Alameda CTC Agreement No. A18-0058
Project No. 1484000
2021 PFA Version
AMENDED AND RESTATED
PROJECT FUNDING AGREEMENT
between
ALAMEDA COUNTY TRANSPORTATION COMMISSION
and the
CITY OF ALAMEDA
for the
CLEMENT AVENUE EAST EXTENSION AND TILDEN WAY
This Amended and Restated Project Funding Agreement (“AGREEMENT”), dated for reference purposes only as of March 15, 2021, is by and between ALAMEDA COUNTY TRANSPORTATION COMMISSION, a joint powers agency (“ALAMEDA CTC”), and the CITY OF ALAMEDA, a public agency (“PROJECT SPONSOR”).
This AGREEMENT obligates funds from one or more ALAMEDA CTC administered funding programs as indicated below, and as further specified in Appendix A: Project Control Information and Appendix B:
Alameda CTC Administered Funds Obligated by this AGREEMENT, for the PROJECT, as such term is defined in Recital K below.
☐ 2000 Measure B
☒ 2014 Measure BB
☐ Vehicle Registration Fee
☐ Transportation Fund for Clean Air
☐ CMA TIP
RECITALS
A. The voters of Alameda County, pursuant to the provisions of the Bay Area County Traffic and Transportation Funding Act, Public Utilities Code Section 131000, et seq., approved Measure B at the General Election held in November 1986, authorizing the collection of a one-half cent transaction and use tax over a fifteen (15)-year period to address major transportation needs and congestion in Alameda County and giving Alameda County Transportation Authority (“ACTA”) the responsibility for the administration of the proceeds of the tax. The proceeds from the 1986 Measure B tax have been and continue to be used to pay for investments as outlined in the 1986 Alameda County Transportation Expenditure Plan (“1986 TEP”), as it may be amended. Although collection of the 1986 Measure B tax ceased in 2002, capital projects funded wholly or in part by 1986 Measure B funds are still being delivered using these funds.
B. The voters of Alameda County, pursuant to the provisions of the Local Transportation Authority and Improvement Act, Public Utilities Code Section 180000, et seq., approved the reauthorization of Measure B at the General Election held on November 7, 2000, authorizing the collection of a one-half cent transaction and use tax to be collected for twenty (20) years beginning April 1, 2002 and giving Alameda County Transportation Improvement Authority (“ACTIA”) responsibility for the administration of the proceeds of the tax.. The proceeds from the 2000 Measure B tax have been and continue to be used to pay for investments as outlined in the 2000 Alameda County Transportation Expenditure Plan (“2000 TEP”), as it may be amended.
DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
2021 PFA Version
C. The voters of Alameda County, pursuant to Section 65089.20 of the Government Code, approved Measure F, the Vehicle Registration Fee (“VRF”), authorizing Alameda County Congestion Management Agency (“ACCMA”) to administer the proceeds from a $10 per year vehicle registration fee on each annual motor-vehicle registration in Alameda County, starting with registrations effective July 2011 with collection beginning in May 2011, six months following approval of Measure F. Vehicles subject to the VRF include all motorized vehicles, including passenger cars, light-duty trucks, medium-duty trucks, heavy-duty trucks, buses of all sizes, motorcycles, and motorized camper homes, unless vehicles are expressly exempted from the payment of the VRF.
D. By resolutions adopted by the ACTA and ACTIA Boards on June 24, 2010, all of ACTA’s functions and responsibilities were assigned to, and accepted by, ACTIA. On that same date, the ACTIA and ACCMA Boards took the final actions to create ALAMEDA CTC, a joint powers authority with all responsibilities of ACTIA and ACCMA. Pursuant to resolutions adopted by the ACTIA and ACCMA Boards and the Commission of ALAMEDA CTC, ACCMA and ACTIA were terminated as of the close of business on February 29, 2012, with ALAMEDA CTC designated as the successor entity. All of its predecessors’ functions and responsibilities have been assigned to, and accepted by, ALAMEDA CTC.
E. The voters of Alameda County, pursuant to the provisions of the Local Transportation Authority and Improvement Act, California Public Utilities Code Section 180000 et seq., approved Measure BB at the General Election held on November 4, 2014, authorizing the extension of an existing one-half of one percent transaction and use tax scheduled to terminate on March 31, 2022, and the augmentation of the tax by one-half of one percent, and giving ALAMEDA CTC responsibility for the administration of the proceeds of the 2014 Measure BB tax. The duration of the 2014 Measure BB tax will be 30 years from the initial year of collection, which began April 1, 2015, with said tax to terminate/expire on March 31, 2045. The proceeds from the 2014 Measure BB will be used to pay for investments as outlined in the 2014 Alameda County Transportation Expenditure Plan (“2014 TEP”), as it may be amended.
F. As the Transportation Fund for Clean Air (“TFCA”) Program Manager in Alameda County, ALAMEDA CTC annually programs 40 percent of the TFCA funds collected in Alameda County. ALAMEDA CTC receives these funds from the Bay Area Air Quality Management District (“BAAQMD”), and then distributes these funds on a reimbursement basis to eligible project sponsors.
G. ALAMEDA CTC is continuing the implementation of the CMA Exchange Program, originally established by the ACCMA, for the purpose of providing local or otherwise unrestricted funds to ALAMEDA CTC for use in projects and programs adopted into the CMA Transportation Improvement Program (“CMA TIP”) by ALAMEDA CTC.
H. The funding programs administered by ALAMEDA CTC and available for projects and programs that benefit the Alameda County transportation system, consisting of 1986 Measure B, 2000 Measure B, 2014 Measure BB, VRF, TFCA, and CMA TIP, are collectively defined as and shall be referenced herein as the “ALAMEDA CTC ADMINISTERED FUNDS”. Requirements related to 2000 Measure B, VRF and 2014 Measure BB Direct Local Distribution (“DLD”) funding distributed pursuant to 2000 Measure B, VRF and 2014 Measure BB Transportation Expenditure Plans are covered by separate agreements between ALAMEDA CTC and DLD recipients.
DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
2021 PFA Version
I. Measure B, Measure BB, VRF, and TFCA funds obligated by this AGREEMENT shall be programmed, allocated, and expended for the purpose defined and in accordance with the provisions set forth in the applicable transportation expenditure plans, or the BAAQMD-approved TFCA County Program Manager Policies.
J. ALAMEDA CTC programs and allocates ALAMEDA CTC ADMINISTERED FUNDS through the ALAMEDA CTC Comprehensive Investment Plan (“CIP”) that is updated periodically to summarize the programming and allocations of ALAMEDA CTC ADMINISTERED FUNDS, and the policies, procedures and requirements related to the expenditure of ALAMEDA CTC ADMINISTERED FUNDS.
K. The PROJECT SPONSOR is implementing a project or program (“PROJECT”) that is eligible for ALAMEDA CTC ADMINISTERED FUNDS. The PROJECT and the strategy to implement the PROJECT are described in greater detail in Appendix A: Project Control Information.
L. This AGREEMENT obligates funds from one or more of ALAMEDA CTC administered funding programs as specified in Appendix B: Alameda CTC Administered Funds Obligated by this Agreement, for the PROJECT and the phase(s) described in Appendix A: Project Control Information.
ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT are available to reimburse eligible costs incurred by PROJECT SPONSOR for the PROJECT and the phase(s) described in Appendix A: Project Control Information.
M. The issuance of bonds or another financing mechanism are possible funding options as part of ALAMEDA CTC administered funding programs to meet cash flow requirements of each individual program based on current schedule and project delivery information.
N. ALAMEDA CTC and PROJECT SPONSOR previously entered into that certain Project Funding Agreement dated for reference purposes only as of April 27, 2017 (the “effective date”) governing the implementation of, and funding for, the PROJECT, as such Project Funding Agreement may have been subsequently amended by the parties (“CURRENT AGREEMENT”). ALAMEDA CTC has updated the requirements generally applicable to such Project Funding Agreements, and the parties have agreed to amend and restate the CURRENT AGREEMENT so as to incorporate these updated requirements, without affecting or amending (i) the effective date, the Agreement Expiration Date, or any allowable start date as set forth in the CURRENT AGREEMENT, or (ii) any of the funding commitments set forth in the CURRENT AGREEMENT.
O. Notwithstanding anything to the contrary in Recital N above, the parties further wish to amend the CURRENT AGREEMENT to extend the AGREEMENT’s expiration date from December 31, 2020 to December 31, 2022, pursuant to a certain letter from PROJECT SPONSOR dated September 4, 2019, and further pursuant to the action taken by the governing body of the ALAMEDA CTC at its meeting on January 30, 2020.
NOW, THEREFORE, it is agreed by and between the parties that the CURRENT AGREEMENT is hereby amended and restated in its entirety as set forth in this AGREEMENT, and the parties agree as follows:
DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
2021 PFA Version
SECTION I
PROJECT SPONSOR AGREES:
1. PROJECT SPONSOR shall implement the PROJECT in accordance with all requirements in this AGREEMENT and the following appendices attached hereto and incorporated herein by reference.
a. Appendix A: Project Control Information
b. Appendix B: Alameda CTC Administered Funds Obligated by this Agreement c. Appendix C: Alameda CTC Request for Reimbursement and Reporting Requirements d. Appendix D: Local Business Contract Equity Program
e. Appendix E: Deliverables and Due Dates
f. Appendix F: Project Performance Measures
g. Appendix G: Transportation Fund for Clean Air Policies and Requirements
2. PROJECT SPONSOR shall perform the necessary work associated with the PROJECT required to implement PROJECT as described in Appendix A: Project Control Information.
3. PROJECT SPONSOR shall inform ALAMEDA CTC in writing of any changes to the information contained in Appendix A: Project Control Information as soon as PROJECT SPONSOR becomes aware of such changes. Per Section III.2, any change that requires an amendment to this AGREEMENT must be approved by ALAMEDA CTC prior to PROJECT SPONSOR implementing the change.
4. PROJECT SPONSOR shall commit to the timing of ALAMEDA CTC ADMINISTERED FUNDS as described in Appendix B: Alameda CTC Administered Funds Obligated by this Agreement.
5. PROJECT SPONSOR shall expend ALAMEDA CTC ADMINISTERED FUNDS received under this AGREEMENT in accordance with all applicable provisions of law and shall return to ALAMEDA CTC all funds that are not expended in accordance with all applicable provisions of law.
6. PROJECT SPONSOR shall be responsible for costs in excess of the total funding obligations shown in Appendix A: Project Control Information. Costs in excess of the total funding obligations will not be reimbursed with ALAMEDA CTC ADMINISTERED FUNDS unless this AGREEMENT is amended in writing or the parties execute a separate agreement for a subsequent phase of the PROJECT.
7. PROJECT SPONSOR shall return to ALAMEDA CTC, on a pro-rated basis, funds realized from the sale of any vehicle(s) purchased with ALAMEDA CTC ADMINISTERED FUNDS, if the sale of the vehicle(s) is completed prior to the last day of the last year listed as the PROJECT’S “Years of Effectiveness” as identified in either Appendix A: Project Control Information or Appendix G: Transportation Fund for Clean Air Policies and Requirements, as applicable. The amount of sale proceeds required to be returned to ALAMEDA CTC shall be proportional to the percentage of ALAMEDA CTC ADMINISTERED FUNDS originally used to purchase the vehicle(s).
8. PROJECT SPONSOR staff costs for any local agency which receives DLD funding shall not be eligible for reimbursement from ALAMEDA CTC ADMINISTERED FUNDS allocated to the PROJECT unless DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
2021 PFA Version
staff costs are specifically identified as eligible in Appendix A: Project Control Information. Staff costs included in Appendix A are limited to project implementation costs. Staff costs related to the administration of this AGREEMENT including preparation of requests for reimbursement or progress reports are ineligible for reimbursement. PROJECT SPONSOR staff costs funded by other sources can be included in the total cost for the purpose of meeting the cost and risk sharing provisions of this AGREEMENT.
9. PROJECT SPONSOR staff costs eligible for reimbursement may include the individual’s actual hourly wage plus a fringe benefit rate, as approved by a cognizant agency or an independent auditor, of up to a maximum of 70% of the hourly wage. Staff costs also may include direct costs including contracted services, such as legal counsel, that are considered an extension of the PROJECT SPONSOR’S staff.
10. PROJECT SPONSOR overhead, or "indirect," costs are not eligible for reimbursement from ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT, and shall not be included in the total eligible PROJECT cost calculations used to determine the ALAMEDA CTC ADMINISTERED FUNDS share of such total eligible PROJECT costs.
11. The cost of maintenance, security, or protection performed by PROJECT SPONSOR or third- party contractors during any temporary suspension of activities associated with the PROJECT will not be considered an eligible cost for reimbursement by ALAMEDA CTC.
12. PROJECT SPONSOR shall advertise, award and administer all professional services contracts for PROJECT work not performed by PROJECT SPONSOR.
13. PROJECT SPONSOR shall invite ALAMEDA CTC staff to participate as a voting member of PROJECT SPONSOR’s selection panel for the selection of all professional consultants, and furnish drafts of all professional services contracts, upon ALAMEDA CTC’s request.
14. All locally funded contracts approved by PROJECT SPONSOR, funded wholly or in part with Measure B, Measure BB, and/or Vehicle Registration Fee funds administered by ALAMEDA CTC, except for contracts that also include state and/or federal funds or contracts funding non-capital projects (e.g., transit operations), are required to comply with ALAMEDA CTC’s Local Business Contract Equity (LBCE) Program as listed and described in Appendix D: Local Business Contract Equity Program Requirements. PROJECT SPONSOR shall comply with the reporting requirements set forth in the LBCE Program and provide the required information to ALAMEDA CTC in accordance with Appendix D for all contracts partially or wholly funded by ALAMEDA CTC, whether or not the specific contract is subject to the LBCE Program.
15. PROJECT SPONSOR shall require insurance coverage that names ALAMEDA CTC, its governing body, officers, employees and consultants as additional insureds of the PROJECT SPONSOR, professional services consultants and subconsultants, construction services contractors and subcontractors, volunteer service individuals, and any other contractors or subcontractors involved with the PROJECT on all insurance required by PROJECT SPONSOR for PROJECT. PROJECT SPONSOR shall keep and maintain insurance certificates and policy endorsements evidencing the policies on file, and furnish the same to ALAMEDA CTC upon request. ALAMEDA CTC will not be responsible for any premiums or assessments on any policy. If this AGREEMENT includes any TFCA funds, PROJECT SPONSOR shall also comply with the DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
2021 PFA Version
insurance requirements specified in Appendix G: Transportation Fund for Clean Air Policies and Requirements.
16. PROJECT SPONSOR shall provide ALAMEDA CTC with periodic (i.e., monthly, quarterly or semi-annually) progress reports describing the current status of the PROJECT. The required progress reporting frequency schedule and forms are provided in Appendix C: Alameda CTC Request for Reimbursement and Reporting Requirements. Progress reports are due by the last day of each calendar month following the established reporting period in which the work was performed. These reports shall include PROJECT status information such as the scope of work completed to date, total costs incurred, future actions, project performance, issues identification, changes to scope or schedule, and any additional relevant information requested by ALAMEDA CTC.
17. PROJECT SPONSOR shall submit to ALAMEDA CTC a Request for Reimbursement in accordance with the minimum required invoicing frequency established for the PROJECT, but not more than one such request per month, for reimbursement of eligible PROJECT costs and expenses incurred by PROJECT SPONSOR. The required minimum invoicing frequency and invoice forms are provided in Appendix C:
Alameda CTC Request for Reimbursement and Reporting Requirements. If PROJECT SPONSOR does not incur any reimbursable expenses during the minimum invoicing period, in lieu of submitting an invoice, PROJECT SPONSOR shall submit a letter or a statement as part of the required progress report for the same period confirming that no reimbursable costs were incurred during the given period. If PROJECT SPONSOR requests reimbursement for costs incurred as a result of a contract or agreement with a third party that contains a contract value of $50,000 or greater, e.g. a consultant, contractor or other entity, PROJECT SPONSOR shall submit an electronic copy of the fully executed contract or agreement to ALAMEDA CTC prior to ALAMEDA CTC authorizing reimbursement of such costs. Supporting documentation for the Request for Reimbursement packages includes copies of invoices from vendors, consultants, or contractors and summaries of eligible PROJECT SPONSOR staff time charges. PROJECT SPONSOR may suggest an alternative method, subject to approval in advance by ALAMEDA CTC, to document staff costs charged to the PROJECT.
18. PROJECT SPONSOR shall provide a Parcel and Utility Agreement Tracking Log upon ALAMEDA CTC’s request, if the PROJECT includes the acquisition of right-of-way and/or the relocation or protection of utility facilities.
19. PROJECT SPONSOR shall keep all necessary PROJECT records to demonstrate compliance with this AGREEMENT, including documentation of activities, performance, progress reports, final report, expenses and charges to support invoices submitted to ALAMEDA CTC and other PROJECT reporting requirements as described in Appendix C: Alameda CTC Request for Reimbursement and Reporting Requirements in one central location for a period of not less than five (5) years after the later of (i) ALAMEDA CTC’s payment of the final invoice, (ii) the PROJECT SPONSOR’S submittal of the Final Report for ALAMEDA CTC ADMINISTERED FUNDS under this AGREEMENT, and (iii) the end of the PROJECT’S established “Years of Effectiveness” period (as identified in Appendix G: Transportation Fund for Clean Air Policies and Requirements) if any TFCA funds are provided under this AGREEMENT.
a. PROJECT SPONSOR and PROJECT SPONSOR’s contractors and subcontractors shall each maintain and make available for inspection and audit all books, documents, papers, DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
2021 PFA Version
accounting records, and other evidence pertaining to the performance of such contracts, including, but not limited to, the costs of administering those various contracts.
b. PROJECT SPONSOR shall allow ALAMEDA CTC or its authorized representatives to inspect, audit, or make copies of any PROJECT records for a period of five (5) years after ALAMEDA CTC’s payment of the final invoice and the PROJECT SPONSOR’S submittal of the Final Report. The same access also shall be granted to BAAQMD or its authorized representatives for TFCA funds obligated by this AGREEMENT.
20. PROJECT SPONSOR shall comply with all of the following publicity requirements to inform the public on the use of ALAMEDA CTC ADMINISTERED FUNDS on the PROJECT.
a. PROJECT SPONSOR shall credit ALAMEDA CTC as a funding source and display the approved ALAMEDA CTC logo, where practical, on construction informational signs, vehicles or equipment operated or obtained as part of the PROJECT, and on any publicly distributed information (e.g., fact sheets, flyers, brochures, maps, schedules, websites, press releases), created for or associated with the PROJECT. For TFCA funding obligated through this AGREEMENT, SPONSOR shall also credit the BAAQMD as a funding source and display the BAAQMD-approved TFCA logo.
b. PROJECT SPONSOR shall provide updated and accurate PROJECT information on the PROJECT SPONSOR’s website, or create such a website if none exists, and provide a link to ALAMEDA CTC website.
c. PROJECT SPONSOR shall publish an article in a printed or electronically distributed publication such as a newsletter, local newspaper, e-publications, or website highlighting the PROJECT and the use of ALAMEDA CTC ADMINISTERED FUNDS at least once per fiscal year.
For TFCA funding obligated through this AGREEMENT, SPONSOR shall also credit the BAAQMD as a funding source.
d. PROJECT SPONSOR shall document compliance with the publicity requirements and furnish such documentation upon request, and regularly through the progress and final reporting required by this AGREEMENT, through evidence such as photos of construction and vehicle signage, copies of print, electronic and other media published to satisfy this requirement.
For TFCA funding obligated through this AGREEMENT, SPONSOR shall also document that the BAAQMD was credited as a funding source and the BAAQMD-approved TFCA logos were displayed.
e. PROJECT SPONSOR shall notify ALAMEDA CTC and request an exemption as soon as it is reasonably known that the PROJECT SPONSOR is unable to fulfill the requirements under this Section I.20 due to extraordinary circumstances.
21. PROJECT SPONSOR shall, 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.), place in DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
2021 PFA Version
the public domain any software, written document, or other product developed with ALAMEDA CTC ADMINISTERED FUNDS received through this AGREEMENT.
22. PROJECT SPONSOR shall participate, upon the request of ALAMEDA CTC, in a Public Awareness Program in partnership with ALAMEDA CTC and/or its community advisory committees as a means of informing the public of the benefits derived from the use of ALAMEDA CTC ADMINISTERED FUNDS.
23. PROJECT SPONSOR shall obtain all state, local and federal permits and approvals for work, including environmental approvals in accordance with the National Environment Policy Act (NEPA) and the California Environmental Quality Act (CEQA), as applicable. PROJECT SPONSOR will comply with all applicable state and federal laws and regulations.
24. PROJECT SPONSOR shall render a report or answer any and all inquiries , upon ALAMEDA CTC’s request, in regards to its receipt of ALAMEDA CTC ADMINISTERED FUNDS, compliance audit findings, and usage of ALAMEDA CTC ADMINISTERED FUNDS before the ALAMEDA CTC Commission, Independent Watchdog Committee, and/or community advisory committees, as applicable.
25. For TFCA funds obligated by this AGREEMENT, a PROJECT SPONSOR who has failed a BAAQMD financial or performance audit for the PROJECT will be excluded from receiving an award of any TFCA funds for five (5) years from the date of BAAQMD’s final audit determination. Existing TFCA funds already awarded to the SPONSOR will not be released until all audit recommendations and remedies have been satisfactorily implemented. A failed BAAQMD financial audit means a final audit report that includes an uncorrected audit finding that confirms an ineligible expenditure of TFCA funds. A failed BAAQMD performance audit means that the PROJECT was not implemented in accordance with the AGREEMENT.
SPONSOR shall be afforded a reasonable amount of time to address/cure adverse audit findings.
26. For TFCA funds obligated by this AGREEMENT, PROJECT SPONSOR shall return to ALAMEDA CTC, on a pro-rated basis, TFCA funds received under this Agreement if PROJECT is not maintained and/or operated throughout, and at least until the conclusion of, its “Years of Effectiveness” as identified in Appendix G: Transportation Fund for Clean Air Policies and Requirements.
27. For TFCA funds obligated by this AGREEMENT, PROJECT SPONSOR shall submit a TFCA Final Report to the ALAMEDA CTC. The required content for the TFCA Final Report is identified in the TFCA Final Report Form referenced in Appendix G.
SECTION II
ALAMEDA CTC AGREES:
1. ALAMEDA CTC shall make a good faith effort to provide all ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT.
DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
2021 PFA Version
2. ALAMEDA CTC shall assist PROJECT SPONSOR when able, upon request and as necessary, in resolving issues related to the PROJECT.
3. ALAMEDA CTC shall provide a copy of its approved logo for PROJECT SPONSOR to use as required by this AGREEMENT.
4. ALAMEDA CTC shall provide notice to the PROJECT SPONSOR of any and all expenditures made by PROJECT SPONSOR, which are not in compliance with the AGREEMENT or the applicable ALAMEDA CTC ADMINISTERED FUNDS promptly after ALAMEDA CTC becomes aware of any such expenditures.
5. ALAMEDA CTC shall provide timely notice to PROJECT SPONSOR prior to conducting an audit of expenditures made by PROJECT SPONSOR to determine whether such expenditures are compliant with this AGREEMENT or the applicable ALAMEDA CTC ADMINISTERED FUNDS.
SECTION III
IT IS MUTUALLY AGREED AS FOLLOWS:
1. That ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT may be shifted between the phases of the PROJECT or between activities in the same phase of the PROJECT, so long as each of the following occurs: 1) PROJECT SPONSOR submits a written amendment request that provides revised and updated Appendix A: Project Control Information forms documenting the requested funding obligation shift and demonstrating to ALAMEDA CTC’s satisfaction that the phase or activity from which the funds were shifted remains fully funded, and 2) the parties execute an amendment to this AGREEMENT incorporating the revised and updated Appendix A forms as described above, which amendment shall be approved by ALAMEDA CTC pursuant to applicable ALAMEDA CTC policies.
2. ALAMEDA CTC and the PROJECT SPONSOR may jointly authorize an “Administrative Amendment” for any minor schedule revisions, deliverables, or budget revisions that do not increase the total ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT. Any change in the PROJECT scope of work must be approved by ALAMEDA CTC prior to implementation of the change by the PROJECT SPONSOR. Administrative amendment requests sent to ALAMEDA CTC must include a revised Appendix A:
Project Control Information which reflects the requested changes by the PROJECT SPONSOR.
3. For the purposes of this AGREEMENT, (i) a “Contract” shall mean and refer to a third party agreement with the PROJECT SPONSOR for services related to PROJECT, including agreements with another public agency, consultant firm, contractor or entity; (ii) “PROJECT SPONSOR Staff” costs include costs for staff dedicated directly to project implementation, management, oversight, and/or project development and may include direct costs including contracted services, such as legal counsel, that are considered an extension of PROJECT SPONSOR Staff; (iii) “Capital” with respect to any Right-of-Way Capital phase shall mean and refer to the cost to acquire real property, access rights and other property interests; and (iv) “Agreement Expiration Date” shall mean and refer to the expiration date of this AGREEMENT.
DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
2021 PFA Version
4. Reimbursable costs will be limited to the costs shown in Appendix A: Project Control Information. Funds expended for work directly related to the phases of the PROJECT covered by this AGREEMENT prior to the applicable allowable start date identified in Appendix B: ALAMEDA CTC ADMINISTERED FUNDS Obligated by this AGREEMENT are ineligible for reimbursement pursuant to this AGREEMENT. ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT are subject to fund availability and any new requirements and policies imposed by ALAMEDA CTC. The AGREEMENT shall be amended, as necessary, to reflect the applicable requirements.
5. If additional local, state or federal funding is obtained to partially offset ALAMEDA CTC ADMINISTERED FUNDS planned for the PROJECT, ALAMEDA CTC ADMINISTERED FUNDS will not be transferred from the PROJECT until after it is ensured that all phases of the PROJECT can be fully delivered.
ALAMEDA CTC ADMINISTERED FUNDS offset by additional local, state or federal funding shall be available for PROJECT only after all other funding planned for PROJECT, as described in Appendix A: Project Control Information, has been committed and/or encumbered to the PROJECT.
6. Should any portion of PROJECT be financed with federal or state funds, all applicable laws, rules and policies relating to the use of such funds shall apply, notwithstanding other provisions of this AGREEMENT.
7. For TFCA funds obligated by this AGREEMENT, this AGREEMENT is subject to the current BAAQMD-approved TFCA County Program Manager Fund Policies included in Appendix G:
Transportation Fund for Clean Air Policies and Requirements and any new requirements imposed by the BAAQMD upon ALAMEDA CTC with respect to the TFCA funds distributed hereunder. ALAMEDA CTC will only distribute TFCA funds under this AGREEMENT to the extent the documented project costs are eligible under the applicable BAAQMD TFCA Policies.
8. The laws of the State of California shall govern this AGREEMENT.
9. All correspondence and communications will contain ALAMEDA CTC project number and name for PROJECT in a clearly identifiable location. For projects with TFCA funds obligated by this AGREEMENT, all correspondence and communications will also contain the TFCA project number as identified in Appendix G: Transportation Fund for Clean Air Policies and Requirements.
10. ALAMEDA CTC reserves the right to conduct technical and financial audits of PROJECT work and records when determined to be necessary or appropriate and PROJECT SPONSOR agrees, and shall require its contractors and subcontractors to agree, to cooperate with ALAMEDA CTC by making all appropriate and relevant PROJECT records promptly available for audit and copying.
11. PROJECT costs incurred by PROJECT SPONSOR are only eligible for reimbursement on a pro- rated basis unless specifically provided for in Appendix A: Project Control Information, and PROJECT SPONSOR is expected to concurrently seek reimbursement from the other sources shown in Project A: Project Control Information. Pro-rated basis, as used herein, equals the amount of ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT to a phase, divided by the total funding fo r the phase, as shown in Appendix A: Project Control Information. For any Request for Reimbursement which includes such expenditures, PROJECT SPONSOR shall (i) report the total expendi tures during the reimbursement period, (ii) DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
2021 PFA Version
indicate the percentage of the total expenditures for the phase expected to be funded by ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT, and (iii) request reimbursement for the dollar amount which equals the product of such total expenditures and such percentage.
12. ALAMEDA CTC approval of PROJECT SPONSOR submitted Requests for Reimbursement will be contingent on the submittal of progress reports and deliverables by PROJECT SPONSOR as required by this AGREEMENT. In the event that progress reports and deliverables are not complete and current, approval of Requests for Reimbursement shall be withheld until an acceptable remedy has been implemented and approved by ALAMEDA CTC. If PROJECT SPONSOR fails to submit the required deliverables or otherwise fails to meet the reporting and invoicing requirements of this AGREEMENT, ALAMEDA CTC may deobligate funds from the PROJECT and this AGREEMENT. Not less than thirty (30) days prior to the effective date of any such action, ALAMEDA CTC will endeavor to notify PROJECT SPONSOR in writing that the required deliverables, invoicing and reporting is overdue.
13. Request for Reimbursements submitted after the Agreement Expiration Date identified in Appendix B: Alameda CTC Administered Funds Obligated by this AGREEMENT will be ineligible for reimbursement by ALAMEDA CTC unless an exception is requested by the PROJECT SPONSOR no less than sixty (60) days before the Agreement Expiration Date, and the exception is approved by ALAMEDA CTC.
ALAMEDA CTC will deobligate any remaining ALAMEDA CTC ADMINISTERED FUNDS from PROJECT and this AGREEMENT.
14. Each Right-of-Way transaction which is funded either wholly or in part with ALAMEDA CTC ADMINISTERED FUNDS shall be subject to repayment or reimbursement to ALAMEDA CTC under ALAMEDA CTC Policies in effect as of the effective date of this AGREEMENT, irrespective of the party holding title to the real estate which is the subject of the Right-of-Way transaction in question. The parties agree that Section III.15(a) through Section III.15(f), the provisions of which are intended to provide further detail regarding the application of such Policies, shall govern the extent to which such repayment is required and the conditions applicable to any such repayment. If such Policies are amended after the effective date of this AGREEMENT by ALAMEDA CTC, the PROJECT SPONSOR and ALAMEDA CTC shall execute an amendment to this AGREEMENT which references the revised Policies.
15. For the purposes of the following provisions, “ALAMEDA CTC Share” shall mean the percentage share of the original property purchase price funded by ALAMEDA CTC ADMINISTERED FUNDS (i.e., if the purchase was fully funded by ALAMEDA CTC ADMINISTERED FUNDS, ALAMEDA CTC Share shall equal 100%); any appraisal required under Section III.15(a) and Section III.15(f) only, shall be conducted at no cost to ALAMEDA CTC; “Fair Market Value” of a given property shall mean the net proceeds from the sale of such property if such sale occurs in an open market transaction or by auction, or the value of the property determined by an independent third-party appraisal of the property if some or all of the property is retained by PROJECT SPONSOR or otherwise transferred to any other party without an auction or open market transaction; and “CPI” means the Consumer Price Index, All Items for All Urban Consumers, San Francisco- Oakland, San Jose, CA.
a. If any property is acquired for the PROJECT using ALAMEDA CTC ADMINISTERED FUNDS to finance some or all of the acquisition, and the PROJECT is cancelled or otherwise does not begin construction within five (5) years after the effective date of AGREEMENT (as DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
2021 PFA Version
such deadline may be extended by agreement between the parties hereto), then PROJECT SPONSOR shall, within one (1) year after such cancellation decision or the expiration of such five (5) year period, reimburse ALAMEDA CTC for the greater of the following:
ALAMEDA CTC Share of the property’s Fair Market Value or the full amount of ALAMEDA CTC ADMINISTERED FUNDS used to acquire the property, as escalated by the increase in the CPI during the most recent period for which CPI data is available which is equal in length to the period between the date ALAMEDA CTC ADMINISTERED FUNDS were paid to PROJECT SPONSOR and the date reimbursement is made to ALAMEDA CTC.
b. If any property is acquired for the PROJECT using ALAMEDA CTC ADMINISTERED FUNDS to finance some or all of the acquisition and only a portion of the acquired property is required for the PROJECT, and if the PROJECT begins construction within five (5) years after the effective date of this AGREEMENT (as such deadline may be extended by agreement between the parties hereto), then PROJECT SPONSOR shall, within one (1) year after PROJECT completion, reimburse ALAMEDA CTC for ALAMEDA CTC Share of the Fair Market Value of any property determined to be “excess property”.
c. If the PROJECT begins construction within five (5) years after the effective date of this AGREEMENT (as such deadline may be extended by agreement between the parties hereto), then except as provided in subparagraph (d) below, no reimbursement is due with respect to any property interest acquired for the project using ALAMEDA CTC ADMINISTERED FUNDS if the entirety of the acquired property is required for the PROJECT.
d. If PROJECT SPONSOR anticipates receiving net revenues (i.e., rental or other income generated by the property, less reasonable costs for insurance, maintenance and related items) from any property acquired using ALAMEDA CTC ADMINISTERED FUNDS, PROJECT SPONSOR shall notify ALAMEDA CTC on how PROJECT SPONSOR will use such revenue to offset other project costs, and document such revenue separately in project reimbursement requests.
e. If PROJECT is suspended, PROJECT SPONSOR shall pay all property management costs.
f. Property that is required for the PROJECT and acquired wholly or in part with ALAMEDA CTC ADMINISTERED FUNDS shall be available for PROJECT construction within ten (10) years of ALAMEDA CTC reimbursement to the PROJECT SPONSOR. If, after ten (10) years, PROJECT has not been completed, PROJECT SPONSOR shall reimburse ALAMEDA CTC Share of the fair market value of the property, based on the net proceeds from the sale of the property or an appraisal of the property conducted at no cost to ALAMEDA CTC, within one (1) year after the expiration of this ten (10) year period.
16. If condemnation procedures are required to obtain possession to Right-of-Way, ALAMEDA CTC will consider the required deposit as an eligible cost and reimburse the PROJECT SPONSOR upon request.
PROJECT SPONSOR shall submit documentation of the final order of condemnation settlement within ninety (90) days after the date of the court recording of the final order of condemnation. If the amount of ALAMEDA CTC reimbursement to the PROJECT SPONSOR is higher than ALAMEDA CTC Share of the DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
2021 PFA Version
amount of settlement in the final order of condemnation, the PROJECT SPONSOR shall pay ALAMEDA CTC the difference between the amount reimbursed and ALAMEDA CTC Share of the amount settled plus ALAMEDA CTC Share of the interest accrued to the deposit account within one (1) year of the final order of condemnation.
17. PROJECT SPONSOR shall not initiate condemnation of any property until full funding for the construction of the PROJECT has been secured.
18. Reimbursement to PROJECT SPONSOR by ALAMEDA CTC for PROJECT Right-of-Way is limited to the following (and net of any relocation payments provided by other sources):
a. The cost to purchase all real property required for the PROJECT free and clear of liens and/or conflicting easements, including the costs for preparation of documents, negotiations and legal services.
b. The cost of damages to owners of the remainder of real property not actually taken but injuriously affected by PROJECT.
c. The cost of relocation payments and services provided to owners and occupants pursuant to the appropriate State laws and regulations when the PROJECT displaces an individual, family, business, farm operation or nonprofit organization.
d. The cost of demolition and/or the sale of all improvements on the right-of-way. Proceeds from the sale of any such improvements shall be credited to the PROJECT and used to offset PROJECT costs.
e. The cost of all unavoidable utility relocation, protection or removal necessary for the completion of the PROJECT.
f. The cost of all necessary hazardous material and hazardous waste treatment, encapsulation or removal and protective storage for which PROJECT SPONSOR accepts responsibility and where the actual generator cannot be identified and recovery made.
19. If PROJECT SPONSOR materially breaches this AGREEMENT, including but not limited to failing to deliver the PROJECT within the schedule defined by this AGREEMENT without compelling reason, failing to file required progress reports in the time specified by this AGREEMENT, or failing to comply with applicable regulations, ALAMEDA CTC may either terminate this AGREEMENT or suspend payments to PROJECT SPONSOR until such time as PROJECT SPONSOR makes reasonable efforts to comply with this AGREEMENT.
20. Neither ALAMEDA CTC, nor its governing body or any officer, consultant, or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by PROJECT SPONSOR in connection with the PROJECT. It is also understood and agreed, pursuant to Government Code Section 895.4, PROJECT SPONSOR shall fully defend, protect, indemnify and hold harmless ALAMEDA CTC, its governing body, and all its officers, employees, agents, representatives, and successors-in- DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
2021 PFA Version
interest, against any and all liability, loss, expense, including reasonable attorneys’ fees, or claims for injury (as defined in Government Code Section 810.8) or damages occurring by reason of anything done or omitted to be done by PROJECT SPONSOR in connection with PROJECT, including the performance of the PROJECT or operation or use of the equipment that is subject to this AGREEMENT. If TFCA funds are obligated by this AGREEMENT, PROJECT SPONSOR shall also fully defend, protect, indemnify and hold harmless BAAQMD, its governing body, and all its officers, employees, agents, representatives, and successors-in-interest, from any liability imposed on BAAQMD for injury (as defined in Government Code Section 810.8) occurring by reason of anything done or omitted to be done by PROJECT SPONSOR in connection with PROJECT.
21. Neither PROJECT SPONSOR, nor its governing body or any officer, consultant, or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by ALAMEDA CTC under or in connection with any work, authority or jurisdiction delegated to ALAMEDA CTC under this AGREEMENT. It is also understood and agreed, pursuant to Government Code Section 895.4, ALAMEDA CTC shall fully defend, protect, indemnify and hold harmless PROJECT SPONSOR, its governing body, and all its officers, employees, agents, representatives, and successors-in-interest, against any and all liability, loss, expense, including reasonable attorneys’ fees, or claims for injury (as defined in Government Code Section 810.8) or damages occurring by reason of anything done or omitted to be done by ALAMEDA CTC in connection with PROJECT, including the performance of the PROJECT or operation or use of the equipment that is subject to this AGREEMENT.
22. Nothing in the provisions of this AGREEMENT is intended to create duties or obligations to or rights in third parties not party to this AGREEMENT. This AGREEMENT gives no rights or benefits to anyone other than ALAMEDA CTC and PROJECT SPONSOR and has no third-party beneficiaries.
23. All legal actions by either party against the other arising from this A GREEMENT, or for the failure to perform in accordance with the applicable standard of care, or for any other cause of action, will be subject to the statutes of limitations of the State of California.
24. Should it become necessary to enforce the terms of this A GREEMENT, the prevailing party shall be entitled to recover reasonable expenses and attorney’s fees from the other party.
25. This AGREEMENT shall terminate upon the Agreement Expiration Date identified in Appendix B: Funds Obligated by this AGREEMENT unless this AGREEMENT is extended by mutual agreement of the parties. Notwithstanding the foregoing, Sections I.7, I.19, III.21 and III.22 shall survive the termination or expiration of this AGREEMENT.
26. This AGREEMENT, including its Recitals and Appendices, constitutes the entire AGREEMENT. This AGREEMENT may be changed only as allowed in Sections III.1 and Section III.2 of this AGREEMENT or by a written amendment executed by both parties.
[Signatures on the next page ]
DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
2021 PFA Version
CITY OF ALAMEDA
(PROJECT SPONSOR)
ALAMEDA COUNTY
TRANSPORTATION COMMISSION
(ALAMEDA CTC)
By: By:
Eric Levitt Date
City Manager
Tess Lengyel Date
Executive Director
Recommended
By:
Gary Huisingh Date
Deputy Executive Director of
Capital Projects
Reviewed as to Budget/Financial Controls:
By:
Patricia Reavey Date
Deputy Executive Director of
Finance and Administration
Approved as to Legal Form:
Approved as to Legal Form:
By:
By:
Celena Chen Date
Legal Counsel to CITY OF ALAMEDA
Wendel Rosen LLP Date
Legal Counsel to ALAMEDA CTC
DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 9/22/20219/27/2021
10/1/2021
10/1/2021
10/15/2021
10/15/2021
Alameda CTC Agreement No. A18-0058
Project No. 1484000
2021 PFA Version
LIST OF APPENDICES
APPENDIX A: PROJECT CONTROL INFORMATION
Appendix A-1 Project Description
Appendix A-2 Project Scope Detail by Phase
Appendix A-3 Project Milestone Schedule
Appendix A-4 Project Cost Estimate Summary by Phase and Fund Source Appendix A-5 Project Funding Summary by Phase and Reimbursement Ratio Appendix A-6 Project Phase Cost Detail
APPENDIX B: ALAMEDA CTC ADMINISTERED FUNDS OBLIGATED BY THIS AGREEMENT
APPENDIX C: ALAMEDA CTC REQUEST FOR REIMBURSEMENT AND REPORTING REQUIREMENTS
APPENDIX D: LOCAL BUSINESS CONTRACT EQUITY PROGRAM REQUIREMENTS
APPENDIX E: DELIVERABLES AND DUE DATES
APPENDIX F: PROJECT PERFORMANCE MEASURES
APPENDIX G: TRANSPORTATION FUND FOR CLEAN AIR POLICIES AND REQUIREMENTS Appendix G-1 TFCA Project Number and “Years of Effectiveness” Appendix G-2 BAAQMD-approved TFCA County Program Manager Fund Policies Appendix G-3 Minimum required insurance for TFCA-funded projects Appendix G-4 Reporting Forms to BAAQMD for TFCA-funded projects
Note: Appendix G is only included and attached to this AGREEMENT if TFCA funds are obligated and applicable to AGREEMENT.
DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
Appendix A – Page 1
APPENDIX A
PROJECT CONTROL INFORMATION
Appendix Index
Appendix A-1 Project Description
Appendix A-2 Project Scope Detail by Phase
Appendix A-3 Project Milestone Schedule
Appendix A-4 Project Cost Estimate Summary by Phase and Fund Source Appendix A-5 Project Funding Summary by Phase and Reimbursement Ratio Appendix A-6 Project Phase Cost Detail
DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
Appendix A – Page 2
APPENDIX A-1
PROJECT DESCRIPTION
Project Description:
The project will develop a complete street, improving walking, bicycling, transit and truck access between the Northern Waterfront Priority Development Area (PDA) in Alameda, and Oakland and Fruitvale BART, transforming the street from industrial railroad blight to a best-practices multimodal gateway. These improvements, which will be made to one of only five island crossings, require right-of-way procurement, soils remediation and the installation of new infrastructure and bioretention areas. The project includes these key elements:
1. Acquire 1.43 acres of abandoned Union Pacific Railroad (UPRR) right-of-way along on the northwest side of Tilden Way on either side of Blanding Avenue.
2. Remediate the soil in the former railroad right-of-way, meeting all regulatory agency requirements.
3. Extend Clement Avenue approximately 155 feet to connect to Tilden Way.
4. Build a 1,000 foot multi-modal walking/biking facility, which will be the most eastern segment of the Cross Alameda Trail, connecting the planned Clement Avenue Complete Street to the Miller- Sweeney Bridge. (The Cross Alameda Trail is a four-mile, low-stress, cross island biking and walking facility extending from Alameda Point in the west to the Miller-Sweeney Bridge in the east.) The facility will include sidewalks, plus low-stress bicycling facilities - either Class I or IV - to be built in the former UPRR right of way, which is about 60 feet wide along Tilden.
5. Create a direct, continuous truck route on the new Clement Avenue Extension, between Clement Avenue and Tilden Way, both existing truck routes.
6. Improve bus transit, including by considering a bus queue jump lane in the 60 foot acquired right-of- way along Tilden.
7. Place landscaping throughout this linear property along Tilden Way, as well as rain gardens and required bioretention areas in those areas not used by transportation, such as at the intersection of Broadway/Tilden Way.
8. Install lighting, wayfinding signage, and other street infrastructure to create a safe, complete street.
9. Evaluate roundabouts on Tilden Way to increase safety, reduce delays and enhance gateway features.
The Clement Avenue East Extension/Tilden Way project has been envisioned since at least 2005, when the Cross-Alameda Trail Feasibility Study was completed and adopted by the City Council. The City’s Transportation Element of the General Plan, approved in 2009, references future acquisition of the UPRR right-of-way for a multi-modal corridor, including a continuous truck route on Clement Avenue connecting to Tilden Way and also the Cross-Alameda Trail. In 2009, the City Council approved the Pedestrian Master Plan that lists the Clement Avenue east extension project. In 2010, the City Council approved the Bicycle Plan Update that lists the Clement Avenue east extension project. The Alameda County Transportation Commission's 2012 Countywide Bicycle Plan and Pedestrian Plan show this Clement Avenue corridor as part of its Bicycle Vision Network and Pedestrian Vision System, respectively. More recently, this project was included in the City’s 2018 Transportation Choices Plan.
In 2015, the City began exploring acquiring the UPRR land. Union Pacific announced their intention to abandon and discontinue service and trackage rights in 2016 to the Surface Transportation Board, which allowed for the City to purchase the property in 2021.
DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
Appendix A – Page 3
APPENDIX A-2
PROJECT SCOPE DETAIL BY PHASE
The ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT are to support the project phase(s) identified and described below:
PLANNING/SCOPING
The initial scoping and need for the project to considered complete. As noted in the Project Description section, the project has been envisioned since 2005 and is included in many of the City’s planning documents.
The City will hire a consultant to assess the site and transportation conditions and patterns in detail; survey the property; reach out to all key stakeholders to understand their needs; develop alternatives for the complete streets project; conduct public outreach; and develop a final concept design, to be approved by the City’s Transportation Commission and City Council.
PRELIMINARY ENGINEERING/ENVIRONMENTAL
Concurrent with the Planning Phase, City will finalize the CEQA document, as an Addendum to the EIR prepared for the Transportation Element of the General Plan, which included this project. No NEPA clearance is required, since there are no federal funds on the project.
Starting concurrently with the Planning Phase, the City will utilize an on-call consultant to develop Phase I and Phase II Environmental Site Assessments, to further understand the site conditions and soil remediation needs. As needed, as the project progresses, further soil analysis will be conducted, and the City will work closely with the regulatory body to secure approval of a soil remediation plan.
With an approved concept plan and ownership of the right-of-way, the City will use a consultant to advance the plans from the concept to 60% level. The plans will be reviewed and approved by all relevant City departments and the City will continue working with regulatory agencies, such as BCDC, on required permits.
RIGHT OF WAY - CAPITAL
As noted in the Project Description section, the City began negotiating with UP to acquire the 1.43 acres of abandoned railroad property in 2016, in order to allow the development of the project. Concurrent with the Planning Phase, the City will continue those negotiations to build on the momentum and willingness of UP to sell the property. The City will prepare all necessary documents and acquire the property.
FINAL DESIGN
The City will hire a consultant to take the plans from 60% to 100% PS&E, so that the project will be ready to be put out to bid at the end of this phase. The plans will be reviewed and approved by all relevant City departments and all required permits will be acquired. A construction management firm will be hired to assist with preparations for the construction phase.
DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
Appendix A – Page 4
APPENDIX A-3
PROJECT MILESTONE SCHEDULE
Phase/Milestone
Begin
(Mo/Yr)
End
(Mo/Yr)
Scoping 10/2021 01/2022
Preliminary Engineering/Environmental Studies 11/2021 06/2022 CEQA Approval 05/2022 08/2022
Final Design (Plans, Specifications and Estimate (PS&E)) 07/2022 12/2022 Right-of-Way Acquisition 01/2015 06/2021
DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
Appendix A – Page 5
APPENDIX A-4
PROJECT COST SUMMARY BY PHASE AND FUND SOURCE
This Project Cost Summary provides a project funding plan for all Project phases, regardless if funded through ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT.
PHASE
Alameda CTC
Administered Funds Sponsor
Funds
Total
Funding
2014
Measure BB
TEP-26
Planning / Scoping $244,000 $31,609 $275,609
Preliminary Engineering /
Enviro. Studies
$244,000
$31,609
$275,609
Final Design (PS&E) $434,000 $56,194 $490,194
Right-of-Way Capital $1,097,000 $1,057,588
$2,154,588
Construction $6,376,000 $826,000 $7,202,000
Total Funding $8,395,000 $2,003,000 $10,398,000
Notes:
• Total Right-of-Way Capital phase cost identified are for Project Cost Summary informational purposes. The total amount for the Right-of-Way Capital phase listed here exceeds the AGREEMENT’s funding obligations and reimbursement amounts identified on Appendix A-5.
DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
Appendix A – Page 6
APPENDIX A-5
PROJECT FUNDING SUMMARY BY PHASE AND REIMBURSEMENT RATIO (Only Phases Funded with Alameda CTC Administered Funds)
The ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT are to support the project phase(s) identified and described below:
PROJECT FUNDING SUMMARY BY PHASE AND REIMBURSEMENT RATIO PHASE
Alameda CTC
Administered
Funds Matching
Funds
Total
Funding
Reimbursement
Ratio
Percentage 2014
Measure BB
TEP-26
Planning / Scoping $244,000 $31,609 $275,609 88.53%
Preliminary Engineering
/ Enviro. Studies
$244,000
$31,609
$275,609
88.53%
Final Design (PS&E) $434,000 $56,194 $490,194 88.53%
Right-of-Way Capital $1,097,000 $561,000
$1,658,000
66.16%
Total Funding $2,019,000 $680,412 $2,699,412
Notes:
• PROJECT SPONSOR shall be reimbursed eligible costs in the percentage of Total ALAMEDA CTC ADMINISTERED FUNDS to Total Funding per the Reimbursement Ratio Percentage for each phase. Each Alameda CTC Administered Fund amount identified is a not-to-exceed amount. The Reimbursement Ratio is defined as ALAMEDA CTC ADMINISTERED FUNDS divided by the Total Funding.
DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
Appendix A – Page 7
APPENDIX A-6
PROJECT PHASE COST DETAIL
This Project Phase Cost Detail summarizes the total cost for each phase with ALAMEDA CTC ADMINISTERED FUNDS obligated in this AGREEMENT.
PROJECT PHASE COST DETAIL
PLANNING/SCOPING 2014 Measure BB
TEP-26
Matching
Funds
Total
Cost
SPONSOR STAFF COSTS
Sponsor Staff Time/Direct Costs $0 $25,609 $25,609
Sub-total Sponsor Staff Cost $0 $25,609 $25,609
CONTRACT COSTS
Contract(s) $244,000 $6,000 $250,000
Sub-total Contract Cost $244,000 $6,000 $250,000
Total Phase Cost $244,000 $31,609 $275,609
PROJECT PHASE COST DETAIL
PRELIMINARY
ENGINEERING/
ENVIRONMENTAL
2014 Measure BB
TEP-26
Matching
Funds
Total
Cost
SPONSOR STAFF COSTS
Sponsor Staff Time/Direct Costs $0 $25,609 $25,609
Sub-total Sponsor Staff Cost $0 $25,609 $25,609
CONTRACT COSTS
Contract(s) $244,000 $6,000 $250,000
Sub-total Contract Cost $244,000 $6,000 $250,000
Total Phase Cost $244,000 $31,609 $275,609
DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
Appendix A – Page 8
PROJECT PHASE COST DETAIL
FINAL DESIGN (PS&E) 2014 Measure BB
TEP-26
Matching
Funds
Total
Cost
SPONSOR STAFF COSTS
Sponsor Staff Time/Direct Costs $0 $38,782 $38,782
Sub-total Sponsor Staff Cost $0 $38,782 $38,782
CONTRACT COSTS
Contract(s) $434,000 $17,412 $451,412
Sub-total Contract Cost $434,000 $17,412 $451,412
Total Phase Cost $434,000 $56,194 $490,194
PROJECT PHASE COST DETAIL
RIGHT OF WAY - CAPITAL 2014 Measure BB
TEP-26
Matching
Funds
Total
Cost
RIGHT OF WAY COSTS
Acquisition $1,097,000 $561,000
$1,658,000
Sub-total ROW Cost $1,097,000 $561,000 $1,658,000
Total Phase Cost $1,097,000 $561,000 $1,658,000
Notes:
• Contracts funded with any combination of Measure B, Measure BB, Vehicle Registration Fee and local funds that do not contain State or federal funds are subject to Alameda CTC’s Local Business Contract Equity Program (refer to Appendix D).
DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
Appendix B - Page 1
APPENDIX B
ALAMEDA CTC ADMINISTERED FUNDS OBLIGATED BY THIS AGREEMENT The following Table B-1 identifies the ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT and establishes a unique allowable start date for each obligated fund source.
TABLE B-1
FUNDS OBLIGATED BY THIS AGREEMENT
AND ALLOWABLE START AND EXPENDITURE DEADLINE DATES
Fund
Source
Fund
Subset Phase
Commission
Approval
Date
Allowable
Start Date
Expenditure
Deadline
Date
Obligated
Amount
2014 MBB TEP-26 Planning/Scoping 4/27/2017 9/01/2017 The Agreement Expiration Date
serves as the
expenditure deadline
date.
$244,000
2014 MBB TEP-26 PE/Enviro. 4/27/2017 9/01/2017 $244,000 2014 MBB TEP-26 PS&E 4/27/2017 9/01/2017 $434,000
2014 MBB TEP-26 ROW 4/27/2017 9/01/2017 $1,097,000
Total Alameda CTC Administered Funds Obligated by AGREEMENT: $2,019,000
Previously Approved
Agreement Expiration Date: December 31, 2020
Revised
Agreement Expiration Date: December 31, 2022
Notes:
1. ALAMEDA CTC reimbursement amounts by fund source for PROJECT shall not exceed the total amount obligated by this AGREEMENT, by fund source.
2. The Commission Approval Date is the date of the meeting at which the Commission approved the allocation.
3. The Allowable Start Date identified for each fund source is the earliest date at which costs eligible for reimbursement by the fund source indicated may be incurred. Any costs incurred on the PROJECT before this date will not be eligible for reimbursement under this AGREEMENT.
4. The Expenditure Deadline Date is the last date by which eligible reimbursable costs may be incurred. Any costs incurred on the PROJECT after this date will not be eligible for reimbursement under this AGREEMENT.
5. The Agreement Expiration Date shall mean and refer to the expiration date of this AGREEMENT.
6. For TFCA funds obligated by this agreement, the Expenditure Deadline Date in the above table is two (2) years from the date when ALAMEDA CTC first received funds from BAAQMD, unless an extended deadline is approved at the time of programming or an extension has been approved by the ALAMEDA CTC. An estimated deadline date is noted in the above table if at the time of this agreement the Alameda CTC has yet to receive funds from BAAQMD. Extended deadlines will be reflected in an amended Table B-1, once approved.
7. For TFCA funds obligated by this agreement, the Commission may approve up to two one-year extensions to the Expenditure Deadline Date. Any additional extensions require approval from both ALAMEDA CTC and BAAQMD.
DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
Appendix B - Page 2
APPENDIX B (CONT.)
Reimbursement of ALAMEDA CTC ADMINISTERED FUNDS obligated by this AGREEMENT shall be in accordance with the Drawdown Limitation Schedule below.
TABLE B-2
ALAMEDA CTC ADMINISTERED FUNDS
REIMBURSEMENT - DRAWDOWN LIMITATION SCHEDULE
No. Fiscal Year Quarter Fund Source Drawdown
Limitation Amount
Cumulative
Drawdown
Limitation Amount
1 18/19 1 2014 MBB $1,102,000 $1,102,000
2 18/19 2 2014 MBB $40,000 $1,142,000
3 19/20 1 2014 MBB $100,000 $1,242,000
4 19/20 2 2014 MBB $121,000 $1,363,000
5 20/21 1 2014 MBB $200,000 $1,563,000
6 20/21 2 2014 MBB $122,000 $1,685,000
7 21/22 1 2014 MBB $250,000 $1,935,000
8 21/22 2 2014 MBB $84,000 $2,019,000
Notes:
1. Fiscal Year (FY) begins July 1 and ends June 30.
2. Quarter 1 begins July 1 and ends September 30; Quarter 2 begins October 1 and ends December 31; Quarter 3 begins January 1 and ends March 31; and Quarter 4 begins April 1 and ends June 30.
3. ALAMEDA CTC shall endeavor to transmit payments to PROJECT SPONSOR following the receipt and approval of a complete Request for Reimbursement(s) submitted by the PROJECT SPONSOR.
4. Actual reimbursements from ALAMEDA CTC to the PROJECT SPONSOR shall not exceed the Cumulative Drawdown Limitation Amount without Alameda CTC’s written approval. Any portion of a reimbursement request, which exceeds the applicable Cumulative Drawdown Limitation without such prior approval by ALAMEDA CTC shall be deferred until the following quarter or until sufficient capacity in the cumulative drawdown limitation amount is achieved.
DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
Appendix C – Page 1
APPENDIX C
REQUEST FOR REIMBURSEMENT AND REPORTING REQUIREMENTS
The below table establishes the required minimum frequency for Requests for Reimbursement and Progress Reports.
Requests for Reimbursements and Progress Reports are required either monthly, quarterly, or semi-annually, as indicated below with an “X”.
REQUEST FOR REIMBURSEMENT AND PROGRESS REPORTING
FREQUENCY AND DUE DATES
Frequency
Required
(as checked)
Minimum Frequency Period Covered Due Dates
☐ Monthly
(once every month)
One month By 30 days following the end
of billed activity
☐
Quarterly
(once every 3 months)
Quarter 1: 7/1– 9/30
Quarter 2: 10/1 – 12/31
Quarter 3: 1/1– 3/31
Quarter 4: 4/1– 6/30
By October 31st
By January 31st
By April 30th
By July 31st
☒
Semi-annually
(once every 6 months)
Quarters 1 & 2: 7/1 – 12/31
Quarters 3 & 4: 1/1 – 6/30
By January 31st
By July 31st
☐
Annually
(TFCA Annual Report)
Fiscal Year: 7/1 – 6/30
By July 31st
☒
Final Request for
Reimbursement
Any work period eligible
under Appendix B.
Must be submitted prior to the
Agreement Expiration Date
Notes:
1. For all projects, the maximum frequency for Requests for Reimbursement is one (1) per month.
2. If no costs were incurred during the reporting period, a progress report for the corresponding period is still required.
3. TFCA funding requires annual reporting to BAAQMD in addition to the minimum required frequency for Alameda CTC progress reports and invoices.
4. Requests for Reimbursement must be submitted prior to the Agreement Expiration Date in order to be eligible for reimbursement.
REQUEST FOR REIMBURSEMENT AND REPORTING FORMS
Any PROJECT SPONSOR awarded ALAMEDA CTC Administered Funds shall use the following forms included in the link below for progress reporting, final reporting, request for reimbursements, and requests for amendments to this funding agreement. Note that the format and required content of these forms is subject to change.
List of Downloadable Forms: https://www.alamedactc.org/funding/reporting-and-grant-forms/
1. Request for Reimbursement (RFR) Form
2. Alameda CTC Progress Report Form
3. Alameda CTC Final Report Form
4. Transportation Fund for Clean Air Program Reporting Forms (Interim and Final Report)
5. Amendment Request Form
DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
Appendix D – Page 1
APPENDIX D
LOCAL BUSINESS CONTRACT EQUITY PROGRAM REQUIREMENTS
As noted in Section I.14, PROJECT SPONSOR is obligated to comply with all applicable provisions of the Alameda CTC Local Business Contract Equity (LBCE) Program, incorporated herein by reference as if attached hereto.
LBCE Program Substitution: The LBCE Program allows substitution of Alameda CTC’s program if a sponsor agency’s local preference program has been approved in writing by the Alameda CTC’s LBCE Liaison Officer. This approval letter from Alameda CTC shall be attached as part of Appendix D.
The following resources are available to guide Project Sponsors through the LBCE Program requirements for procurement and contracting processes:
• Sample template language for professional and construction services is available from ALAMEDA CTC’s website: https://www.alamedactc.org/get-involved/contract-equity
• Prime and Subconsultant/Subcontractor Local Business Enterprise, Small Local Business Enterprise and Very Small Local Business Enterprise Utilization Form: https://www.alamedactc.org/get- involved/contracting-forms/
• The LBCE Program Guidelines, available at the above link, includes a Project Sponsor Responsibility Checklist. Appendix B of the LBCE Program Guidelines identifies the Responsibilities of Sponsor Agencies.
• Direct inquiries about the LBCE Program to ALAMEDA CTC’s LBCE Liaison Officer:
Seung Cho
Director of Procurement and Information Technology
Alameda County Transportation Commission
Email: [email protected]
Phone: (510) 208-7472
DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
Appendix E - Page 1
APPENDIX E
DELIVERABLES AND DUE DATES
Project Deliverables and Due Dates: The Deliverables and Due Dates table below shows deliverables and due dates, if any, for the phases listed in Appendix A-2 Project Phase Descriptions that contain ALAMEDA CTC ADMINISTERED FUNDS.
Deliverables and Due Dates
No. Deliverable
Deliverable
Due Date to
Alameda CTC
1 Executed agreement(s) for contracted project work August 31, 2018 2 Proof of Purchase of ROW July 31, 2021
3 Progress Report: July to December, 2021 January 31, 2022 4 Copy of Final Concept Plan January 31, 2022
5 Progress Report: January to June, 2022 July 31, 2022
6 Draft Environmental Document, Final Environmental
Document (Addendum to the January 2009 EIR)
August 31, 2022
7 Copy of Phase II ESA August 31, 2022
8 Copy of Final Design (100% PSE) By the Agreement
Expiration Date
9 Final Invoice By the Agreement
Expiration Date
10 Final Report By the Agreement
Expiration Date
Note:
• Per Section III.19 of AGREEMENT, Alameda CTC may withhold payment of reimbursement requests until past due deliverables are received and approved.
DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
Appendix F – Page 1
APPENDIX F
PROJECT PERFORMANCE MEASURES
Project Performance Measures: The Project Performance Measures and Targets describes what outcome- based performance measure(s) the PROJECT SPONSOR plans to evaluate to ensure that the project/program is meeting its objectives.
Appendix F is Not Applicable.
DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982 Alameda CTC Agreement No. A18-0058
Project No. 1484000
Appendix G – Page 1
APPENDIX G
TRANSPORTATION FUND FOR CLEAN AIR POLICIES AND REQUIREMENTS
The contents of Appendix G are only included and attached to this AGREEMENT if TFCA funds are obligated and applicable to AGREEMENT.
Appendix Index
Appendix G-1 TFCA Project Number and “Years of Effectiveness” Appendix G-2 BAAQMD-approved TFCA County Program Manager Fund Policies Appendix G-3 Minimum required insurance for TFCA-funded projects Appendix G-4 Reporting Forms to BAAQMD for TFCA-funded projects
DocuSign Envelope ID: DCF5F796-F67F-4CAB-A344-0F1409FB2982