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HomeMy WebLinkAboutPW Francisco Blvd. E. Mid-Block Crossing Funding Agreement 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