiliated third parties for completing the Project, as described in Exhibit A, including without limitation costs of design, financing, bidding, construction and construction management. B. Funding Disbursements. Funder shall disburse to City reimbursement for costs paid by the City in furtherance of the Project, provided that the following have been completed: (1) City has submitted to Funder a statement, bill, invoice, receipt, cancelled check or other reasonable evidence of the costs incurred or paid; and (2) City has provided a certification that the work for which payment is being requested is solely for the work of the Project and has been completed in conformance with the Scope of Work of the Project specified in Exhibit A. Within thirty (30) days of receipt of the items in (1) and (2) above, Funder shall pay to City the requested amount of money. Section 2. Restrictions on Use of Funding. City covenants that the proceeds of the funds received from Funder under this Agreement shall be used solely to finance costs incurred in connection with the construction and installation of the Project pursuant to valid, bona fide contracts made by City in the ordinary course of its business. The funding proceeds shall not be used for any purpose other than as set forth in this Section 2. City shall not be responsible for any costs or charges incurred in the construction or installation of the Project, except as expressly set forth herein with respect to funding from the MTC Grant and TAM Grant. Section 3. Project Project attached hereto as Exhibit A ). In no event shall the Project include improvements to any personal or real property of Funder. Section 4. Indemnification. Funder shall defend, assume all responsibility for and hold the City and its officers, elected officials, volunteers, employees and agents, harmless from all demands, claims, actions, liabilities and damages, including damage to any property or injury to or death of any person (including attorneys' fees and costs), arising out of or caused by any of activities under this Agreement, including the design, construction and installation of the Project, whether such activities or performance thereof be by City or anyone directly or indirectly employed or contracted with by City and whether such damage shall accrue or be discovered before or after completion of the Project. Section 5. Maintenance of Records. City shall document all expenditures under this Agreement with properly executed payroll, time records, invoices, contracts, vouchers or other official documentation evidencing in appropriate detail the nature and propriety of the charges. All checks, payroll, invoices, contracts, vouchers, orders or other accounting documents pertaining in whole or in part to this Agreement shall be clearly identified and readily accessible and shall be maintained for a period of not less than three (3) years after receipt of the final funding disbursement under this Agreement. Section 6. Default and Remedies. A. Default Remedies. Subject to permitted extensions of time as provided in subsection G hereof, failure by either party to perform any action or covenant required by this Agreement within the time periods provided herein following notice and expiration of any applicable cu 3 written Notice of Default to the other party specifying the nature of the Default. Except as otherwise expressly provided in this Agreement, the claimant shall not institute any proceeding against the other party, and the other party shall not be in Default if (a) in the case of a monetary Default, such party cures the monetary Default within ten (10) business days following receipt of such Notice of Default, or (b) in the case of a non-monetary Default, such party cures, corrects or remedies the non-monetary Default within thirty (30) days following receipt of such Notice of Default, or if the non-monetary Default cannot reasonably be cured within such thirty-day period, said party commences to cure the non-monetary Default within said thirty-day period and thereafter completes such cure, correction or remedy with diligence. B. Institution of Legal Actions. Except as otherwise specifically provided herein, upon the occurrence of a Default, the non-defaulting party shall have the right, in addition to any other rights or remedies, to institute any action at law or in equity to cure, correct, prevent or remedy any Default, or to recover damages for any Default, or to obtain any other remedy consistent with the purpose of this Agreement. Any legal actions by any party must be instituted in the Superior Court of the County of Marin, State of California, or in the appropriate Federal District Court of the State of California. Notwithstanding anything herein to the contrary, no party shall have the right to recover any consequential or special damages in the event of a Default by another party. C. Termination. Subject to the provisions of paragraph A. above, this Agreement may be terminated if there is an uncured Default, by written Notice from the party not in Default. D. Acceptance of Service of Process. If any legal action is commenced by Funder against City, service of process on City shall be made by personal service upon the person designated in subsection G of Section 7, or in such other manner as may be provided by law. If any legal action is commenced by City against Funder, service of process on Funder shall be made by personal service upon the person designated in subsection G of Section 7, or in such other manner as may be provided by law. E. Rights and Remedies Are Cumulative. Except as otherwise expressly provided herein, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same Default or any other Default by the other party, except as otherwise expressly provided herein. F. Inaction Not a Waiver of Default. Any failures or delays by either party in asserting any of its rights and remedies as to any Default shall not operate as a waiver of any Default or of any such rights or remedies or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. G. Force Majeure. No party shall be in default or breach hereunder or liable to the other for any delay, failure in performance or interruption resulting directly or indirectly from war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; pandemics; quarantine, shelter-in-place or other similar restrictions; freight embargoes; governmental restrictions or priority; litigation; unusually severe weather; or acts or omissions of the other party. An extension of time for any such cause shall be for the period of the 4 enforced delay. Any party claiming such extension shall notify the other(s) promptly after becoming aware of the existence of any event or condition giving rise to such claim. Times of performance under this Agreement may also be extended in writing by the mutual agreement of City and Funder. Funder expressly agrees that adverse changes in economic conditions, either of Funder specifically or the economy generally, changes in market conditions or demand, and/or Funder s inability to obtain financing or other lack of funding shall not constitute grounds of enforced delay pursuant to this subsection G. Funder expressly assumes the risk of such adverse economic or market changes and/or inability to obtain financing, whether or not foreseeable as of the Effective Date of this Agreement. H. No Liability of City or City Member. No member, official or employee of the City shall be personally liable to Funder, or any successor in interest, in the event of any default or breach by City under this Agreement, or any successor or on any obligations under the terms of this Agreement. Section 7. Miscellaneous Provisions. A. Transfer or Assignment. As long as any portion of the Project remains to be completed, Funder shall not transfer or assign this Agreement without prior written approval by the City. Approval of any such transfer or assignment shall be at the sole discretion of City; such approval shall not be unreasonably withheld, conditioned or delayed. B. Interest of Members of City. No member of the governing body of the City and no other officer, employee or agent of the City who exercises any functions or responsibilities in connection with the carrying out of the City's work shall have any personal interest, direct or indirect, in this Agreement. C. Relationship between City and Funder. It is hereby acknowledged that the relationship between City and Funder is not that of a partnership or joint venture and that City and Funder shall not be deemed or construed for any purpose to be the agent of the other. Accordingly, except as expressly provided herein or in the Exhibits hereto, Funder shall have no rights, powers, duties or obligations with respect to the development, operation, maintenance or management of the Project. D. Compliance with Laws. City shall carry out and shall cause its contractors and subcontractors to carry out the construction of the Project in conformity with all applicable federal, limitation, all applicable environmental laws, all applicable federal and state labor laws and standards, standards, building, plumbing, Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation, the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq. Funder shall indemnify, defend (with counsel approved by City) and hold harmless the Indemnitees from and against any and all Claims arising in connection with the breach of obligations set forth in this Section whether or not any insurance policies shall have been determined to be applicable to any such Claims. It is further agreed that City does not and shall not waive any rights against Funder which it may have by reason of this indemnity and hold harmless 5 agreement because of the acceptance by City, or Funder policies described in this Agreement. Funder shall not apply to Claims to the extent arising from the gross negligence or willful misconduct of the Indemnitees. Funder the expiration or earlier termination of this Agreement. E. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. F. Time of the Essence. Time is of the essence of each and every provision of this Agreement. G. Notices, Demands and Communications between the Parties. Any approval, disapproval, demand, document or other either party may desire to give to the other party under this Agreement must be in writing and may be given by any commercially acceptable means, including via facsimile or via overnight courier, to the party to whom the Notice is directed at the address of the party as set forth below, or at any other address as that party may later designate by Notice. Any Notice shall be deemed received on the date of delivery if delivered by hand or by first class mail, postage prepaid or if sent via nationally recognized overnight courier; and upon receipt of verification of transmission if sent via facsimile (provided a copy is sent the same day via first-class mail). Notices sent by a party's attorney on behalf of such party shall be deemed given by such party. City: City of San Rafael 1400 5th Avenue, Rm. 203 San Rafael, CA 94901 Attention: City Manager with a copy to: City of San Rafael 1400 5th Avenue, Rm. 202 San Rafael, CA 94901 Attention: City Attorney Funder: 711 Grand QALICB 91 Larkspur Street San Rafael, CA 94901 Attention: Project Developer H. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such or the remaining provisions of this Agreement. 6 I. Waiver. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. J. Interpretation. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the thout captions are for convenience of reference only and do not define, describe or limit the scope or the intent of this Agreement or any of its terms. K. Legal Advice. Each party represents and warrants to the other the following: they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. L. Further Assurances. The parties shall execute, acknowledge, file or record such other instruments and statements and shall take such additional action as may be necessary to carry out the purpose and intent of this Agreement. M. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties' respective heirs, legal representatives, successors and assigns. N. Entire Agreement. This Agreement together with Exhibit A, Exhibit B, and Exhibit C, which are incorporated herein, together constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, representations, warranties and understandings of the parties concerning the subject matter contained herein, written or oral. No change, modification, addendum or amendment to any provision of this Agreement shall be valid unless executed in writing by each party hereto. O. Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. P. Authority Funder. Funder and each person executing this Agreement on behalf of Funder, does hereby covenant and warrant that (i) it is duly incorporated or otherwise established or formed and validly existing under the laws of its state of incorporation, establishment or formation, (ii) it is duly qualified to do business in California, (iii) it has full corporate, partnership, trust, association or other power and authority to enter into this Agreement and to perform all of its obligations hereunder, and (iv) each person (and all of the persons if more than one signs) signing this Agreement on behalf of Funder, as applicable, is duly and validly authorized to do so. 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CITY: CITY OF SAN RAFAEL, a municipal corporation By: Cristine Alilovich, City Manager ATTEST: Lindsay Lara, City Clerk APPROVED AS TO FORM: Robert F. Epstein, City Attorney FUNDER: 711 GRAND QALICB , a California nonprofit By: Print Name: Its: 0G: JL$ѵHKL AFҗ ;сцѶспсурхѷфр.12Ҙ UoEeUt I. HSVtein F" D9ѵ0G:AFKGF.AFGFҗ(9FхѶспсфрпѷфп.12Ҙ DnJeOD F. UoEinVon Sinon J FF9,MJEAҗ!GJҘҗ(9FхѶспсфррѷфп.12Ҙ EUennD QXUPi IoU) 8 9 EXHIBIT A SCOPE OF WORK Property: The Project is located in front of 711 Grand Avenue (APN:014-133-18) directly north of the intersection of Grand Avenue and Francisco Boulevard E. The Improvements shall consist of the following: The Project consists of installing a pedestrian hybrid beacon with a pedestrian refuge island in the median of Grand Avenue to enhance the path of travel across Grand Avenue to the new 711 Grand QALICB (Canal Alliance) headquarters. The Improvements shall be consistent with the Conceptual and Design Development Drawing, as approved by the City. All Improvements shall be constructed in accordance with the Construction Drawings approved by the City, Uniform Building Code (with City modifications), the City Municipal Code and all other applicable local, state, federal or other governmental requirements. 10 EXHIBIT B MTC FUNDING AGREEMENT RESOLUTION NO. 15275 RESOLUTION OF THE SAN RAFAEL CITY COUNCIL AUTHORIZING THE FRANCISCO BOULEVARD EAST MID-BLOCK CROSSING ENHANCEMENT PROJECT FUNDING AGREEMENT WHEREAS, Article 3 of the Transportation Development Act (TDA), Public Utilities Code (PUC) Section 99200 et seq., authorizes the submission of claims to a regional transportation planning agency for the funding of projects exclusively for the benefit and/or use of pedestrians and bicyclists; and WHEREAS, the Metropolitan Transportation Commission (MTC), as the regional transportation planning agency for the San Francisco Bay region, has adopted MTC Resolution No. 4108, Revised, entitled “Transportation Development Act, Article 3, Pedestrian/Bicycle Projects,” which delineates procedures and criteria for submission of requests for the allocation of “TDA Article 3” funding; and WHEREAS, MTC Resolution No. 4108, Revised requires that requests for the allocation of TDA Article 3 funding be submitted as part of a single, countywide coordinated claim from each county in the San Francisco Bay region; and WHEREAS, the City of San Rafael desires to submit a request to MTC for the allocation of TDA Article 3 funds to support the projects described in Attachment B to this resolution, which are for the exclusive benefit and/or use of pedestrians and/or bicyclists; now, therefore, be it WHEREAS, MTC Resolution No. 4108, Revised requires that requests for the allocation of TDA Article 3 funding be submitted as part of a single, countywide coordinated claim from each county in the San Francisco Bay region; and RESOLVED, that the City of San Rafael declares it is eligible to request an allocation of TDA Article 3 funds pursuant to Section 99234 of the Public Utilities Code, and furthermore, be it RESOLVED, that there is no pending or threatened litigation that might adversely affect the project or projects described in Attachment B to this resolution, or that might impair the ability of the City of San Rafael to carry out the project; and furthermore, be it RESOLVED, that the City of San Rafael attests to the accuracy of and approves the statements in Attachment A to this resolution; and furthermore, be it RESOLVED, that a certified copy of this resolution and its attachments, and any accompanying supporting materials shall be forwarded to the congestion management agency, countywide transportation planning agency, or county association of governments, as the case may be, of Marin County for submission to MTC as part of the countywide coordinated TDA Article 3 claim. NOW, THEREFORE BE IT RESOLVED, that the City Council hereby authorizes the acceptance and appropriation of $25,000 in TDA grant funds for the Francisco Blvd East Mid-Block Crosswalk Enhancement Project. I, LINDSAY LARA, City Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the City Council held on the 5th day of February 2024 by the following vote, to wit: AYES: COUNCILMEMBERS: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None Lindsay Lara, City Clerk November 2023 TDA Article 3 Model Resolution Page 2 Resolution No. 15275 Attachment A Re: Request to the Metropolitan Transportation Commission for the Allocation of Fiscal Year 2023/2024 Transportation Development Act Article 3 Pedestrian/Bicycle Project Funding Findings Page 1 of 1 1.That the City of San Rafael is not legally impeded from submitting a request to the Metropolitan Transportation Commission for the allocation of Transportation Development Act (TDA) Article 3 funds, nor is the City of San Rafael legally impeded from undertaking the project(s) described in “Attachment B” of this resolution. 2.That the City of San Rafael has committed adequate staffing resources to complete the project(s) described in Attachment B. 3.A review of the project(s) described in Attachment B has resulted in the consideration of all pertinent matters, including those related to environmental and right-of-way permits and clearances, attendant to the successful completion of the project(s). 4.Issues attendant to securing environmental and right -of-way permits and clearances for the projects described in Attachment B have been reviewed and will be concluded in a manner and on a schedule that will not jeopardize the deadline for the use of the TDA funds being requested. 5.That the project(s) described in Attachment B comply with the requirements of the California Environmental Quality Act (CEQA, Public Resources Code Sections 21000 et seq.). 6.That as portrayed in the budgetary description(s) of the project(s) in Attachment B, the sources of funding other than TDA are assured and adequate for completion of the project(s). 7.That the project(s) described in Attachment B are for capital construction and/or final design and engineering or quick build project; and/or for the maintenance of a Class I bikeway which is closed to motorized traffic and/or Class IV separated bikeway; and/or for the purposes of restriping Class II bicycle lanes; and/or for the development or support of a bicycle safety education program; and/or for the development of a comprehensive bicycle and/or pedestrian facilities plan, and an allocation of TDA Article 3 funding for such a plan has not been received by the City of San Rafael within the prior five fiscal years. 8.That the project(s) described in Attachment B which are bicycle projects have been included in a detailed bicycle circulation element included in an adopted general plan, or included in an adopted comprehensive bikeway plan (such as outlined in Section 2377 of the California Bikeways Act, Streets and Highways Code section 2370 et seq.) or responds to an immediate community need, such as a quick-build project. 9.That any project described in Attachment B bicycle project meets the mandatory minimum safety design criteria published in the California Highway Design Manual or is in a National Association of City and Transportation Officials (NACTO) guidance or similar best practices document. 10.That the project(s) described in Attachment B will be completed in the allocated time (fiscal year of allocation plus two additional fiscal years). 11.That the City of San Rafael agrees to maintain, or provide for the maintenance of, the project(s) and facilities described in Attachment B, for the benefit of and use by the public. November 2023 TDA Article 3 Model Resolution Page 3 Resolution No. 15275 page 3 of 4 Attachment B TDA Article 3 Project Application Form 1. Agency City of San Rafael 2. Primary Contact Nhat Phan 3. Mailing Address 111 Morphew Street, San Rafael, CA 94901 4. Email Address Nhat.phan@cityofsanrafael.org 5. Phone Number (415) 258-2641 6. Secondary Contact (in the event primary is not available) Joanna Kwok 7. Mailing address (if different) N/A☐ 8. Email Address Joanna.kwok@cityofsanrafael.org 9. Phone Number (415) 720-4957 10. Send allocation instructions to (if different from above): 11. Project Title Francisco Blvd East Mid-Block Enhancement Project 12. Amount requested $25,000 13. Fiscal Year of Claim FY 2023/2024 14. Description of Overall Project: 15.Project Scope Proposed for Funding: (Project level environmental, preliminary planning, and ROW are ineligible uses of TDA funds.) 16.Project Location: A map of the project location is attached or a link to a online map of the project location is provided below: Project Relation to Regional Policies (for information only) 17. Is the project in an Equity Priority Community? Yes☐ No☐ 18. Is this project in a Priority Development Area or a Transit-Oriented Community? Yes☐ No☐ Implement a Mid-Block Crossing Enhancement Project in San Rafael. Installation of a Mid-Block Crossing with bulbout and pedestrian hybrid beacon. Francisco Blvd, where it connects near Grand Avenue. February 2024 TDA Article 3 Model Resolution Page 4 19. Project Budget and Schedule Project Phase TDA 3 Other Funds Total Cost Estimated Completion (month/year) Bike/Ped Plan ENV PA&ED PS&E ROW CON $25,000 TAM $175,000 December 2024 Total Cost $25,000 $175,000 Project Eligibility A. Has the project been reviewed by the Bicycle and Pedestrian Advisory Committee? Yes☐ No☐ If “YES,” identify the date and provide a copy or link to the agenda. If "NO," provide an explanation). B. Has the project been approved by the claimant's governing body? Yes☐ No☐ If "NO," provide expected date: C. Has this project previously received TDA Article 3 funding? Yes☐ No☐ (If "YES," provide an explanation on a separate page) D. For "bikeways," does the project meet Caltrans minimum safety design criteria pursuant to Chapter 1000 of the California Highway Design Manual? Yes☐ No☐ E. 1. Is the project categorically exempt from CEQA, pursuant to CCR Section 15301(c), Yes☐ No☐ Existing Facility? 2. If “NO” above, is the project is exempt from CEQA for another reason? Cite the basis for the exemption. Yes☐ N/A☐ No☐ If the project is not exempt, please check “NO,” and provide environmental documentation, as appropriate. F. Estimated Completion Date of project (month and year): G. Have provisions been made by the claimant to maintain the project or facility, or has Yes☐ No☐ the claimant arranged for such maintenance by another agency? (If an agency other than the Claimant is to maintain the facility, please identify below and provide the agreement. H. Is a Complete Streets Checklist required for this project ? Yes☐ No☐ If the amount requested is over $250,000 or if the total project phase or construction phase is over $250,000, a Complete Streets checklist is likely required. Please attach the Complete Streets checklist or record of review, as applicable. More information and the form may be found here: https://mtc.ca.gov/planning/transportation/complete-streets EXHIBIT C TAM FUNDING AGREEMENT FUNDING AGREEMENT NO. 24MAR02 BETWEEN TRANSPORTATION AUTHORITY OF MARIN AND CITY OF SAN RAFAEL This Funding Agreement is effective on the date shown on page 5 between the Transportation Authority of Marin, hereinafter referred to as "TAM," and the City of San Rafael, hereinafter referred to as the “RECIPIENT.” SECTION 1. Purpose of Funding Agreement The Purpose of this Funding Agreement, hereinafter referred to as “AGREEMENT,” is to specify the terms and conditions for the distribution of funds made available to TAM as the "Program Manager" of the Transportation Fund for Clean Air (TFCA) program for Fiscal Year 2023/24 for Crosswalk Safety Improvements described in Exhibit A. SECTION 2. Scope of Work RECIPIENT shall perform the work necessary to complete the scope in a manner satisfactory to Exhibit A, entitled "Project Information," incorporated herein by reference and made part of this AGREEMENT. SECTION 3. Maximum Obligation TAM and RECIPIENT mutually agree that TAM's maximum cumulative payment obligation shall be Fifty-Two Thousand Dollars ($52,000) in TFCA funds for the project specified in Exhibit A. RECIPIENT shall perform said service as described in Exhibit A even if the total cost of the project exceeds TAM's maximum cumulative payment obligation. RECIPIENT shall provide for ongoing maintenance of the project with non-TFCA funds. SECTION 4. Term of Funding Agreement This AGREEMENT shall remain in effect on the date shown on Page 5, after the signature of the Executive Director for TAM, until: 1) the scope of work included in Exhibit A is completed and the final reimbursement request and Project Monitoring Form have been approved by TAM, 2) this AGREEMENT has been terminated as provided in Section 5, "Termination," or 3) the expiration date as provided in Section 15, “Unexpended Funds,” has lapsed, which ever comes first. SECTION 5. Termination Either party may terminate this AGREEMENT at any time by giving written notice of termination to the other party, which shall specify the effective date thereof. Notice of termination under this article shall be given at least ninety (90) days before the effective date of termination. In the event that RECIPIENT terminates this AGREEMENT and fails to complete the project specified in Exhibit A, TAM shall not reimburse RECIPIENT for any uncompleted portion of the project. SECTION 6. Indemnification RECIPIENT shall indemnify and save harmless TAM, its directors, officers, agents, and employees from all claims, suits or actions resulting from the performance by RECIPIENT of its duties under this AGREEMENT. TAM shall indemnify and save harmless RECIPIENT, its directors, officers, agents, and employees from all claims, suits or actions resulting from the performance by TAM of its duties under the AGREEMENT. SECTION 7. Audit and Inspection of Records RECIPIENT shall allow TAM, the Bay Area Air Quality Management District (BAAQMD), or an independent auditor to audit all expenditures and to inspect all records relating to project performance in implementing the project described in Exhibit A for the duration of this AGREEMENT and for three (3) years following completion of the project. TAM shall provide timely notice prior to conducting an audit of project costs. SECTION 8. 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 TAM. SECTION 9. Project Oversight RECIPIENT shall cooperate with TAM’s project management team and shall provide any requested project information. SECTION 10. 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 11. 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 12. Annual Report RECIPIENT shall maintain necessary records of the performance of the project and submit an annual report to TAM within one (1) month after the end of TAM's fiscal year which: (a) itemizes the expenditure of funds, (b) summarizes progress to date in the implementation of any funded project and (c) provides the results of the monitoring of the performance of the project as specified in Exhibit A. SECTION 13. Emissions Performance Evaluation RECIPIENT shall keep necessary records of the performance of the project as specified in Exhibit A in order to expedite evaluation of emissions reductions achieved from the implementation of this project. SECTION 14. Payment RECIPIENT shall request payment from TAM for reimbursement of costs associated with the implementation of the project described in Exhibit A by submittal of a request letter signed by the department head or his/her official designee with attached invoices. Reimbursement of costs is eligible as of the date first above written. Payments are to be used only for expenditures specified in Exhibit A, and TAM shall have sole and absolute discretion in determining whether expenditures are legitimate project expenses that conform to the scope. Page 3 of 5 SECTION 15. Unexpended Funds RECIPIENT shall submit a written request for approval to extend the terms of this AGREEMENT if RECIPIENT cannot expend all TFCA funds by December 22, 2025, TAM reserves the right to withdraw approval of any TFCA funds not expended by December 22, 2025, unless TAM has approved a project schedule that extends beyond December 22, 2025. SECTION 16. Reimbursement of Cost RECIPIENT shall return any funds realized from the sale of facilities, equipment, or vehicles purchased with TFCA funds to TAM if RECIPIENT no longer provides said service with the facilities, equipment, or vehicles or if such reuse or sale occurs within the industry standards for the useful life from the date of purchase of the facilities, equipment, or vehicles. The amount of the funds returned to TAM shall be proportional to the percentage of TFCA funds originally used to purchase the facilities, equipment, or vehicles. RECIPIENT may request from TAM an approval of an alternate use of the facilities, equipment, or vehicles and this alternate use will be granted or denied at the sole discretion of TAM. SECTION 17. Time Sheets Documentation RECIPIENT shall maintain employee time sheets documenting those hourly labor costs incurred in the implementation of the project described in Exhibit A, which are paid with funds received under this AGREEMENT, or to establish an alternative method to document staff costs charged to this project. SECTION 18. Identification RECIPIENT shall affix a BAAQMD-approved sign on project identifying the Transportation Fund for Clean Air, the Bay Area Air Quality Management District, and TAM as funding sources for the project. RECIPIENT shall credit the Bay Area Air Quality Management District and TAM as funding sources in any related articles, news releases or other publicity materials for the projects funded under this AGREEMENT that are implemented directly by RECIPIENT. SECTION 19. Press Releases RECIPIENT shall notify TAM in advance of any press releases about activities, particularly groundbreakings and ribbon cuttings, in connection with grant funds expended pursuant to this AGREEMENT. SECTION 20. Public Domain To the extent not otherwise prohibited by law and to the extent required by the California Public Records Act, RECIPIENT shall place in the public domain any software, written document, or other product developed with funds received through this AGREEMENT. SECTION 21. Contacts RECIPIENT shall designate one or more persons to act as contact and liaison with TAM with regard to the day-to-day activities of the project. Day-to-day contact shall be with TAM's Manager of Programming or his designee. Notification of change of status of contact persons shall be made in writing within thirty (30) day’s time. The designated contact persons for both parties are as follow: Page 4 of 5 RECIPIENT TAM April Miller Scott McDonald Director of Public Works Principal Transportation Planner City of San Rafael Transportation Authority of Marin 1375 5th Avenue, 900 Fifth Avenue, Suite 160 San Rafael CA 94901 San Rafael, CA 94901 (415) 485-3355 415-226-0826 SECTION 22. 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 23. Assignment and Delegation This AGREEMENT may not be assigned or delegated by either party without the express written consent of the other party. SECTION 24. 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 25. 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 26. Amendments Amendments to this AGREEMENT, including no dollar cost increases in scope and modification to the project described herein, shall be made in writing and signed by both parties. 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. SECTION 28. District Funding Agreement RECIPIENT shall be subject to all of the terms and conditions of the Funding Agreement 24- MAR (Exhibit B) between the Bay Area Air Quality Management District and the Transportation Authority of Marin, dated June 11, 2023. These documents are attached to and incorporated herein by reference. SECTION 29. EXHIBIT The following Exhibits are hereby made part of this AGREEMENT: EXHIBIT A: Project Information EXHIBIT B: Funding Agreement between BAAQMD and TAM – 24-MAR Page 5 of 5 In Witness Whereof, the parties have entered into this Funding Agreement No. 24MAR02 to be executed as dated below. CITY OF SAN RAFAEL TRANSPORTATION AUTHORITY OF MARIN By _________________________________ By_________________________________ Signature Anne Richman Date Executive Director Print Name Title Approved as to form (optional): By _________________________________ Attorney _________________________________ Print Name Project Information Form A. Project Number: 24MAR02 Use consecutive numbers for projects funded, with year, county code, and number, e.g., 23MAR01, 23MAR02 for Marin County. Zero (e.g., 23MAR00) is reserved for County Program Manager TFCA funds allocated for administration costs. B. Project Title: _ Crosswalk Safety Improvements Provide a concise, descriptive title for the project (e.g., “Elm Ave. Signal Interconnect” or “Purchase Ten Gasoline-Electric Hybrid Light-Duty Vehicles”). C. Project Category (project will be evaluated under this category): _____9b____________ D. TFCA County Program Manager Funds Allocated: $______52,000____________ E. TFCA Regional Funds Awarded (if applicable): $______N/A________ F. Total TFCA Funds Allocated (sum of C and D): $___52,000___________ G. Total Project Cost: $______90,000__________ H. Project Description: I. Project includes previously identified and scoped improvements to curb ramps and sidewalks at Improve Safe Routes to School (SR2S) for students and pedestrians at uncontrolled and marked crosswalks through installation of pedestrian-actuated Rectangular Rapid-Flashing Beacon (RRFB) at five crosswalk locations within the City of San Rafael. J. Final Report Content: Final Report form and final Cost Effectiveness Worksheet Reference the appropriate Final Report form that will be completed and submitted after project completion. See www.baaqmd.gov/tfca4pm for a listing of the following reporting forms: Trip Reduction Clean Air Vehicles Bicycle Projects Arterial Management Projects Repower and Retrofit K. Attach a completed Cost-Effectiveness Worksheet and any other information used to evaluate the proposed project. Attached. For example, for vehicle projects, include the California Air Resources Board Executive Orders for all engines and diesel emission control systems. Note, Cost-Effectiveness Worksheets are not needed for TFCA County Program Managers’ own administrative costs. L. Has or will this project receive any other TFCA funds, such as Regional Funds? No M. Comments (if any): N. Please indicate if the project is located in a SB535 Disadvantaged Community and/or AB1550 Low- income Community (Please use the map to find your project’s location: It is shaded blue as in part of a low income community based on the map https://ww3.arb.ca.gov/cc/capandtrade/auctionproceeds/communityinvestments.htm ) Section 2. Project Category Specific Questions O. If a ridesharing, first- and last-mile connections service, pilot trip reduction, transit information, telecommuting or infrastructure improvement project, explain how the number of vehicle trips that will be reduced by the project was estimated, and provide supporting information and data to justify the estimate. For example, if the Project Sponsor is not using default assumptions, they should provide data based on a pre-project survey, focus groups, or other sources to document user demand, pre-project mode of travel, average length of vehicle trip, etc. P. If an alternative fuel vehicle project, provide the following information: a. Vehicle type (e.g., plug-in hybrid-electric, fuel cell vehicles) b. Gross Vehicle Weight Rating c. New vehicle or replacement project? A project is a replacement project if the existing vehicle is operational and will be scrapped for the sole purpose of the project. d. If this is a new vehicle project, explain how the anticipated usage (miles per year) for the vehicles were estimated. Q. If a first- and last-mile connections service project, confirm that the service will comply with all the following requirements: Service connects directly to a transit station and a distinct commercial or employment location. Service schedule coordinates with the mass transit’s schedule. Service is available for use by all members of the public. Service is at least 70% unique and operates where no other service was provided within the past three years. R. If a pilot trip reduction project, confirm that the project complies with all the following requirements: Project will reduce single-occupancy vehicle trips and result in a reduction in emissions of criteria pollutants. Service is available for use by all members of the public. Applicant provided a written plan showing how the service will be financed in the future and require minimal, if any, TFCA funds to maintain its operation by the end of the third year. If the local transit provider is not a partner, the applicant demonstrated that they have attempted to have the service provided by the local transit agency. The transit provider was given the first right of refusal and determined that the proposed project does not conflict with existing service. Applicant provided data and/or other evidence demonstrating the public’s need for the service, such as a demand assessment survey and letters of support from potential users. Service is at least 70% unique and operates where no other service was provided within the past three years. S. If a bicycle parking project, answer the following questions: a. What plan is the project referenced in? b. Will the project be publicly accessible and available for use by all members of the public? T. If a bikeway project, answer the following questions: a. What plan is the project referenced in? b. Will the project be publicly accessible and available for use by all members of the public? c. If applicable, will the project be consistent with design standards published in the California Highway Design Manual or conform to the provisions of the Protected Bikeway Act of 2014? d. Has the project completed all applicable environmental reviews and either have been deemed exempt by the lead agency or have been issued the applicable negative declaration or environmental impact report or statement? U. If a bike share project, confirm that the project complies with all the following requirements: Project either increases the fleet size of existing service areas or expands existing service areas to include new Bay Area communities. Project completed and approved an environmental plan and a suitability study demonstrating the viability of bicycle sharing. Project has shared membership and/or is interoperable with the Bay Area Bike Share (BABS) project when they are placed into service. Please select the choice that best describes the project: Interoperable with BABS Exempt from requirement for the following reason(s): i. Projects that do not require membership or any fees for use; ii. Projects that were provided funding under MTC’s Bike Share Capital Program to start a new or expand an existing bike share program; or iii. Projects that attempted to coordinate with, but were refused by, the current BABS operator to have shared membership or be interoperable with BABS. Applicants must provide documentation showing proof of refusal. V. If an infrastructure improvement for trip reduction project, answer the following questions: a. What plan is the project referenced in? b. Which transportation control measure from the most recently adopted Air District plan is the project implementing? c. Has the project completed all applicable environmental reviews and either have been deemed exempt by the lead agency or have been issued the applicable negative declaration or environmental impact report or statement? W. If an alternative fuel infrastructure project, confirm that the project complies with all the following requirements: Project must be designed, installed, and maintained as required by the existing recognized codes and standards and as approved by the local/state authority. Project funds awarded will not be used to pay for fuel, electricity operation, or maintenance costs. Please clarify the infrastructure project’s primary purpose (select all that apply): charge vehicles 14,000 lbs and less charge vehicles 14,001 lbs and more serve private fleet available for public use other (please specify): ___________________________ FUNDING AGREEMENT BETWEEN THE BAY AREA AIR QUALITY MANAGEMENT DISTRICT AND TRANSPORTATION AUTHORITY OF MARIN 24-MAR This Funding Agreement (Agreement) is entered into between the Transportation Authority of Marin (County Program Manager), and the Bay Area Air Quality Management District (Air District). The County Program Manager and the Air District will each be referred to as a Party, and as the Parties collectively. This Agreement includes Attachment A, which specifies the funding allocated under this Agreement, and Attachment B, which pertains to insurance requirements. SECTION I RECITALS: 1) The Air District is authorized under California Health and Safety (Health & Safety) Code Sections 44223 and 44225 to levy a fee on motor vehicles registered within its jurisdiction (Motor Vehicle Fees), a portion of which the Air District receives and dedicates to its Transportation Fund for Clean Air (TFCA) program. 2) TFCA program monies may be allocated for projects to reduce air pollution from motor vehicles and to implement transportation control measures included in the plan adopted pursuant to Health and Safety Code Sections 40233, 40717, and 40919. 3) In accordance with Health and Safety Code Section 44241(d), the Air District allocates not less than forty (40) percent of the TFCA monies received to implement the TFCA County Program Manager program (Program). 4) The Air District has been notified, in a communication dated July 21, 1992, that the County Program Manager is the duly authorized recipient of the proportionate share of Program monies for Marin County, and has been so designated by resolution(s) adopted by the Marin County Board of Supervisors and by the city councils of a majority of the cities representing a majority of the population in the incorporated area of the county. The terms and conditions for the expenditure of the County’s Program monies by the County Program Manager are set forth in the resolution(s). 5) On December 7, 2022, the Air District’s Board of Directors (Board of Directors) approved the TFCA County Program Manager Fund Policies for Fiscal Year Ending 2024 (Policies). The Policies set forth requirements, including eligibility and cost-effectiveness requirements, for projects funded by TFCA funds in fiscal year ending (FYE) 2024. The Policies are incorporated as Appendix D and made a part of the “County Program Manager Fund Expenditure Plan Guidance for Fiscal Year Ending 2024” (Guidance) and are incorporated herein and made a part hereof by this reference as if fully set forth herein. 6) On or about March 3, 2023, the County Program Manager submitted an Expenditure Plan Application to the Air District for its Marin County TFCA Program, which specified interest FYE 2024 TFCA County Program Manager Agreement 24-MAR Page 2 of 10 income earned by the County Program Manager and TFCA funds from previously funded TFCA projects available for reprogramming to other eligible TFCA projects. 7) On May 17, 2023, the Board of Directors approved an estimated new allocation of FYE 2024 TFCA Program monies of $348,200 for Marin County (New FYE 2024 TFCA Allocation), which is based upon the County’s proportionate share of the California Department of Motor Vehicle (DMV) vehicle registration fees paid. On this same date, the Board of Directors approved an estimated total funding level for FYE 2024 of $381,816 for Marin County (TFCA Funds), which is to be administered by the County Program Manager and will be covered by this Agreement. The TFCA Funds include: the New FYE 2024 TFCA Allocation, any reprogramming of TFCA monies remaining from projects from prior fiscal years, and any interest earned in the prior year. 8) The Air District and the County Program Manager, pursuant to Health and Safety Code Section 44241, hereby enter into this Agreement to: (a) implement the Program within Marin County; (b) select and fund projects that improve air quality in the San Francisco Bay Area Air Basin and comply with the Policies; and (c) oversee such funded projects to assure that they meet, and are implemented in accordance with, the Policies and the terms of this Agreement. This Agreement covers the funding allocation set forth in Paragraph 7 above. SECTION II COUNTY PROGRAM MANAGER AGREES: 1) To implement the FYE 2024 Program within Marin County in accordance with this Agreement and the Policies. 2) To select and fund projects that improve air quality in the San Francisco Bay Area Air Basin and that comply with the Policies and the terms of this Agreement (Program Projects). Recipients of TFCA Funds may include the County Program Manager, which undertakes its own County projects, and other entities (Sub-awardees). The County Program Manager will designate the Program Projects as FYE 2024 Program Projects for administrative purposes. 3) Except in the case where the County Program Manager is the Sub-awardee, the County Program Manager must enter into a binding agreement with each Sub-awardee that sets forth the maximum amount of TFCA Funds awarded for each Program Project, and requires each Sub-awardee to comply with both the terms of this Agreement and the Policies and to implement the Program Projects as approved by the County Program Manager. The County Program Manager must maintain copies of the County Program Manager’s written agreements with Sub-awardees, including any amendments to carry out the Program Projects. 4) To encumber and expend all TFCA Funds within two (2) years of receipt of the first payment of the TFCA funds (Expenditure Deadline) unless one of the following applies: a) Multi-Year Funded Project: County Program Manager requests multi-year funding in compliance with the Guidance; and Air District approves the request for multi-year funding. b) Extensions of Expenditure Deadline: FYE 2024 TFCA County Program Manager Agreement 24-MAR Page 3 of 10 i. Action by County Program Manager: If consistent with the Policies and Guidance, the County Program Manager may extend the Expenditure Deadline for up to an additional two (2) years, but no later than December 31, 2027, by one of the following methods: 1. A particular Program Project application for funds states that the project will take a longer period of time to implement and an extension is approved in writing by the County Program Manager; or 2. The County Program Manager finds, based on the Sub-awardee’s application that despite significant progress on the particular Program Project, the Sub-awardee requires additional time to implement the Program Project and the County Program Manager approves the extension of time in writing. ii. Action by Air District: If consistent with the Policies and Guidance, the Air District may grant a further extension for a particular Program Project under the following circumstance: 1. The County Program Manager finds, based on the Sub-awardee’s application that despite significant progress on the particular Program Project, the Sub-awardee requires additional time to implement the Program Project (beyond the two years that the County Program Manager has already granted); the County Program Manager submits an extension request to the Air District no later than sixty (60) days prior to the end of the Expenditure Deadline; and the Air District approves the request in writing. 5) To return to the Air District any TFCA Funds and associated interest unexpended as per Section II, Paragraph 4. 6) To maintain, at all times during the term of this Agreement, a separate account or sub-ledger for all TFCA Funds and to withdraw funds from this separate account only for the reimbursement of costs to implement Program Projects. Failure to comply with this paragraph will constitute grounds for termination pursuant to Section IV, Paragraph 2 below. 7) To maintain, or cause to be maintained, adequate records to document and demonstrate to Air District staff and auditors the receipt, interest accrual, and expenditures of Air District funds to implement the Program. 8) To track and report to the Air District all interest accrued from TFCA Funds. a) The County Program Manager may not use interest from TFCA Funds for administrative purposes. b) The County Program Manager’s distribution of any interest funds will be at the discretion of the County Program Manager, after consultation with the Air District and must be in accordance with the Policies and applicable State law. 9) To track and report to the Air District any TFCA Funds and associated interest unencumbered at the time of completion or termination of a Program Project. The distribution of any such funds and associated interest will be at the discretion of the County Program Manager, after consultation with the Air District. FYE 2024 TFCA County Program Manager Agreement 24-MAR Page 4 of 10 10) To limit administrative costs to conduct the Program to no more than six and one quarter percent (6.25%) of the New FYE 2024 TFCA Allocation received by the County Program Manager. 11) To allow, and to require the Sub-awardees to allow, the Air District’s staff, its authorized representatives, and its independent auditors, during the term of this Agreement and for five (5) years from the end of each project’s Years of Effectiveness, to conduct performance and financial audits of the County’s Program and Program Projects and to inspect the Program Projects. During audits, the County Program Manager will make available to the Air District in a timely manner all records relating to the County Program Manager’s implementation of the Program and of Sub-awardees’ expenses and performance of their Program Projects. During inspections, the County Program Manager will provide, at the request of the Air District, access to inspect a Sub-awardee’s Program Projects and related records. 12) To keep, and to require Sub-awardees to keep, all financial and Program Project implementation records necessary to demonstrate compliance with this Agreement and the Program. Such records include the reports required by Section II, Paragraphs 8 and 15 and those records required to demonstrate compliance with the terms of this Agreement, including those records specifically listed in Section II, Paragraphs 3, 6, 7, 8, 9, 10, 11, 13, 15, 16, and 20. Such records shall include documentation that demonstrates significant progress made for those Program Projects seeking extensions to the completion date. The County Program Manager must keep such documents in a central location, and require its Sub-awardee to keep such records at a central Sub-awardee location, for a period of five (5) years from the end of each project’s Years of Effectiveness. 13) To maintain, and to require that each Sub-awardee maintain, employee time sheets documenting those hourly labor costs incurred in the implementation of this Agreement, including both administrative and Program Project implementation costs, or to establish an alternative method to document staff costs charged to the funded project. 14) To distribute TFCA Funds allocated to a Sub-awardee only as reimbursement for documented Program Project costs that are eligible and approvable under the Policies. 15) To prepare and submit reports to the Air District as follows: a) Semi-annual Funding Status Report: Beginning May 31, 2024, the County Program Manager must submit a report by May 31 and October 31 of each year until all Program Projects are completed that specifies a) the Program Projects that have been cancelled, completed, and completed at a cost less than the allocation during the previous six-month period and if completed at a lesser cost, the amount of associated unexpended funds; and b) the Program Projects for which the County Program Manager has extended any deadlines and, for those projects, the revised completion date and documentation of the County Program Manager’s certification that, pursuant to Health and Safety Code Section 44242(d), the Sub-awardee had made significant progress. b) Final Reports: Beginning May 31, 2024, the County Program Manager must submit by each May 31 and October 31, until all Program Projects are completed, a Final Report for each completed Program Project, which itemizes (a) the expenditure of the TFCA Funds, and (b) the results of the monitoring of the performance of each Program Project on Air District-approved report forms. FYE 2024 TFCA County Program Manager Agreement 24-MAR Page 5 of 10 c) Interim Project Reports: Beginning October 31, 2024, the County Program Manager must submit by each October 31 an Interim Project Report for each Program Project that has not been completed and which itemizes (a) the expenditure of the TFCA Funds, and (b) the status of each Program Project’s implementation on Air District-approved report forms. d) If the due date for a report specified above falls on a weekend or on a State holiday, then that report is due on the following business day. 16) To acknowledge, and to require all Sub-awardees to acknowledge, the Air District as a Program Project’s funding source during the implementation of a Program Project and, if applicable, use the Air District’s approved logo as specified below: a) The logo must be used on signs posted at the site of any Program Project construction. b) The logo must be displayed on any vehicles or equipment operated or obtained as part of a Program Project. c) The logo must be used on any public information material relating to a Program Project, such as websites and printed materials, including transit schedules, brochures, handbooks, maps and other promotional materials. d) The County Program Manager must retain documentation, such as photographs of vehicles and copies of press releases, demonstrating that Air District logos are used and displayed as required. 17) To assure that all TFCA Funds received under this Agreement are expended only in accordance with all applicable provisions of law for projects that are implemented directly by the County Program Manager, and to require Sub-awardees to expend the funds only in accordance with all applicable provisions of law. 18) To return, and to require that Sub-awardees promptly return, to the County Program Manager all TFCA Funds that are not expended in accordance with applicable provisions of law. 19) To return funds to the Air District, and require that Sub-awardees return their funds to the County Program Manager if a project is not maintained and/or operated throughout and until the conclusion of each Project’s Years of Effectiveness. The Project’s Years of Effectiveness is the default value stated in Appendix H of the Guidance for the applicable project type, unless a different value was approved and shown to yield a Project meeting the cost- effectiveness requirement in the Policies by the County Program Manager. The amount of funds returned to the County Program Manager will be calculated on a prorated basis. Any such funds returned to the County Program Manager must be reallocated to eligible TFCA Program Projects. 20) To obtain and maintain, and to require that each Sub-awardee obtain and maintain, throughout the Term of this Agreement, the insurance coverage specified in “Insurance Requirements,” Attachment B, and to comply with all insurance requirements set forth therein, including the provision of documentation of said insurance coverage. Failure to obtain and maintain the insurance coverage and to comply with all insurance requirements is a breach of this Agreement. FYE 2024 TFCA County Program Manager Agreement 24-MAR Page 6 of 10 21) To the extent not otherwise prohibited by law, and to the extent required by the California Public Records Act (California Government Code section 6250 et seq.), to make available to the public and to require that Sub-awardees make available to the public any software, written documents, or other products developed with TFCA Funds. 22) To ensure that work products provided by the County Program Manager under this Agreement comply with Web Content Accessibility Guidelines 2.0, levels A and AA, and otherwise meet the accessibility requirements set forth in California Government Code Sections 7405 and 11135, Section 202 of the federal Americans with Disabilities Act (42 U.S.C. § 12132), and Section 508 of the federal Rehabilitation Act (29 U.S.C. § 794d) and the regulations promulgated thereunder (36 C.F.R. Parts 1193 and 1194). For any work products provided in PDF format, the County Program Manager shall also provide an electronic version in the original electric format (for example, Microsoft Word or Adobe InDesign). SECTION III AIR DISTRICT AGREES: 1) To pay the FYE 2024 TFCA monies, the amount of which is estimated on Attachment A, Summary Information, Line 3 and calculated as set forth in Section III, Paragraphs 1a and 1b below, for Program Projects and administration that are consistent with the Policies and this Agreement, in two payments. Payments will be made after this Agreement has been signed by both the County Program Manager and the Air District. Notwithstanding the above, the Air District is only obligated to pay that portion of the FYE 2024 TFCA monies that constitutes that portion of the fees subvened by the DMV for calendar year 2023 to the Air District for its allocation to the County Program Manager from the Program funds. To the extent the estimated FYE 2024 TFCA monies exceed the Motor Vehicle Fees that are received by the Air District and are available to the County Program Manager, the County Program Manager understands and agrees that the Air District will not pay the difference between the Motor Vehicle Fees available and the estimated FYE 2024 TFCA monies. a) To endeavor to forward the first payment within thirty (30) business days of the Air District receiving from the DMV all the revenues that comprise the payment. The first payment will represent the County’s proportionate share of the Program revenues generated from registration fees paid for motor vehicles that registered in Marin County between January 1, 2023, and June 30, 2023, less Air District’s administrative and audit costs. b) To endeavor to forward the second payment within thirty (30) business days of the Air District receiving from the DMV all the revenues that comprise the payment. The second payment will represent the County’s proportionate share of the Program revenues generated from registration fees paid for motor vehicles that registered in Marin County between July 1, 2023, and December 31, 2023, le ss Air District’s administrative and audit costs. 2) To provide timely notice prior to conducting an audit. FYE 2024 TFCA County Program Manager Agreement 24-MAR Page 7 of 10 3) To provide the County Program Manager, and any other requesting party, a copy of the fiscal and performance audits conducted pursuant to Section 44242 of the Health and Safety Code. 4) To provide the County Program Manager with all Air District-approved County Program Manager reporting forms required for the County Program Manager to submit pursuant to this Agreement, including the reports required pursuant to Section II, Paragraph 15 above. 5) To provide a copy of the Air District logo to the County Program Manager solely for use to fulfill the obligation under Section II.16 of this Agreement. SECTION IV IT IS MUTUALLY AGREED: 1) Term: The term of this Agreement is from July 1, 2023 to December 31, 2027, unless it is terminated or amended as provided for in Paragraphs 2 and 8 of this Section or elsewhere in this Agreement, or unless this Agreement has been fully satisfied. The County Program Manager’s records retention obligations under this Agreement continue beyond the Agreement’s termination date. The Sub-awardee has two years to implement the project, unless the Expenditure Deadline is extended pursuant to Section II, Paragraph 4 for a particular Program Project. If the Expenditure Deadline is extended for a particular Program Project, the terms and conditions of this Agreement will continue to apply with respect to that particular Program Project until it is completed. 2) Termination: Either Party may terminate this Agreement at any time by giving written notice of termination to the other Party specifying the effective date thereof. Notice of termination under this paragraph must be given at least ninety (90) days before the effective date of such termination, unless the parties mutually agree to an earlier termination date. This Agreement will also terminate at the end of the fiscal year during which the Transportation Authority of Marin loses its designation as County Program Manager for Marin County. 3) Indemnity: The County Program Manager agrees to indemnify and hold harmless the Air District, its employees, agents, representatives, and successors-in-interest against any and all liability, loss, expense, including reasonable attorneys’ fees, or claims for injury or damages arising out of the performance by the County Program Manager of its duties under this Agreement and must require Sub-awardees to indemnify and hold harmless the Air District, its employees, agents, representatives, and successors-in-interest against any and all liability, loss, expense, including reasonable attorneys’ fees, or claims for injury or damages arising out of their performance of the project or operation or use of the equipment that is subject to this Agreement. 4) Notices: All notices that are required under this Agreement shall be provided in the manner set forth herein, unless specified otherwise. Notice to a party shall be delivered to the attention of the person at the address listed below, or to such other person or persons as may hereafter be designated by that party in writing. Notice shall be in writing sent by e- mail. FYE 2024 TFCA County Program Manager Agreement 24-MAR Page 8 of 10 Notice shall be deemed to have been received on the date of such transmission, provided such date was a business day and delivered prior to 4:00 p.m. PST/PDT. Otherwise, receipt of notices shall be deemed to have occurred on the following business day. DISTRICT: Bay Area Air Quality Management District Attn: Director of Strategic Incentives RE: County Program Manager Project # 24-MAR 375 Beale Street, Suite 600 San Francisco, CA 94105 Grants@baaqmd.gov COUNTY PROGRAM MANAGER: Transportation Authority of Marin Attn: Anne Richman, Executive Director RE: County Program Manager Project # 24-MAR 900 Fifth Avenue, Suite 100 San Rafael, CA 94901 arichman@tam.ca.gov 5) Program Liaison: Within thirty (30) days from the Effective Date of this Agreement, the County Program Manager shall notify the Air District of the County Program Manager’s Program Liaison and of the Liaison’s address, telephone number, and email address. The Program Liaison shall be the liaison to the Air District pertaining to implementation of this Agreement and shall be the contact for information about the Program and Program Projects. The County Program Manager shall notify the Air District of the change of Program Liaison or of the Liaison’s contact information in writing no later than thirty (30) days from the date of any change. 6) Additional Provisions and 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 that are reasonably required to carry out the provisions, intent and purpose of this Agreement. All attachments to this Agreement are expressly incorporated herein by this reference and made a part hereof as though fully set forth. 7) Integration: This Agreement, including all attachments hereto, represents the final, complete, and exclusive statement of the agreement between the Air District and the County Program Manager related to the Parties’ rights and obligations and subject matter described in this Agreement, and supersedes all prior and other contemporaneous understandings and agreements of the parties pertaining to the terms and conditions herein. No Party has been induced to enter into this Agreement by, nor is any Party relying upon, any representation or warranty outside those expressly set forth herein. 8) Amendment: This Agreement may not be modified except in writing, signed by both Parties hereto, and any attempt at oral modification of this Agreement shall be void and of no effect. 9) Independent Contractor: Neither the County Program Manager nor its officers, employees, agents, or representative shall be considered employees or agents of the Air District. 10) Assignment: Neither Party shall assign, sell, license, or otherwise transfer any rights or obligations under this Agreement without the prior written consent of the other Party. FYE 2024 TFCA County Program Manager Agreement 24-MAR Page 9 of 10 11) Waiver: No waiver of a breach, of failure of any condition, or of any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the Party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Further, the failure of a Party to enforce performance by the other Party of any term, covenant, or condition of this Agreement, and the failure of a Party to exercise any rights or remedies hereunder, shall not be deemed a waiver or relinquishment by that Party to enforce future performance of any such terms, covenants, or conditions, or to exercise any future rights or remedies. 12) Severability: If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected. 13) Force Majeure: Neither the Air District nor the County Program Manager shall be liable for or deemed to be in default for any delay or failure in performance under this Agreement or interruption of services resulting, directly or indirectly, from acts of God, enemy or hostile governmental action, civil commotion, strikes, lockouts, labor disputes, fire or other casualty, judicial orders, governmental controls, regulations or restrictions, inability to obtain labor or materials or reasonable substitutes for labor or materials necessary for performance of this Agreement, or other causes, except financial that are beyond the reasonable control of the Air District or the County Program Manager. 14) Governing Law: Any dispute that arises under or relates to this Agreement shall be governed by California law, excluding any laws that direct the application of another jurisdiction’s laws. Venue for resolution of any dispute that arises under or relates to this Agreement, including mediation, shall be San Francisco, California. 15) Effective Date: The effective date of this Agreement is the date the Air District Executive Officer/Air Pollution Control Officer executes the Agreement (Effective Date). 16) Survival of Terms: Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement shall remain in effect until fulfilled, and shall apply to both parties’ respective successors and assigns. Such terms include, but may not be limited to, Section II. Paragraph 7, 11, and 12 and Section IV. Paragraph 3 (Indemnity). FYE 2024 TFCA County Program Manager Agreement 24-MAR Page 10 of 10 IN WITNESS WHEREOF, the County Program Manager and the Air District have entered into this Agreement as of the date listed below. FOR AIR DISTRICT: by: ________________________________ Philip M. Fine Executive Officer/APCO Bay Area Air Quality Management District FOR COUNTY PROGRAM MANAGER: by: __________________________________ Anne Richman Executive Director Transportation Authority of Marin Date: ______________________________ Date: __________________________________ Approved as to form: by: _________________________________ Alexander Crockett District Counsel Bay Area Air Quality Management District Approved as to form (optional): by: __________________________________ Legal Counsel Attachment A 24-MAR FYE 2024 BAAQMD TFCA County Program Manager Fund Attachment A, Page 1 of 2 Summary Information County Program Manager Agency Name: Transportation Authority of Marin Address: 900 Fifth Ave, Suite 100, San Rafael, CA 94901 Project Admin (max 6.25%) [1] Total (Project + Admin) 1 Estimated FYE 2024 DMV revenues (based on projected CY2022 revenues) Line 1 $ 326,438 $ 21,763 $ 348,200 2 Reconciliation and Reprogrammed Funds Line 2 $ 31,984 $ 1,632 $ 33,616 Reconciliation: Difference between prior year estimate and actual revenue $ 23,402 $ 1,560 $ 24,962 a. Actual FYE 2022 DMV revenues (based on CY2021) 2a $ 332,402 $ 22,160 $ 354,562 b. Estimated FYE 2022 DMV revenues 2b $ 309,000 $ 20,600 $ 329,600 Reprogrammed: Total available for programming/reprogramming to other projects $ 8,582 $ 72 $ 8,654 c. Amount available from previously funded projects 2c $ d. Admin expended in FYE 2022 2d $ 22,088 e. Interest income earned on TFCA funds in CY 2022 2e $ 8,582 3 Move funds available from Admin to Projects (Optional) Line 3 $ 72 $ (72) 4 Estimated Total Available TFCA Funds (Sum of Lines 1, 2 and 3) Line 4 $ 358,493 $ 23,323 $ 381,816 Percentage of Estimated Revenue allocated to Administrative Costs (maximum of 6.25%) Previous % from FYE 2022 Expenditure Plan:6.25% Current % for FYE 2024:6.25% [1] The “Estimated TFCA funds budgeted for administration”amount is listed for informational purposes only. Per California Health and Safety Code Section 44233, County Program Managers must limit their administrative costs to no more than 6.25% of the actual total revenue received from the Air District. Attachment A 24-MAR FYE 2024 BAAQMD TFCA County Program Manager Fund Attachment A, Page 2 of 2 This page intentionally left blank. Attachment B 24-MAR FYE 2024 BAAQMD TFCA County Program Manager Fund Attachment B, Page 1 of 2 INSURANCE REQUIREMENTS Verification of Coverage The County Program Manager shall obtain and maintain certificates and/or other evidence of the insurance coverage required below. The Air District reserves the right to require the County Program Manager to provide complete, certified copies of any insurance offered in compliance with these specifications. Certificates, policies and other evidence provided shall specify that the Air District shall receive 30 days advanced notice of cancellation from the insurers. Minimum Scope of Insurance Throughout the Term as defined in Section IV of the Agreement, the County Program Manager shall obtain and maintain in full force and effect the Liability Insurance as set forth below, and shall require any third party and each Sub awardee to obtain and maintain in full force and effect the insurance as set forth below. 1. Liability Insurance with a limit of not less than $1,000,000 per occurrence. Such insurance shall be of the type usual and customary to the business of the County Program Manager and Sub-awardee, and to the operation of the vehicles, vessels, engines or equipment operated by the Sub-awardee. 2. Property Insurance in an amount of not less than the insurable value of Sub-awardee’s vehicles, vessels, engines or equipment funded under the Agreement, and covering all risks of loss, damage or destruction of such vehicles, vessels, engines or equipment. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A: VII. The Air District may, at its sole discretion, waive or alter this requirement or accept self- insurance in lieu of any required policy of insurance. Attachment B 24-MAR FYE 2024 BAAQMD TFCA County Program Manager Fund Attachment B, Page 2 of 2 This page intentionally left blank. FUNDING AGREEMENT NO. 24MAR03 BETWEEN TRANSPORTATION AUTHORITY OF MARIN AND CITY OF SAN RAFAEL This Funding Agreement is effective on the date shown on page 5 between the Transportation Authority of Marin, hereinafter referred to as "TAM," and the City of San Rafael, hereinafter referred to as the “RECIPIENT.” SECTION 1. Purpose of Funding Agreement The Purpose of this Funding Agreement, hereinafter referred to as “AGREEMENT,” is to specify the terms and conditions for the distribution of funds made available to TAM as the "Program Manager" of the Transportation Fund for Clean Air (TFCA) program for Fiscal Year 2023/24 for Francisco Blvd East Mid-Block Crossing Enhancement Project described in Exhibit A. SECTION 2. Scope of Work RECIPIENT shall perform the work necessary to complete the scope in a manner satisfactory to Exhibit A, entitled "Project Information," incorporated herein by reference and made part of this AGREEMENT. SECTION 3. Maximum Obligation TAM and RECIPIENT mutually agree that TAM's maximum cumulative payment obligation shall be One Hundred Seventy-Five One Thousand Dollars ($175,000) in TFCA funds for the project specified in Exhibit A. RECIPIENT shall perform said service as described in Exhibit A even if the total cost of the project exceeds TAM's maximum cumulative payment obligation. RECIPIENT shall provide for ongoing maintenance of the project with non-TFCA funds. SECTION 4. Term of Funding Agreement This AGREEMENT shall remain in effect on the date shown on Page 5, after the signature of the Executive Director for TAM, until: 1) the scope of work included in Exhibit A is completed and the final reimbursement request and Project Monitoring Form have been approved by TAM, 2) this AGREEMENT has been terminated as provided in Section 5, "Termination," or 3) the expiration date as provided in Section 15, “Unexpended Funds,” has lapsed, which ever comes first. SECTION 5. Termination Either party may terminate this AGREEMENT at any time by giving written notice of termination to the other party, which shall specify the effective date thereof. Notice of termination under this article shall be given at least ninety (90) days before the effective date of termination. In the event that RECIPIENT terminates this AGREEMENT and fails to complete the project specified in Exhibit A, TAM shall not reimburse RECIPIENT for any uncompleted portion of the project. SECTION 6. Indemnification RECIPIENT shall indemnify and save harmless TAM, its directors, officers, agents, and employees from all claims, suits or actions resulting from the performance by RECIPIENT of its duties under this AGREEMENT. TAM shall indemnify and save harmless RECIPIENT, its directors, officers, agents, and employees from all claims, suits or actions resulting from the performance by TAM of its duties under the AGREEMENT. SECTION 7. Audit and Inspection of Records RECIPIENT shall allow TAM, the Bay Area Air Quality Management District (BAAQMD), or an independent auditor to audit all expenditures and to inspect all records relating to project performance in implementing the project described in Exhibit A for the duration of this AGREEMENT and for three (3) years following completion of the project. TAM shall provide timely notice prior to conducting an audit of project costs. SECTION 8. 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 TAM. SECTION 9. Project Oversight RECIPIENT shall cooperate with TAM’s project management team and shall provide any requested project information. SECTION 10. 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 11. 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 12. Annual Report RECIPIENT shall maintain necessary records of the performance of the project and submit an annual report to TAM within one (1) month after the end of TAM's fiscal year which: (a) itemizes the expenditure of funds, (b) summarizes progress to date in the implementation of any funded project and (c) provides the results of the monitoring of the performance of the project as specified in Exhibit A. SECTION 13. Emissions Performance Evaluation RECIPIENT shall keep necessary records of the performance of the project as specified in Exhibit A in order to expedite evaluation of emissions reductions achieved from the implementation of this project. SECTION 14. Payment RECIPIENT shall request payment from TAM for reimbursement of costs associated with the implementation of the project described in Exhibit A by submittal of a request letter signed by the department head or his/her official designee with attached invoices. Reimbursement of costs is eligible as of the date first above written. Payments are to be used only for expenditures specified in Exhibit A, and TAM shall have sole and absolute discretion in determining whether expenditures are legitimate project expenses that conform to the scope. Page 3 of 5 SECTION 15. Unexpended Funds RECIPIENT shall submit a written request for approval to extend the terms of this AGREEMENT if RECIPIENT cannot expend all TFCA funds by December 22, 2025, TAM reserves the right to withdraw approval of any TFCA funds not expended by December 22, 2025, unless TAM has approved a project schedule that extends beyond December 22, 2025. SECTION 16. Reimbursement of Cost RECIPIENT shall return any funds realized from the sale of facilities, equipment, or vehicles purchased with TFCA funds to TAM if RECIPIENT no longer provides said service with the facilities, equipment, or vehicles or if such reuse or sale occurs within the industry standards for the useful life from the date of purchase of the facilities, equipment, or vehicles. The amount of the funds returned to TAM shall be proportional to the percentage of TFCA funds originally used to purchase the facilities, equipment, or vehicles. RECIPIENT may request from TAM an approval of an alternate use of the facilities, equipment, or vehicles and this alternate use will be granted or denied at the sole discretion of TAM. SECTION 17. Time Sheets Documentation RECIPIENT shall maintain employee time sheets documenting those hourly labor costs incurred in the implementation of the project described in Exhibit A, which are paid with funds received under this AGREEMENT, or to establish an alternative method to document staff costs charged to this project. SECTION 18. Identification RECIPIENT shall affix a BAAQMD-approved sign on project identifying the Transportation Fund for Clean Air, the Bay Area Air Quality Management District, and TAM as funding sources for the project. RECIPIENT shall credit the Bay Area Air Quality Management District and TAM as funding sources in any related articles, news releases or other publicity materials for the projects funded under this AGREEMENT that are implemented directly by RECIPIENT. SECTION 19. Press Releases RECIPIENT shall notify TAM in advance of any press releases about activities, particularly groundbreakings and ribbon cuttings, in connection with grant funds expended pursuant to this AGREEMENT. SECTION 20. Public Domain To the extent not otherwise prohibited by law and to the extent required by the California Public Records Act, RECIPIENT shall place in the public domain any software, written document, or other product developed with funds received through this AGREEMENT. SECTION 21. Contacts RECIPIENT shall designate one or more persons to act as contact and liaison with TAM with regard to the day-to-day activities of the project. Day-to-day contact shall be with TAM's Manager of Programming or his designee. Notification of change of status of contact persons shall be made in writing within thirty (30) day’s time. The designated contact persons for both parties are as follow: Page 4 of 5 RECIPIENT TAM April Miller Scott McDonald Director of Public Works Principal Transportation Planner City of San Rafael Transportation Authority of Marin 1375 5th Avenue, 900 Fifth Avenue, Suite 160 San Rafael CA 94901 San Rafael, CA 94901 (415) 485-3355 415-226-0826 SECTION 22. 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 23. Assignment and Delegation This AGREEMENT may not be assigned or delegated by either party without the express written consent of the other party. SECTION 24. 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 25. 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 26. Amendments Amendments to this AGREEMENT, including no dollar cost increases in scope and modification to the project described herein, shall be made in writing and signed by both parties. 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. SECTION 28. District Funding Agreement RECIPIENT shall be subject to all of the terms and conditions of the Funding Agreement 24- MAR (Exhibit B) between the Bay Area Air Quality Management District and the Transportation Authority of Marin, dated June 11, 2023. These documents are attached to and incorporated herein by reference. SECTION 29. EXHIBIT The following Exhibits are hereby made part of this AGREEMENT: EXHIBIT A: Project Information EXHIBIT B: Funding Agreement between BAAQMD and TAM – 24-MAR Page 5 of 5 In Witness Whereof, the parties have entered into this Funding Agreement No. 24MAR03 to be executed as dated below. CITY OF SAN RAFAEL TRANSPORTATION AUTHORITY OF MARIN By _________________________________ By_________________________________ Signature Anne Richman Date Executive Director Print Name Title Approved as to form (optional): By _________________________________ Attorney _________________________________ Print Name Project Information Form A. Project Number: 24MAR03 Use consecutive numbers for projects funded, with year, county code, and number, e.g., 23MAR01, 23MAR02 for Marin County. Zero (e.g., 23MAR00) is reserved for County Program Manager TFCA funds allocated for administration costs. B. Project Title: _Francisco Blvd East Mid-Block crossing Enhancement Project_ Provide a concise, descriptive title for the project (e.g., “Elm Ave. Signal Interconnect” or “Purchase Ten Gasoline-Electric Hybrid Light-Duty Vehicles”). C. Project Category (project will be evaluated under this category): _____9b____________ D. TFCA County Program Manager Funds Allocated: $______175,000____________ E. TFCA Regional Funds Awarded (if applicable): $______N/A________ F. Total TFCA Funds Allocated (sum of C and D): $___175,000___________ G. Total Project Cost: $______450,000__________ H. Project Description: I. Installation of a Mid-Block Crossing with bulbout and pedestrian hybrid beacon. J. Final Report Content: Final Report form and final Cost Effectiveness Worksheet Reference the appropriate Final Report form that will be completed and submitted after project completion. See www.baaqmd.gov/tfca4pm for a listing of the following reporting forms: Trip Reduction Clean Air Vehicles Bicycle Projects Arterial Management Projects Repower and Retrofit K. Attach a completed Cost-Effectiveness Worksheet and any other information used to evaluate the proposed project. Attached. For example, for vehicle projects, include the California Air Resources Board Executive Orders for all engines and diesel emission control systems. Note, Cost-Effectiveness Worksheets are not needed for TFCA County Program Managers’ own administrative costs. L. Has or will this project receive any other TFCA funds, such as Regional Funds? No M. Comments (if any): N. Please indicate if the project is located in a SB535 Disadvantaged Community and/or AB1550 Low- income Community (Please use the map to find your project’s location: It is shaded blue as in part of a low income community based on the map https://ww3.arb.ca.gov/cc/capandtrade/auctionproceeds/communityinvestments.htm ) Section 2. Project Category Specific Questions O. If a ridesharing, first- and last-mile connections service, pilot trip reduction, transit information, telecommuting or infrastructure improvement project, explain how the number of vehicle trips that will be reduced by the project was estimated, and provide supporting information and data to justify the estimate. For example, if the Project Sponsor is not using default assumptions, they should provide data based on a pre-project survey, focus groups, or other sources to document user demand, pre-project mode of travel, average length of vehicle trip, etc. P. If an alternative fuel vehicle project, provide the following information: a. Vehicle type (e.g., plug-in hybrid-electric, fuel cell vehicles) b. Gross Vehicle Weight Rating c. New vehicle or replacement project? A project is a replacement project if the existing vehicle is operational and will be scrapped for the sole purpose of the project. d. If this is a new vehicle project, explain how the anticipated usage (miles per year) for the vehicles were estimated. Q. If a first- and last-mile connections service project, confirm that the service will comply with all the following requirements: Service connects directly to a transit station and a distinct commercial or employment location. Service schedule coordinates with the mass transit’s schedule. Service is available for use by all members of the public. Service is at least 70% unique and operates where no other service was provided within the past three years. R. If a pilot trip reduction project, confirm that the project complies with all the following requirements: Project will reduce single-occupancy vehicle trips and result in a reduction in emissions of criteria pollutants. Service is available for use by all members of the public. Applicant provided a written plan showing how the service will be financed in the future and require minimal, if any, TFCA funds to maintain its operation by the end of the third year. If the local transit provider is not a partner, the applicant demonstrated that they have attempted to have the service provided by the local transit agency. The transit provider was given the first right of refusal and determined that the proposed project does not conflict with existing service. Applicant provided data and/or other evidence demonstrating the public’s need for the service, such as a demand assessment survey and letters of support from potential users. Service is at least 70% unique and operates where no other service was provided within the past three years. S. If a bicycle parking project, answer the following questions: a. What plan is the project referenced in? b. Will the project be publicly accessible and available for use by all members of the public? T. If a bikeway project, answer the following questions: a. What plan is the project referenced in? b. Will the project be publicly accessible and available for use by all members of the public? c. If applicable, will the project be consistent with design standards published in the California Highway Design Manual or conform to the provisions of the Protected Bikeway Act of 2014? d. Has the project completed all applicable environmental reviews and either have been deemed exempt by the lead agency or have been issued the applicable negative declaration or environmental impact report or statement? U. If a bike share project, confirm that the project complies with all the following requirements: Project either increases the fleet size of existing service areas or expands existing service areas to include new Bay Area communities. Project completed and approved an environmental plan and a suitability study demonstrating the viability of bicycle sharing. Project has shared membership and/or is interoperable with the Bay Area Bike Share (BABS) project when they are placed into service. Please select the choice that best describes the project: Interoperable with BABS Exempt from requirement for the following reason(s): i. Projects that do not require membership or any fees for use; ii. Projects that were provided funding under MTC’s Bike Share Capital Program to start a new or expand an existing bike share program; or iii. Projects that attempted to coordinate with, but were refused by, the current BABS operator to have shared membership or be interoperable with BABS. Applicants must provide documentation showing proof of refusal. V. If an infrastructure improvement for trip reduction project, answer the following questions: a. What plan is the project referenced in? b. Which transportation control measure from the most recently adopted Air District plan is the project implementing? c. Has the project completed all applicable environmental reviews and either have been deemed exempt by the lead agency or have been issued the applicable negative declaration or environmental impact report or statement? W. If an alternative fuel infrastructure project, confirm that the project complies with all the following requirements: Project must be designed, installed, and maintained as required by the existing recognized codes and standards and as approved by the local/state authority. Project funds awarded will not be used to pay for fuel, electricity operation, or maintenance costs. Please clarify the infrastructure project’s primary purpose (select all that apply): charge vehicles 14,000 lbs and less charge vehicles 14,001 lbs and more serve private fleet available for public use other (please specify): ___________________________ FUNDING AGREEMENT BETWEEN THE BAY AREA AIR QUALITY MANAGEMENT DISTRICT AND TRANSPORTATION AUTHORITY OF MARIN 24-MAR This Funding Agreement (Agreement) is entered into between the Transportation Authority of Marin (County Program Manager), and the Bay Area Air Quality Management District (Air District). The County Program Manager and the Air District will each be referred to as a Party, and as the Parties collectively. This Agreement includes Attachment A, which specifies the funding allocated under this Agreement, and Attachment B, which pertains to insurance requirements. SECTION I RECITALS: 1) The Air District is authorized under California Health and Safety (Health & Safety) Code Sections 44223 and 44225 to levy a fee on motor vehicles registered within its jurisdiction (Motor Vehicle Fees), a portion of which the Air District receives and dedicates to its Transportation Fund for Clean Air (TFCA) program. 2) TFCA program monies may be allocated for projects to reduce air pollution from motor vehicles and to implement transportation control measures included in the plan adopted pursuant to Health and Safety Code Sections 40233, 40717, and 40919. 3) In accordance with Health and Safety Code Section 44241(d), the Air District allocates not less than forty (40) percent of the TFCA monies received to implement the TFCA County Program Manager program (Program). 4) The Air District has been notified, in a communication dated July 21, 1992, that the County Program Manager is the duly authorized recipient of the proportionate share of Program monies for Marin County, and has been so designated by resolution(s) adopted by the Marin County Board of Supervisors and by the city councils of a majority of the cities representing a majority of the population in the incorporated area of the county. The terms and conditions for the expenditure of the County’s Program monies by the County Program Manager are set forth in the resolution(s). 5) On December 7, 2022, the Air District’s Board of Directors (Board of Directors) approved the TFCA County Program Manager Fund Policies for Fiscal Year Ending 2024 (Policies). The Policies set forth requirements, including eligibility and cost-effectiveness requirements, for projects funded by TFCA funds in fiscal year ending (FYE) 2024. The Policies are incorporated as Appendix D and made a part of the “County Program Manager Fund Expenditure Plan Guidance for Fiscal Year Ending 2024” (Guidance) and are incorporated herein and made a part hereof by this reference as if fully set forth herein. 6) On or about March 3, 2023, the County Program Manager submitted an Expenditure Plan Application to the Air District for its Marin County TFCA Program, which specified interest FYE 2024 TFCA County Program Manager Agreement 24-MAR Page 2 of 10 income earned by the County Program Manager and TFCA funds from previously funded TFCA projects available for reprogramming to other eligible TFCA projects. 7) On May 17, 2023, the Board of Directors approved an estimated new allocation of FYE 2024 TFCA Program monies of $348,200 for Marin County (New FYE 2024 TFCA Allocation), which is based upon the County’s proportionate share of the California Department of Motor Vehicle (DMV) vehicle registration fees paid. On this same date, the Board of Directors approved an estimated total funding level for FYE 2024 of $381,816 for Marin County (TFCA Funds), which is to be administered by the County Program Manager and will be covered by this Agreement. The TFCA Funds include: the New FYE 2024 TFCA Allocation, any reprogramming of TFCA monies remaining from projects from prior fiscal years, and any interest earned in the prior year. 8) The Air District and the County Program Manager, pursuant to Health and Safety Code Section 44241, hereby enter into this Agreement to: (a) implement the Program within Marin County; (b) select and fund projects that improve air quality in the San Francisco Bay Area Air Basin and comply with the Policies; and (c) oversee such funded projects to assure that they meet, and are implemented in accordance with, the Policies and the terms of this Agreement. This Agreement covers the funding allocation set forth in Paragraph 7 above. SECTION II COUNTY PROGRAM MANAGER AGREES: 1) To implement the FYE 2024 Program within Marin County in accordance with this Agreement and the Policies. 2) To select and fund projects that improve air quality in the San Francisco Bay Area Air Basin and that comply with the Policies and the terms of this Agreement (Program Projects). Recipients of TFCA Funds may include the County Program Manager, which undertakes its own County projects, and other entities (Sub-awardees). The County Program Manager will designate the Program Projects as FYE 2024 Program Projects for administrative purposes. 3) Except in the case where the County Program Manager is the Sub-awardee, the County Program Manager must enter into a binding agreement with each Sub-awardee that sets forth the maximum amount of TFCA Funds awarded for each Program Project, and requires each Sub-awardee to comply with both the terms of this Agreement and the Policies and to implement the Program Projects as approved by the County Program Manager. The County Program Manager must maintain copies of the County Program Manager’s written agreements with Sub-awardees, including any amendments to carry out the Program Projects. 4) To encumber and expend all TFCA Funds within two (2) years of receipt of the first payment of the TFCA funds (Expenditure Deadline) unless one of the following applies: a) Multi-Year Funded Project: County Program Manager requests multi-year funding in compliance with the Guidance; and Air District approves the request for multi-year funding. b) Extensions of Expenditure Deadline: FYE 2024 TFCA County Program Manager Agreement 24-MAR Page 3 of 10 i. Action by County Program Manager: If consistent with the Policies and Guidance, the County Program Manager may extend the Expenditure Deadline for up to an additional two (2) years, but no later than December 31, 2027, by one of the following methods: 1. A particular Program Project application for funds states that the project will take a longer period of time to implement and an extension is approved in writing by the County Program Manager; or 2. The County Program Manager finds, based on the Sub-awardee’s application that despite significant progress on the particular Program Project, the Sub-awardee requires additional time to implement the Program Project and the County Program Manager approves the extension of time in writing. ii. Action by Air District: If consistent with the Policies and Guidance, the Air District may grant a further extension for a particular Program Project under the following circumstance: 1. The County Program Manager finds, based on the Sub-awardee’s application that despite significant progress on the particular Program Project, the Sub-awardee requires additional time to implement the Program Project (beyond the two years that the County Program Manager has already granted); the County Program Manager submits an extension request to the Air District no later than sixty (60) days prior to the end of the Expenditure Deadline; and the Air District approves the request in writing. 5) To return to the Air District any TFCA Funds and associated interest unexpended as per Section II, Paragraph 4. 6) To maintain, at all times during the term of this Agreement, a separate account or sub-ledger for all TFCA Funds and to withdraw funds from this separate account only for the reimbursement of costs to implement Program Projects. Failure to comply with this paragraph will constitute grounds for termination pursuant to Section IV, Paragraph 2 below. 7) To maintain, or cause to be maintained, adequate records to document and demonstrate to Air District staff and auditors the receipt, interest accrual, and expenditures of Air District funds to implement the Program. 8) To track and report to the Air District all interest accrued from TFCA Funds. a) The County Program Manager may not use interest from TFCA Funds for administrative purposes. b) The County Program Manager’s distribution of any interest funds will be at the discretion of the County Program Manager, after consultation with the Air District and must be in accordance with the Policies and applicable State law. 9) To track and report to the Air District any TFCA Funds and associated interest unencumbered at the time of completion or termination of a Program Project. The distribution of any such funds and associated interest will be at the discretion of the County Program Manager, after consultation with the Air District. FYE 2024 TFCA County Program Manager Agreement 24-MAR Page 4 of 10 10) To limit administrative costs to conduct the Program to no more than six and one quarter percent (6.25%) of the New FYE 2024 TFCA Allocation received by the County Program Manager. 11) To allow, and to require the Sub-awardees to allow, the Air District’s staff, its authorized representatives, and its independent auditors, during the term of this Agreement and for five (5) years from the end of each project’s Years of Effectiveness, to conduct performance and financial audits of the County’s Program and Program Projects and to inspect the Program Projects. During audits, the County Program Manager will make available to the Air District in a timely manner all records relating to the County Program Manager’s implementation of the Program and of Sub-awardees’ expenses and performance of their Program Projects. During inspections, the County Program Manager will provide, at the request of the Air District, access to inspect a Sub-awardee’s Program Projects and related records. 12) To keep, and to require Sub-awardees to keep, all financial and Program Project implementation records necessary to demonstrate compliance with this Agreement and the Program. Such records include the reports required by Section II, Paragraphs 8 and 15 and those records required to demonstrate compliance with the terms of this Agreement, including those records specifically listed in Section II, Paragraphs 3, 6, 7, 8, 9, 10, 11, 13, 15, 16, and 20. Such records shall include documentation that demonstrates significant progress made for those Program Projects seeking extensions to the completion date. The County Program Manager must keep such documents in a central location, and require its Sub-awardee to keep such records at a central Sub-awardee location, for a period of five (5) years from the end of each project’s Years of Effectiveness. 13) To maintain, and to require that each Sub-awardee maintain, employee time sheets documenting those hourly labor costs incurred in the implementation of this Agreement, including both administrative and Program Project implementation costs, or to establish an alternative method to document staff costs charged to the funded project. 14) To distribute TFCA Funds allocated to a Sub-awardee only as reimbursement for documented Program Project costs that are eligible and approvable under the Policies. 15) To prepare and submit reports to the Air District as follows: a) Semi-annual Funding Status Report: Beginning May 31, 2024, the County Program Manager must submit a report by May 31 and October 31 of each year until all Program Projects are completed that specifies a) the Program Projects that have been cancelled, completed, and completed at a cost less than the allocation during the previous six-month period and if completed at a lesser cost, the amount of associated unexpended funds; and b) the Program Projects for which the County Program Manager has extended any deadlines and, for those projects, the revised completion date and documentation of the County Program Manager’s certification that, pursuant to Health and Safety Code Section 44242(d), the Sub-awardee had made significant progress. b) Final Reports: Beginning May 31, 2024, the County Program Manager must submit by each May 31 and October 31, until all Program Projects are completed, a Final Report for each completed Program Project, which itemizes (a) the expenditure of the TFCA Funds, and (b) the results of the monitoring of the performance of each Program Project on Air District-approved report forms. FYE 2024 TFCA County Program Manager Agreement 24-MAR Page 5 of 10 c) Interim Project Reports: Beginning October 31, 2024, the County Program Manager must submit by each October 31 an Interim Project Report for each Program Project that has not been completed and which itemizes (a) the expenditure of the TFCA Funds, and (b) the status of each Program Project’s implementation on Air District-approved report forms. d) If the due date for a report specified above falls on a weekend or on a State holiday, then that report is due on the following business day. 16) To acknowledge, and to require all Sub-awardees to acknowledge, the Air District as a Program Project’s funding source during the implementation of a Program Project and, if applicable, use the Air District’s approved logo as specified below: a) The logo must be used on signs posted at the site of any Program Project construction. b) The logo must be displayed on any vehicles or equipment operated or obtained as part of a Program Project. c) The logo must be used on any public information material relating to a Program Project, such as websites and printed materials, including transit schedules, brochures, handbooks, maps and other promotional materials. d) The County Program Manager must retain documentation, such as photographs of vehicles and copies of press releases, demonstrating that Air District logos are used and displayed as required. 17) To assure that all TFCA Funds received under this Agreement are expended only in accordance with all applicable provisions of law for projects that are implemented directly by the County Program Manager, and to require Sub-awardees to expend the funds only in accordance with all applicable provisions of law. 18) To return, and to require that Sub-awardees promptly return, to the County Program Manager all TFCA Funds that are not expended in accordance with applicable provisions of law. 19) To return funds to the Air District, and require that Sub-awardees return their funds to the County Program Manager if a project is not maintained and/or operated throughout and until the conclusion of each Project’s Years of Effectiveness. The Project’s Years of Effectiveness is the default value stated in Appendix H of the Guidance for the applicable project type, unless a different value was approved and shown to yield a Project meeting the cost- effectiveness requirement in the Policies by the County Program Manager. The amount of funds returned to the County Program Manager will be calculated on a prorated basis. Any such funds returned to the County Program Manager must be reallocated to eligible TFCA Program Projects. 20) To obtain and maintain, and to require that each Sub-awardee obtain and maintain, throughout the Term of this Agreement, the insurance coverage specified in “Insurance Requirements,” Attachment B, and to comply with all insurance requirements set forth therein, including the provision of documentation of said insurance coverage. Failure to obtain and maintain the insurance coverage and to comply with all insurance requirements is a breach of this Agreement. FYE 2024 TFCA County Program Manager Agreement 24-MAR Page 6 of 10 21) To the extent not otherwise prohibited by law, and to the extent required by the California Public Records Act (California Government Code section 6250 et seq.), to make available to the public and to require that Sub-awardees make available to the public any software, written documents, or other products developed with TFCA Funds. 22) To ensure that work products provided by the County Program Manager under this Agreement comply with Web Content Accessibility Guidelines 2.0, levels A and AA, and otherwise meet the accessibility requirements set forth in California Government Code Sections 7405 and 11135, Section 202 of the federal Americans with Disabilities Act (42 U.S.C. § 12132), and Section 508 of the federal Rehabilitation Act (29 U.S.C. § 794d) and the regulations promulgated thereunder (36 C.F.R. Parts 1193 and 1194). For any work products provided in PDF format, the County Program Manager shall also provide an electronic version in the original electric format (for example, Microsoft Word or Adobe InDesign). SECTION III AIR DISTRICT AGREES: 1) To pay the FYE 2024 TFCA monies, the amount of which is estimated on Attachment A, Summary Information, Line 3 and calculated as set forth in Section III, Paragraphs 1a and 1b below, for Program Projects and administration that are consistent with the Policies and this Agreement, in two payments. Payments will be made after this Agreement has been signed by both the County Program Manager and the Air District. Notwithstanding the above, the Air District is only obligated to pay that portion of the FYE 2024 TFCA monies that constitutes that portion of the fees subvened by the DMV for calendar year 2023 to the Air District for its allocation to the County Program Manager from the Program funds. To the extent the estimated FYE 2024 TFCA monies exceed the Motor Vehicle Fees that are received by the Air District and are available to the County Program Manager, the County Program Manager understands and agrees that the Air District will not pay the difference between the Motor Vehicle Fees available and the estimated FYE 2024 TFCA monies. a) To endeavor to forward the first payment within thirty (30) business days of the Air District receiving from the DMV all the revenues that comprise the payment. The first payment will represent the County’s proportionate share of the Program revenues generated from registration fees paid for motor vehicles that registered in Marin County between January 1, 2023, and June 30, 2023, less Air District’s administrative and audit costs. b) To endeavor to forward the second payment within thirty (30) business days of the Air District receiving from the DMV all the revenues that comprise the payment. The second payment will represent the County’s proportionate share of the Program revenues generated from registration fees paid for motor vehicles that registered in Marin County between July 1, 2023, and December 31, 2023, le ss Air District’s administrative and audit costs. 2) To provide timely notice prior to conducting an audit. FYE 2024 TFCA County Program Manager Agreement 24-MAR Page 7 of 10 3) To provide the County Program Manager, and any other requesting party, a copy of the fiscal and performance audits conducted pursuant to Section 44242 of the Health and Safety Code. 4) To provide the County Program Manager with all Air District-approved County Program Manager reporting forms required for the County Program Manager to submit pursuant to this Agreement, including the reports required pursuant to Section II, Paragraph 15 above. 5) To provide a copy of the Air District logo to the County Program Manager solely for use to fulfill the obligation under Section II.16 of this Agreement. SECTION IV IT IS MUTUALLY AGREED: 1) Term: The term of this Agreement is from July 1, 2023 to December 31, 2027, unless it is terminated or amended as provided for in Paragraphs 2 and 8 of this Section or elsewhere in this Agreement, or unless this Agreement has been fully satisfied. The County Program Manager’s records retention obligations under this Agreement continue beyond the Agreement’s termination date. The Sub-awardee has two years to implement the project, unless the Expenditure Deadline is extended pursuant to Section II, Paragraph 4 for a particular Program Project. If the Expenditure Deadline is extended for a particular Program Project, the terms and conditions of this Agreement will continue to apply with respect to that particular Program Project until it is completed. 2) Termination: Either Party may terminate this Agreement at any time by giving written notice of termination to the other Party specifying the effective date thereof. Notice of termination under this paragraph must be given at least ninety (90) days before the effective date of such termination, unless the parties mutually agree to an earlier termination date. This Agreement will also terminate at the end of the fiscal year during which the Transportation Authority of Marin loses its designation as County Program Manager for Marin County. 3) Indemnity: The County Program Manager agrees to indemnify and hold harmless the Air District, its employees, agents, representatives, and successors-in-interest against any and all liability, loss, expense, including reasonable attorneys’ fees, or claims for injury or damages arising out of the performance by the County Program Manager of its duties under this Agreement and must require Sub-awardees to indemnify and hold harmless the Air District, its employees, agents, representatives, and successors-in-interest against any and all liability, loss, expense, including reasonable attorneys’ fees, or claims for injury or damages arising out of their performance of the project or operation or use of the equipment that is subject to this Agreement. 4) Notices: All notices that are required under this Agreement shall be provided in the manner set forth herein, unless specified otherwise. Notice to a party shall be delivered to the attention of the person at the address listed below, or to such other person or persons as may hereafter be designated by that party in writing. Notice shall be in writing sent by e- mail. FYE 2024 TFCA County Program Manager Agreement 24-MAR Page 8 of 10 Notice shall be deemed to have been received on the date of such transmission, provided such date was a business day and delivered prior to 4:00 p.m. PST/PDT. Otherwise, receipt of notices shall be deemed to have occurred on the following business day. DISTRICT: Bay Area Air Quality Management District Attn: Director of Strategic Incentives RE: County Program Manager Project # 24-MAR 375 Beale Street, Suite 600 San Francisco, CA 94105 Grants@baaqmd.gov COUNTY PROGRAM MANAGER: Transportation Authority of Marin Attn: Anne Richman, Executive Director RE: County Program Manager Project # 24-MAR 900 Fifth Avenue, Suite 100 San Rafael, CA 94901 arichman@tam.ca.gov 5) Program Liaison: Within thirty (30) days from the Effective Date of this Agreement, the County Program Manager shall notify the Air District of the County Program Manager’s Program Liaison and of the Liaison’s address, telephone number, and email address. The Program Liaison shall be the liaison to the Air District pertaining to implementation of this Agreement and shall be the contact for information about the Program and Program Projects. The County Program Manager shall notify the Air District of the change of Program Liaison or of the Liaison’s contact information in writing no later than thirty (30) days from the date of any change. 6) Additional Provisions and 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 that are reasonably required to carry out the provisions, intent and purpose of this Agreement. All attachments to this Agreement are expressly incorporated herein by this reference and made a part hereof as though fully set forth. 7) Integration: This Agreement, including all attachments hereto, represents the final, complete, and exclusive statement of the agreement between the Air District and the County Program Manager related to the Parties’ rights and obligations and subject matter described in this Agreement, and supersedes all prior and other contemporaneous understandings and agreements of the parties pertaining to the terms and conditions herein. No Party has been induced to enter into this Agreement by, nor is any Party relying upon, any representation or warranty outside those expressly set forth herein. 8) Amendment: This Agreement may not be modified except in writing, signed by both Parties hereto, and any attempt at oral modification of this Agreement shall be void and of no effect. 9) Independent Contractor: Neither the County Program Manager nor its officers, employees, agents, or representative shall be considered employees or agents of the Air District. 10) Assignment: Neither Party shall assign, sell, license, or otherwise transfer any rights or obligations under this Agreement without the prior written consent of the other Party. FYE 2024 TFCA County Program Manager Agreement 24-MAR Page 9 of 10 11) Waiver: No waiver of a breach, of failure of any condition, or of any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the Party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Further, the failure of a Party to enforce performance by the other Party of any term, covenant, or condition of this Agreement, and the failure of a Party to exercise any rights or remedies hereunder, shall not be deemed a waiver or relinquishment by that Party to enforce future performance of any such terms, covenants, or conditions, or to exercise any future rights or remedies. 12) Severability: If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected. 13) Force Majeure: Neither the Air District nor the County Program Manager shall be liable for or deemed to be in default for any delay or failure in performance under this Agreement or interruption of services resulting, directly or indirectly, from acts of God, enemy or hostile governmental action, civil commotion, strikes, lockouts, labor disputes, fire or other casualty, judicial orders, governmental controls, regulations or restrictions, inability to obtain labor or materials or reasonable substitutes for labor or materials necessary for performance of this Agreement, or other causes, except financial that are beyond the reasonable control of the Air District or the County Program Manager. 14) Governing Law: Any dispute that arises under or relates to this Agreement shall be governed by California law, excluding any laws that direct the application of another jurisdiction’s laws. Venue for resolution of any dispute that arises under or relates to this Agreement, including mediation, shall be San Francisco, California. 15) Effective Date: The effective date of this Agreement is the date the Air District Executive Officer/Air Pollution Control Officer executes the Agreement (Effective Date). 16) Survival of Terms: Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement shall remain in effect until fulfilled, and shall apply to both parties’ respective successors and assigns. Such terms include, but may not be limited to, Section II. Paragraph 7, 11, and 12 and Section IV. Paragraph 3 (Indemnity). FYE 2024 TFCA County Program Manager Agreement 24-MAR Page 10 of 10 IN WITNESS WHEREOF, the County Program Manager and the Air District have entered into this Agreement as of the date listed below. FOR AIR DISTRICT: by: ________________________________ Philip M. Fine Executive Officer/APCO Bay Area Air Quality Management District FOR COUNTY PROGRAM MANAGER: by: __________________________________ Anne Richman Executive Director Transportation Authority of Marin Date: ______________________________ Date: __________________________________ Approved as to form: by: _________________________________ Alexander Crockett District Counsel Bay Area Air Quality Management District Approved as to form (optional): by: __________________________________ Legal Counsel Attachment A 24-MAR FYE 2024 BAAQMD TFCA County Program Manager Fund Attachment A, Page 1 of 2 Summary Information County Program Manager Agency Name: Transportation Authority of Marin Address: 900 Fifth Ave, Suite 100, San Rafael, CA 94901 Project Admin (max 6.25%) [1] Total (Project + Admin) 1 Estimated FYE 2024 DMV revenues (based on projected CY2022 revenues) Line 1 $ 326,438 $ 21,763 $ 348,200 2 Reconciliation and Reprogrammed Funds Line 2 $ 31,984 $ 1,632 $ 33,616 Reconciliation: Difference between prior year estimate and actual revenue $ 23,402 $ 1,560 $ 24,962 a. Actual FYE 2022 DMV revenues (based on CY2021) 2a $ 332,402 $ 22,160 $ 354,562 b. Estimated FYE 2022 DMV revenues 2b $ 309,000 $ 20,600 $ 329,600 Reprogrammed: Total available for programming/reprogramming to other projects $ 8,582 $ 72 $ 8,654 c. Amount available from previously funded projects 2c $ d. Admin expended in FYE 2022 2d $ 22,088 e. Interest income earned on TFCA funds in CY 2022 2e $ 8,582 3 Move funds available from Admin to Projects (Optional) Line 3 $ 72 $ (72) 4 Estimated Total Available TFCA Funds (Sum of Lines 1, 2 and 3) Line 4 $ 358,493 $ 23,323 $ 381,816 Percentage of Estimated Revenue allocated to Administrative Costs (maximum of 6.25%) Previous % from FYE 2022 Expenditure Plan:6.25% Current % for FYE 2024:6.25% [1] The “Estimated TFCA funds budgeted for administration”amount is listed for informational purposes only. Per California Health and Safety Code Section 44233, County Program Managers must limit their administrative costs to no more than 6.25% of the actual total revenue received from the Air District. Attachment A 24-MAR FYE 2024 BAAQMD TFCA County Program Manager Fund Attachment A, Page 2 of 2 This page intentionally left blank. Attachment B 24-MAR FYE 2024 BAAQMD TFCA County Program Manager Fund Attachment B, Page 1 of 2 INSURANCE REQUIREMENTS Verification of Coverage The County Program Manager shall obtain and maintain certificates and/or other evidence of the insurance coverage required below. The Air District reserves the right to require the County Program Manager to provide complete, certified copies of any insurance offered in compliance with these specifications. Certificates, policies and other evidence provided shall specify that the Air District shall receive 30 days advanced notice of cancellation from the insurers. Minimum Scope of Insurance Throughout the Term as defined in Section IV of the Agreement, the County Program Manager shall obtain and maintain in full force and effect the Liability Insurance as set forth below, and shall require any third party and each Sub awardee to obtain and maintain in full force and effect the insurance as set forth below. 1. Liability Insurance with a limit of not less than $1,000,000 per occurrence. Such insurance shall be of the type usual and customary to the business of the County Program Manager and Sub-awardee, and to the operation of the vehicles, vessels, engines or equipment operated by the Sub-awardee. 2. Property Insurance in an amount of not less than the insurable value of Sub-awardee’s vehicles, vessels, engines or equipment funded under the Agreement, and covering all risks of loss, damage or destruction of such vehicles, vessels, engines or equipment. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A: VII. The Air District may, at its sole discretion, waive or alter this requirement or accept self- insurance in lieu of any required policy of insurance. Attachment B 24-MAR FYE 2024 BAAQMD TFCA County Program Manager Fund Attachment B, Page 2 of 2 This page intentionally left blank. CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. Step RESPONSIBLE DEPARTMENT DESCRIPTION COMPLETED DATE REVIEWER Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org n/a 10/8/2024 ☒ ☒ 2 City Attorney a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 11/19/2024 n/a ☒Connor MacLean ☒ 3 Department Director Approval of final agreement form to send to contractor ☒ 4 Project Manager Forward three (3) originals of final agreement to contractor for their signature ☒ 5 Project Manager When necessary, contractor-signed agreement agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed $75,000; and for Public Works Contracts that exceed $175,000 Date of City Council approval ☐ N/A Or 12/2/2024 ☒ PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 12/23/2024 SM 7 City Attorney Review and approve hard copy of signed agreement 8 City Attorney Review and approve insurance in PINS , and bonds (for Public Works Contracts) 9 City Manager / Mayor Agreement executed by City Council authorized official 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Public Works Project Manager: Mariana Sanchez/April Miller/Joanna Kwok Extension: 3409 Contractor Name: Funding Agreement between City of San Rafael and Canal Alliance-Francisco Blvd. E. Mid-Block Crossing Improvement Project Contractor’s Contact: Karen Rodriguez, CFO Contact’s Email: KarenR@canalalliance.org ☐ FPPC: Check if Contractor/Consultant must file Form 700 Funding Agreement - Francisco Blvd. E. Mid- Block Crossing Final Audit Report 2025-01-06 Created:2024-12-27 By:Shannon Mackle (shannon.mackle@cityofsanrafael.org) Status:Signed Transaction ID:CBJCHBCAABAAjMsdxUxeRhGfK-m_Kc31AlbJ2i2Wv85C "Funding Agreement - Francisco Blvd. E. Mid-Block Crossing" Hi story Document created by Shannon Mackle (shannon.mackle@cityofsanrafael.org) 2024-12-27 - 11:04:43 PM GMT- IP address: 69.181.69.46 Document emailed to Laraine Gittens (laraine.gittens@cityofsanrafael.org) for approval 2024-12-27 - 11:06:53 PM GMT Email viewed by Laraine Gittens (laraine.gittens@cityofsanrafael.org) 2024-12-27 - 11:15:58 PM GMT- IP address: 174.195.83.9 Document approved by Laraine Gittens (laraine.gittens@cityofsanrafael.org) Approval Date: 2024-12-27 - 11:16:56 PM GMT - Time Source: server- IP address: 174.195.83.9 Document emailed to rob.epstein@cityofsanrafael.org for signature 2024-12-27 - 11:16:59 PM GMT Document shared with mariana.sanchez@cityofsanrafael.org by Shannon Mackle (shannon.mackle@cityofsanrafael.org) 2024-12-27 - 11:23:11 PM GMT- IP address: 69.181.69.46 Email viewed by rob.epstein@cityofsanrafael.org 2024-12-28 - 0:51:21 AM GMT- IP address: 73.15.82.184 Signer rob.epstein@cityofsanrafael.org entered name at signing as Robert F. Epstein 2024-12-28 - 0:51:41 AM GMT- IP address: 73.15.82.184 Document e-signed by Robert F. Epstein (rob.epstein@cityofsanrafael.org) Signature Date: 2024-12-28 - 0:51:43 AM GMT - Time Source: server- IP address: 73.15.82.184 Document emailed to city.clerk@cityofsanrafael.org for approval 2024-12-28 - 0:51:45 AM GMT Email viewed by city.clerk@cityofsanrafael.org 2024-12-30 - 8:56:48 PM GMT- IP address: 199.88.113.8 Signer city.clerk@cityofsanrafael.org entered name at signing as Brenna Nurmi 2024-12-30 - 11:22:23 PM GMT- IP address: 199.88.113.8 Document approved by Brenna Nurmi (city.clerk@cityofsanrafael.org) Approval Date: 2024-12-30 - 11:22:25 PM GMT - Time Source: server- IP address: 199.88.113.8 Document emailed to cristine.alilovich@cityofsanrafael.org for signature 2024-12-30 - 11:22:27 PM GMT Email viewed by cristine.alilovich@cityofsanrafael.org 2024-12-31 - 1:07:56 AM GMT- IP address: 71.198.110.147 Shannon Mackle (shannon.mackle@cityofsanrafael.org) added alternate signer angela.robinsonpinon@cityofsanrafael.org. The original signer cristine.alilovich@cityofsanrafael.org can still sign. 2025-01-06 - 6:36:35 PM GMT- IP address: 199.88.113.8 Document emailed to angela.robinsonpinon@cityofsanrafael.org for signature 2025-01-06 - 6:36:36 PM GMT Email viewed by angela.robinsonpinon@cityofsanrafael.org 2025-01-06 - 6:50:11 PM GMT- IP address: 199.88.113.8 Signer angela.robinsonpinon@cityofsanrafael.org entered name at signing as Angela C. Robinson Pinon 2025-01-06 - 6:50:33 PM GMT- IP address: 199.88.113.8 Document e-signed by Angela C. Robinson Pinon (angela.robinsonpinon@cityofsanrafael.org) Signature Date: 2025-01-06 - 6:50:36 PM GMT - Time Source: server- IP address: 199.88.113.8 Document emailed to city.clerk@cityofsanrafael.org for signature 2025-01-06 - 6:50:38 PM GMT Email viewed by city.clerk@cityofsanrafael.org 2025-01-06 - 7:50:08 PM GMT- IP address: 104.47.65.254 Signer city.clerk@cityofsanrafael.org entered name at signing as Brenna Nurmi (for) 2025-01-06 - 7:50:23 PM GMT- IP address: 199.88.113.8 Document e-signed by Brenna Nurmi (for) (city.clerk@cityofsanrafael.org) Signature Date: 2025-01-06 - 7:50:25 PM GMT - Time Source: server- IP address: 199.88.113.8 Agreement completed. 2025-01-06 - 7:50:25 PM GMT 8 Statutory Exemptions. State code number: _______________________________________________ Print Form Notice of Exemption Appendix E From: (Public Agency): ____________________________To: Office of Planning and Research P.O. Box 3044, Room 113 _______________________________________________Sacramento, CA 95812-3044 County Clerk (Address) ___________________________ ___________________________ County of: __________________ Project Title: ____________________________________________________________________________ Project Applicant: ________________________________________________________________________ Project Location - Specific: Project Location - City: ______________________ Project Location - County: Description of Nature, Purpose and Beneficiaries of Project: _____________________ Name of Public Agency Approving Project: _____________________________________________________ Name of Person or Agency Carrying Out Project: ________________________________________________ Exempt Status: (check one): Ministerial (Sec. 21080(b)(1); 15268); Declared Emergency (Sec. 21080(b)(3); 15269(a)); Emergency Project (Sec. 21080(b)(4); 15269(b)(c)); Reasons why project is exempt: Lead Agency Contact Person: ____________________________ Area Code/Telephone/Extension: _______________ If filed by applicant: 1.Attach certified document of exemption finding. 2.Has a Notice of Exemption been filed by the public agency approving the project? Yes No Signature: ____________________________ Date: Signed by Lead Agency Signed by Applicant Authority cited: Sections 21083 and 21110, Public Resources Code. Date Received for filing at OPR: Reference: Sections 21108, 21152, and 21152.1, Public Resources Code. _______________ Categorical Exemption. State type and section number: ____________________________________ ______________________________________________ ______________ Title: _______________________ Revised 2011 □ D D D D D Attachment A Canal Alliance Crossing Project City of San Rafael Project Location The Canal Alliance Project (Project) is located on Grand Avenue in the City of San Rafael within Marin County, California. See Figure 1: Project Vicinity Map at the end of this document for specific location details. Project Description The City of San Rafael is the Project proponent and the lead agency for the Project. The Project site extends along Grand Avenue from immediately south of the intersection with Francisco Boulevard East north to the San Rafael Creek crossing. The Project would result in the creation of a pedestrian crossing across Grand Avenue and associated roadway improvements. Grand Avenue within the Project site is a three-lane roadway with adjacent sidewalks. Project demolition would include the removal of existing roadway striping and a portion of curb and gutter on the east and west side of Grand Avenue. Project construction includes road resurfacing, application of striping, and installation of crosswalk facilities. Road resurfacing would involve application of a slurry seal and hot mix asphalt to the existing surface of Grand Avenue from the south end of the Project site to the start of the existing bridge deck. Application of striping would create a median, establish the crosswalk and a “Keep Clear” area, and replace the existing turn lane striping at the south end of the Project site. Project striping would conform to the existing striping at the ends of the Project site. The pedestrian crossing would include a pedestrian hybrid beacon, a refuge island in the roadway median created by the striping, and advanced warning signage. Advanced warning signage for the crossing would be installed south of the Grand Avenue and Francisco Boulevard East intersection. New sidewalk, curb, gutter, and curb ramps would be constructed at the termini of the crossing and in the roadway median. Curb ramps would include truncated domes on a detectable warning strip. Up to three new signs would be installed in the sidewalk around the crossing. Project construction would include ground disturbance for installation of the sidewalk, curb, gutter, and sign foundations. Installation of the foundations for PHB poles would require ground disturbance of approximately 5 feet below the ground surface. Any disturbed pavement and landscaping would be restored to pre-construction condition. All Project activities would be conducted within the existing roadway and right-of-way limits. Project construction is anticipated to commence in September 2024 and would last for up to 9 months. Reasons Why the Project is Exempt The Project is categorically exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to the following categorical exemption from the State CEQA Guidelines. City of San Rafael Canal Alliance Crossing Project City of San Rafael Canal Alliance Crossing Project Section 15301, Class 1: This exemption permits the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use. The Project would restripe existing road facilities, reconstruct existing curbs and gutters, and install a pedestrian crossing with a median refuge and associated infrastructure on the existing roadway within existing right-of-way limits. No new roads or additional automobile lanes would be created by the Project. Thus, the Project would not expand the existing use and qualifies for a Class 1 exemption. Categorical Exemption Exceptions The Project does not meet any of the exceptions to Categorical Exemptions listed in CEQA Section 15300.2. The analysis below identifies the exceptions and substantiates how the Project does not meet those exceptions. a) Location. Classes 3, 4, 5, 6, and 11 are qualified by consideration of where the project is to be located – a project that is ordinarily insignificant in its impact on the environment may in a particularly sensitive environment be significant. Therefore, these classes are considered to apply in all instances, except where the project may impact an environmental resource of hazardous or critical concern where designated, precisely mapped, and officially adopted pursuant to law by federal, state, or local agencies. The Project qualifies for a Class 1 exemption. Class 1 exemptions are not qualified by consideration of project location. b) Cumulative Impact. All exemptions for these classes are inapplicable when the cumulative impact of successive projects of the same type in the same place, over time is significant. The Project alters existing facilities located entirely within previously disturbed areas and existing right- of-way. Surrounding areas would not be impacted by the Project beyond the impacts from the existing facilities. No significant adverse impacts would occur as a result of the Project. Therefore, the Project would not contribute to or cause a cumulative impact based on successive projects of the same type in the same place over time. c) Significant Effect. A categorical exemption shall not be used for an activity where there is a reasonable possibility that the activity will have a significant effect on the environment due to unusual circumstances. The Project site has been previously disturbed by the construction and operation of the existing roads. Project construction would occur entirely within the existing road and right-of-way limits. A portion of the Project occurs on the existing San Rafael Creek crossing. However, only striping of the existing bridge deck would occur in this area; there would be no ground disturbance or work within the water. The Project would not result in any significant effects on the environment due to unusual circumstances. The Project site does not have any unusual circumstances that would negatively impact the environment. Refer to the discussion included in Categorical Exemption Exceptions d) through f) for further discussion to support no anticipated Project impacts related to the environment. d) Scenic Highways. A categorical exemption shall not be used for a project which may result in damage to scenic resources, including but not limited to, trees, historic buildings, rock outcroppings, or similar resources, within a highway officially designated as a state scenic highway. This does not apply to improvements which are required as mitigation by an adopted negative declaration or certified EIR. City of San Rafael Canal Alliance Crossing Project There are no Officially Designated State Scenic Highways within the Project site. No Officially Designated State Scenic Highways or eligible highways exist within the City of San Rafael.1 The nearest Officially Designated State Scenic Highway is State Route 1, located approximately 6.06 miles away in Marin County. Thus, the Project would not impact Officially Designated State Scenic Highways due to the distance from the Project site. The City of San Rafael General Plan 2040 (General Plan) designates scenic resources and view corridors within the City of San Rafael. The Project site does not contain any View Sheds, Scenic Routes, Scenic Highways, or other scenic assets designated by the General Plan.2 As such, the Project would not impede public views of the designated scenic resources. The Project would not impact an Officially Designated State Scenic Highway or a General Plan designated Scenic Resource. Thus, this exception to the exemption does not apply. e) Hazardous Waste Sites. A categorical exemption shall not be used for a project located on a site which is included on any list compiled pursuant to Section 65962.5 of the Government Code. Construction of the Project would include ground disturbance within the existing roadway and right-of- way limits. The nearest recorded hazardous waste site, according to a review of the State Water Resources Control Board’s GeoTracker and the Department of Toxic Substances Control EnviroStor databases, is a leaking underground storage tank (LUST) located approximately 480 feet northwest of the Project site near Second Street.3 4 The LUST site has been closed with no further action required since 2012. As the nearest site is closed and not located within or adjacent to the Project site this exception to the exemption does not apply. f) Historical Resources. A categorical exemption shall not be used for a project which may cause a substantial adverse change in the significance of a historical resource. There are no historical buildings or structures located within the Project site. The City of San Rafael has designated Historic Resources in the General Plan. Further, the City of San Rafael maintains a list of designated local Landmarks and Historic Districts.5 The Project site is not located within the designated Historic District. The nearest designated Historic Resource is the French Quarter Historic District located approximately 850 feet northwest of the Project site. Project construction would occur entirely within the existing disturbed roadway. The Project would not require any work within historic districts or on historic structures. Therefore, the Project would not cause a substantial adverse change in the significance of a historical resource. 1 California Department of Transportation. California State Scenic Highway System Map. https://caltrans.maps.arcgis.com/apps/webappviewer/index.html?id=465dfd3d807c46cc8e8057116f1aacaa. Accessed July 16, 2024. 2 City of San Rafael . City of San Rafael General Plan 2040. https://storage.googleapis.com/proudcity/sanrafaelca/uploads/2021/09/FullDocument-Adopted080221.pdf. Accessed July 16, 2024. 3 California State Water Resources Control Board GeoTracker. Former Mobil Station (T0604100282). https://geotracker.waterboards.ca.gov/profile_report.asp?global_id=T0604100282. Accessed July 16, 2024. 4 Department of Toxic Substances Control. EnviroStor Sites and Facilities. https://www.envirostor.dtsc.ca.gov/public/map/?myaddress=san+rafael. Accessed July 16, 2024. 5 City of San Rafael. Historic Preservation. https://www.cityofsanrafael.org/historic-preservation/. Accessed July 16, 2024. City of San Rafael Canal Alliance Crossing Project Conclusion The Project is categorically exempt from CEQA pursuant to State CEQA Guidelines Sections 15301, Class 1. The Project would modify existing facilities as allowed by the Class 1 categorical exemption. The Project does not meet any of the exceptions listed in CEQA Guidelines Section 15300.2. Not to scale Source: Google Earth Pro, 2024 Figure 1: Project Vicinity Map Canal Alliance Crossing ProjectNotice of Exemption Legend Project Site Boundary Gra n d A v e n u e Gra n d A v e n u e Fr a n c i s c o B o u l e v c a r d E a s t Fr a n c i s c o B o u l e v c a r d E a s t Re d w o o d H i g h w a y Re d w o o d H i g h w a y ~ Kimley >>>Horn