FAIRFAX TOWN COUNCIL MEETING
STAFF REPORT
MEETING DATE April 15, 2026
PREPARED FOR Mayor and Town Council
PREPARED BY Kristin Arnold, P.E. Public Works Director
SUBJECT Adopt a Resolution Authorizing the Town Manager to Enter into a Shared Services Agreement and a Memorandum of Understating with the Town of San Anselmo for the Slurry Seal Project Not to Exceed $500,000; Authorizing Reimbursement to the Town of San Anselmo; Authorizing the Town of San Anselmo to Act as Lead Agency for Bidding, Award, and Contract Administration; Approving the Project; and Finding the Project Categorically Exempt from CEQA
RECOMMENDATION
Town staff recommends that the Town Council authorize the Town Manager to enter into a Shared Services Agreement and a Memorandum of Understating with the Town of San Anselmo in an amount not to exceed $500,000; authorize reimbursement to the Town of San Anselmo for project costs in an amount not to exceed $500,000; authorize the Town of San Anselmo to act as lead agency for bidding, award, and contract administration of the Slurry Seal Project; approve the Slurry Seal Project; and find the project exempt from CEQA.
BACKGROUND
A five-year paving program was developed and presented to Council on January 24, 2024. The program includes a preventative maintenance component. Preventative maintenance activities include crack sealing and slurry sealing, which are performed on streets in good condition to extend pavement life. The Pavement Condition Index (PCI) is a rating from 1 to 100 based on an inspection of pavement conditions and distress types. Slurry seal is typically applied to streets with a PCI between 70 and 90. However, based on visual inspection, certain streets may be appropriate candidates for slurry seal even if the PCI falls below this range.
Slurry seal typically costs about one-tenth the cost of repaving a street. Ideally, a newly paved street will be slurry sealed every 5 to 7 years (up to three times), then allowed to deteriorate to a PCI of approximately 55 to 65, followed by a thin pavement overlay. Given limited funding, most agencies do not have the ability to repave streets at a PCI of 65 when other portions of the network are in significantly worse condition. One of the most effective ways to maximize the value of pavement maintenance funding is to preserve streets in good condition through slurry sealing while prioritizing more deteriorated streets for overlays or reconstruction.
DISCUSSION
Town staff has been working with the Town of San Anselmo to develop a Fiscal Year 2026–2027 (FY 26–27) Slurry Seal Project. After reviewing prior slurry seal project plans, conducting site visits, and
evaluating upcoming construction projects, staff developed a list of streets for the FY 26–27 Slurry Seal Project shown below in Table 1.
Table 1 – FY 26-27 SLURRY PROJECT
Road Name Begin Location End Location
ARROYO RD LOWER SCENIC RD SPRUCE RD
AZALEA AVE BROADWAY SEQUOIA RD
BELLE AVE PASTORI AVE TOWN LIMITS
BELMONT AVE KENT AVE TOWN LIMITS
CANYON RD CASCADE DR END
CASCADE DR LAUREL DR MEADOW WAY
CASCADE DR MEADOW WAY CANYON RD
CASCADE DR CANYON RD END
COOLIDGE AVE BELMONT AVE BELLE AVE
SHEMRAN CT SIR FRANCIS DRAKE BLVD NORTH TO DEAD END
BOTHIN RD MARIN AVE END
CRESCENT CIR OAK TREE LN END
FRUSTUCK AVE PARK RD WRENDEN AVE
GLEN DR SIR FRANCIS DRAKE BLVD END
MANOR RD LOWER SCENIC RD TAMALPAIS RD
MANOR RD MARIN AVE OLEMA RD
MARIN RD OLEMA RD MANOR RD (AROUND CIR)
MARIN RD MANOR RD (TOP OF CIR) SIR FRANCIS DRAKE BLVD
MURIEL PL LOWER SCENIC RD END
OAK TREE LN SIR FRANCIS DRAKE BLVD END
PINE DR LAUREL DR END
SIR FRANCIS
DRAKE BLVD
PASTORI AVE TOWN LIMIT
SCENIC RD AZALEA AVE ACACIA RD
SEQUOIA RD LOWER SCENIC RD SPRUCE RD
WESTBRAE DR OLEMA RD OLEMA RD
WRENDEN AVE PARK RD FRUSTUCK AVE
Town staff and the Town of San Anselmo have developed a plan to jointly bid the slurry seal projects.
This approach provides several benefits, including reduced mobilization costs, more efficient use of shared staff resources, elimination of duplicative efforts, and economies of scale that may result in more competitive bids. For Fairfax, this approach also provides additional staff capacity to deliver a project that may otherwise be constrained by limited staff availability. Fairfax will also benefit from use of San Anselmo’s staging area, which accommodates the large stockpile space required for slurry seal operations.
Two agreements are required to implement this approach: a Shared Services Agreement and a Memorandum of Understanding (MOU). The Shared Services Agreement establishes the framework for
jointly administering the project, including bidding and contract execution. The MOU authorizes Fairfax to utilize San Anselmo staff and defines the terms of that arrangement. The MOU is currently in draft form and undergoing review. San Anselmo and Fairfax have agreed that costs under the MOU will not exceed $25,000.Under the proposed Shared Services Agreement, San Anselmo will incorporate Fairfax’s project into a single bid package. San Anselmo will act as the lead agency for the project and will manage the bid process, including bid opening, contract award by the San Anselmo Town Council, and contract administration, in coordination with Fairfax staff. Fairfax staff will provide inspection and coordination for work within Town limits. Fairfax will reimburse San Anselmo for project costs in an amount not to exceed $500,000, including construction, construction management, and crack sealing. The estimated project cost breakdown is as follows:
Construction Contract = $400,000
Crack Sealing = $30,000
Construction Management Services = $15,000
MOU for San Anselmo Staff Time = $25,000 (not to exceed) Contingency = $30,000
Total Project Cost Estimate = $500,000
To proceed with the Project, staff recommends that the Town Council authorize the Town Manager to:
1) Enter into a Shared Services Agreement and MOU with the Town of San Anselmo in an amount not to exceed $500,000.
2) Authorize reimbursement to the Town of San Anselmo for project costs in an amount not to exceed $500,000.
3) Authorize the Town of San Anselmo to act as lead agency for bidding, award, and contract administration of the Slurry Seal Project.
4) Approve the Slurry Seal Project.
5) Find the project categorically exempt from CEQA pursuant to CEQA Guidelines Section 15301 (Class 1) [14 Cal. Code Regs. § 15301].
ENVIRONMENTAL REVIEW
The Town finds this project to be categorically exempt from the requirement for the preparation of environmental documents under the California Environmental Quality Act (CEQA) under CEQA Guidelines Section 15301 Class 1, because it involves maintenance of existing streets, will not create additional automobile lanes and involves negligible or no expansion of use. (14 Cal. Code Regs. § 15301). None of the exceptions to this Class 1 categorical exemption apply in this instance (14 Cal. Code Regs. § 15300.2). Specifically, successive projects of the same type in the same location will not cause significant cumulative impacts, as there are no successive projects planned at this time. There are no unusual circumstances presented by this project and the project will not result in damage to scenic resources within a designated state scenic highway. Finally, the project will not cause a substantial adverse change in the significance of a historical resource, as no historical resources will be impacted.
COMMUNITY OUTREACH
In coordination with Fairfax Town staff, the Town of San Anselmo will assist with notifying residents of the project schedule at least two weeks in advance of the work. The contractor will also notify residents of temporary parking restrictions, including when parking will not be allowed during construction.
FISCAL IMPACT
The Slurry Seal Project costs are included in the Draft FY26-27 budget, and will be funded under project 53-887 Street Resurfacing and Repair. Funds will primarily come from Transportation Authority of Marin (TAM) Measure A/AA, and $45,000 will come from a TAM Safe Pathways to School Grant to refresh the sharrows along the portion of the Bike Spine that will be slurry sealed.
ATTACHMENTS
A. Resolution
B. Slurry Seal Project Map
C. Shared Services Agreement
Town of Fairfax ATTACHMENT A
Resolution No. 26
RESOLUTION
A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF FAIRFAX
AUTHORIZING THE TOWN MANAGER TO ENTER INTO A SHARED SERVICES
AGREEMENT AND MEMORANDUM OF UNDERSTANDING WITH THE TOWN OF SAN ANSELMO FOR THE SLURRY SEAL PROJECT NOT TO EXCEED $500,000; AUTHORIZING REIMBURSEMENT TO THE TOWN OF SAN ANSELMO; AUTHORIZING THE TOWN OF SAN
ANSELMO TO ACT AS LEAD AGENCY FOR BIDDING, AWARD, AND CONTRACT ADMINISTRATION; APPROVING THE PROJECT; AND FINDING THE PROJECT
CATEGORICALLY EXEMPT FROM CEQA
WHEREAS, the Town of Fairfax maintains a pavement network that requires ongoing maintenance and preservation to ensure safe and reliable roadway conditions, and has developed a five-year paving program that includes preventative maintenance strategies, such as slurry sealing, to extend pavement life; and
WHEREAS, Town staff has identified streets suitable for slurry seal treatment as part of the Fiscal Year 2026–2027 Slurry Seal Project (Project); and WHEREAS, the Town of Fairfax and the Town of San Anselmo desire to collaborate on their respective slurry seal projects to achieve cost savings and efficiencies through economies of scale, reduced mobilization costs, and shared staff resources; and WHEREAS, the Town of San Anselmo will act as the lead agency for the Project and will manage the bidding process, including bid opening, contract award, and contract administration, in coordination with Town of Fairfax staff; and WHEREAS, the Town of Fairfax and the Town of San Anselmo have negotiated a Shared Services Agreement outlining the roles, responsibilities, and cost-sharing for the Project; and
WHEREAS, the Town of Fairfax and the Town of San Anselmo are preparing a Memorandum of Understanding (MOU) for shared staff services, with costs for San Anselmo staff time not to exceed $25,000
WHEREAS, the total project cost for the Town of Fairfax portion of the Project shall not exceed $500,000, including construction, construction management, crack sealing, and contingency, and pursuant to the Shared Services Agreement, the Town of Fairfax will reimburse the Town of San Anselmo for project costs in an amount not to exceed $500,000; and
WHEREAS, the Project qualifies as a Class 1 categorical exemption under the CEQA Guidelines (14 Cal. Code Regs. § 15301) because it consists of maintenance of existing public facilities involving negligible or no expansion of use; and Town of Fairfax ATTACHMENT A
Resolution No. 26
WHEREAS, none of the exceptions set forth in CEQA Guidelines Section 15300.2 apply to the Project.
NOW, THEREFORE, BE IT RESOLVED that the Town Council of the Town of Fairfax hereby:
1. Authorizes the Town Manager to execute the Shared Services Agreement and MOU with the Town of San Anselmo, in a form approved by the Town Attorney.
2. Authorizes reimbursement to the Town of San Anselmo for Project costs in an amount not to exceed $500,000.
3. Authorizes the Town of San Anselmo to act as lead agency for the Project, including bidding, contract award, and contract administration.
4. Approves the Fiscal Year 2026–2027 Slurry Seal Project.
5. Finds that the Project is categorically exempt from CEQA pursuant to CEQA Guidelines Section 15301 (Class 1), and that none of the exceptions in Section 15300.2 apply.
PASSED, APPROVED, AND ADOPTED by the Town Council of the Town of Fairfax on this 15th day of April 2026, by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST
_____________________________________ ____________________________________
STEPHANIE HELLMAN CHRISTINE FOSTER
MAYOR DEPUTY TOWN CLERK
ATTACHMENT B
ATTACHMENT C
FUNDING AGREEMENT BY AND BETWEEN TOWN OF SAN ANSELMO AND TOWN OF FAIRFAX
TO SHARE CONSTRUCTION COSTS FOR THE SLURRY SEAL PROJECT This Agreement is by and between Town of San Anselmo (hereinafter “TSA”) and the Town of Fairfax (hereinafter “TOF”), collectively referred to as the “Parties.” The 2026 Slurry Seal Project (TSA Project #2026SS) shall also be referred to as the “Project” and/or “Slurry Seal Project.” This Agreement becomes effective on the date the Parties fully execute it.
The Parties hereby agree as follows:
1. PARTY REPRESENTATIVES
A. TSA. The Town Manager is the TSA representative authorized to enter into this the Agreement. TSA designated its Public Works Director as the PROJECT MANAGER for TSA. The TSA PROJECT MANAGER supervises all progress, including the subsequent completion of the Slurry Seal Project described in this Agreement.
B. TOF. The Town Manager is the TOF representative authorized to enter into this Agreement. TOF designated its Public Works Director as the PROJECT MANAGER for TOF. The TOF PROJECT MANAGER supervises all aspects and progress described in this Agreement.
2. SERVICES AND COMPENSATION
A. TSA and TOF will both be impacted by the SLURRY SEAL PROJECT, which will include installation of slurry seal on streets and within both towns, mobilization, traffic control, roadway striping and other required work elements included in the project scope of work.
B. TSA and TOF agree to share the construction costs for the SLURRY SEAL PROJECT (“Construction Project”) pursuant to the bid items and quantities listed in the bid package for the project, described in Exhibit A, attached hereto, and referred herein as: “Scope of Services.”
C. TSA will perform the serices described in Exhibit A, attached hereto, and referred herein as: “Scope of Services.”
D. TSA will pay all Construction Project related invoices, and then invoice TOF as described in Exhibit A, attached hereto, and referred herein as: “Scope of Services”.
TOF agrees to budget sufficient funds to reimburse TSA for Construction Project invoices for work performed as described in Exhibit A.
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3. TERMINATION
A. Termination Without Cause. Prior to award of bid as described in Exhibit A, either Party may terminate this Agreement without cause by providing the other party with either mailed or personally delivered notice.
B. Termination for Cause. Either Party may terminate this Agreement for cause upon fifteen (15) days’ written notice either mailed or personally delivered to the other Party. If the other Party does not cure or correct the proposed termination’s cause to the reasonable satisfaction of the noticing Party within fifteen (15) days of receipt of the notice, the Agreement terminates.
C. Effect of Termination. Upon receipt of notice of termination, neither Party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other Party except as provided in Section D herein.
4. OWNERSHIP OF DOCUMENTS
The documents and materials either Party prepares regarding the Agreement’s performance shall be the joint property of both Parties. Each Party has use of said property for any purpose, including projects this Agreement does not contemplate.
5. INSPECTION AND AUDIT
After either Party gives reasonable notice for inspection and audit to the other Party, the Party receiving the inquiry shall make available all documents and materials related to the performance of his/her duties under this Agreement. Both Parties shall fully cooperate with each other or his/her agent in any such audit or inspection.
6. ASSIGNABILITY
Each Party agrees not to assign or transfer any interest in, or any required performance obligations of, this Agreement without the prior written consent of the other Party.
7. INSURANCE
Both Parties shall not commence work under this Agreement until each Party has obtained all insurance required hereunder from insurance providers acceptable to both Parties. Each Party shall maintain, prior to the beginning of, and for the duration of this Agreement, insurance coverage as specified in Exhibit B attached hereto and incorporated herein as though set forth in full.
8. INDEMNIFICATION
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A. TSA agrees to indemnify, defend, protect, hold harmless, and release TOF, their elected bodies, agents, officers and employees from and against any and all claims, losses, proceedings, damages, causes of action, liability, costs, or expense (including attorneys’ fees and witness costs) arising from or in connection with, or caused solely by any negligent act or omission or willful misconduct of the TSA. This indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages or compensation payable to or for the indemnifying party under workers’ compensation acts, disability benefit acts, or other employee benefit acts.
B. In preparing and executing the Project Construction contracts, TSA shall require their contractors to indemnify the Parties and their respective elected bodies, agents, officers and employees from and against any and all liability, loss, damage, expense, costs (including, without limitation, attorney's fees and costs of litigation) of any nature arising out of or in connection with their agreement with TSA.
C. TOF agrees to indemnify, defend, protect, hold harmless, and release the TSA, their elected bodies, agents, officers and employees from and against any and all claims, losses, proceedings, damages, causes of action, liability, costs, or expense (including attorneys’ fees and witness costs) arising from or in connection with, or caused solely by any negligent act or omission or willful misconduct of TOF.
This indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages or compensation payable to or for the indemnifying party under workers’ compensation acts, disability benefit acts, or other employee benefit acts.
D. The obligations of this Section 8 shall survive termination of this Agreement.
9. NONDISCRIMINATION
Neither Parties shall discriminate in any way against any person on the basis of age, sex, race, color, religion, ancestry, national origin, or disability in connection with or related to this Agreement’s performance.
10. COMPLIANCE WITH ALL LAWS
Both Parties shall observe and comply with all applicable federal, state, and local laws, ordinances, codes, and regulations, in the performance of their duties and obligations under this Agreement. Both Parties shall perform all services in the Agreement pursuant to the laws as listed above. Both Parties shall release, defend, indemnify, and hold harmless each other, their officers, agents, and employees from any and all damages, liabilities, penalties, fines, and/or all other consequences that result from noncompliance or violation of any of the above laws.
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11. NO THIRD PARTY BENEFICARIES
TSA and TOF do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party.
12. NOTICES
All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and delivered personally or deposited with the United States Postal Service, postage prepaid, addressed to the Parties intended to be notified. Notice is given as of the personal delivery date or, if mailed, the date of deposit with the United States Postal Service.
Notice shall be given as follows:
To TSA: Town of San Anselmo
Attn: Sean Condry, Director of Public Works
525 San Anselmo Avenue
San Anselmo, CA 94960
To TOF: Town of Fairfax
Attn: Kristin Arnold, Director of Public Works
142 Bolinas Road
Fairfax, CA 94930
13. INDEPENDENT CONTRACTOR
For this Agreement’s purpose and duration, and to the express intention and agreement of the Parties, each of their officers, agents, and employees, shall act as Independent Contractors and not as the employees of the other Party.
14. ENTIRE AGREEMENT – AMENDMENTS
A. This Agreement’s terms and conditions, its attached exhibits, and all documents expressly incorporated by reference, represent the Parties’ entire Agreement regarding the Agreement’s subject matter.
B. This Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between TSA and TOF.
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C. No other agreement, promise, or statement, written or oral, relating to this Agreement’s subject matter, shall be valid or binding, except by way of a written amendment to this Agreement.
D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by TSA and TOF.
E. If any conflict arises between the Agreement’s terms and conditions and 1) the Attached Exhibits’ terms and conditions; or, 2) the documents expressly incorporated by reference, the Agreement’s terms and conditions control.
15. WAIVERS
The waiver by either Party of any breach or violation of any term, covenant, or condition of this Agreement, or of any ordinance, law, or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law, or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law, or regulation. The subsequent acceptance by either Party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other Party of any term, condition, or covenant of this Agreement, or any applicable law, ordinance, or regulation.
16. APPLICABLE LAW
The laws of the State of California shall govern this Agreement.
17. PERFORMANCE
Each Party shall, at all times, faithfully, competently, and to the best of its ability, experience, and talent, perform and meet all of its obligations under this Agreement.
Each Party shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services.
18. UNDUE INFLUENCE
Both Parties declare and warrant that no undue influence or pressure is used against, or in concert with, any officer or employee of the other Party in connection with this Agreement’s award, terms, or implementation, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of either Party will receive compensation, directly or indirectly, from the other Party, or from any officer, employee or agent of either Party, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling both Parties to any and all remedies at law or in equity.
19. NO BENEFIT FOR LOCAL EMPLOYEES
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No member, officer, or employee of either Party, nor their designees or agents, nor any public official who exercises authority over, or has responsibility for, this Agreement shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be performed in connection with this Agreement during his/her tenure or for one year thereafter.
20. RELEASE OF INFORMATION/CONFLICTS OF INTEREST
A. Subject to applicable law, including but not limited to the Public Records Act, all information either Party gains in this Agreement’s performance shall be considered confidential; the information shall not be released without both Parties’ prior written authorization. The Parties, their officers, employees, agents, or subconsultants, shall not, without written authorization from both the Town Managers or unless requested by either of the Town Attorneys, voluntarily provide declarations, letters of support, deposition testimony, response to interrogatories, or other information concerning this Agreement’s performance or relating to any project or property located within either town. Response to a subpoena or court order shall not be considered "voluntary" unless either Party gives the other notice of same.
B. Should either Party, or its officers, employees, agents, or sub-consultants, be served with any of the following, the Party will notify the other Party immediately:
summons, complaint, subpoena, deposition notice, request for documents, interrogatories, request for admissions, or other discovery request, court order, or subpoena from any person or Party regarding this Agreement’s terms or with respect to any project or property located within either town. Both Parties retain the right, but neither has the obligation, to represent the other Party and/or be present at any deposition, hearing, or similar proceeding. Both Parties agree to cooperate fully with each other and to provide review opportunities to any discovery request responses provided by either Party. However, the Parties’ rights to review any such response does not imply or include the right to control, direct, or rewrite said response.
21. LICENSES
At all times during this Agreement’s term and while performing its services, both Parties shall have the required legal licenses in full force and effect.
22. AUTHORITY TO EXECUTE THIS AGREEMENT
In executing this Agreement, each Party warrants and represents that s/he has the authority to do so on the Party’s behalf and has the authority to bind the Party to the Agreement’s performance terms. The Parties entering into this Agreement warrant and represent they are in full compliance with local, state and/or federal law. Town Council approval is required before either Party can execute this Agreement.
23. DISPUTE RESOLUTION
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In the event of any claim, dispute, or matter in controversy arising from, or in any way related to, this Agreement between the Parties shall first attempt to resolve the issue through informal telephonic or written communication. If the informal approach does not resolve the matter, both Parties may agree to submit any dispute to mediation before pursuing other legal remedies.
24. ATTORNEY’S FEES
In any action arising out of, or connected with, this Agreement, including any arbitration proceeding, the prevailing party, in addition to any damages, injunctions, or other relief, shall be awarded its costs and expenses, including but not limited to taxable costs and reasonable attorney's fees.
25. INTERPRETATION, SEVERABILITY
(a) Section Headings. The headings used in this Agreement shall be solely for convenience of reference and shall not affect the meaning, construction, interpretation or effect hereof. Whenever the context requires, the masculine includes the feminine and the neuter, and the singular include the plural and conversely. (b) Severability. If any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions hereof, and such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.
IN WITNESS WHEREOF, the Parties hereby agree to the terms set forth above.
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Town of San Anselmo Town of Fairfax
By: __________________________________
Town Manager
By:
Town Manager
Date: Date:
ATTEST: ATTEST:
By: __________________________________
Town Clerk
By: __________________________________
Town Clerk
APPROVED AS TO FORM:
By:__________________________________
Town Attorney
APPROVED AS TO FORM:
By:__________________________________
Town Attorney
38072.00006\44867067.1
Exhibit A
SCOPE OF SERVICES
The Town of San Anselmo (hereinafter “TSA”) and the Town of Fairfax (hereinafter “TOF”) agree that combining their slurry seal construction projects may result in cost savings due to economy of scale. TSA will act as the lead agency in combining the project scopes into one bid package, solicit bids, accept bids, and award the project to the lowest responsible and responsive bidder in accordance with PCC 10126. The bid items within the boundaries of the Town of Fairfax will be included as separate bid items in the project. TOF will inspect work within the boundaries of the Town of Fairfax, and will be responsible for public outreach and notification, as well as inspecting the quality and quantity of the work within the boundaries of the Town of Fairfax.
TOF shall pay each “progress” invoice as soon as reasonably possible but not to exceed a maximum of thirty (30) calendar days.
FURTHERMORE:
TSA will act as lead agency preparing and processing contractor invoices, which will include the work within the Town of Fairfax. Following the payment of each contractor invoice, TSA will prepare an invoice to TOF that will include all work within the Town of Fairfax. The invoice will exclude TSA staff and personnel costs, which will be invoiced to TOF separately pursuant to another shared services agreement. The invoice to TOF will include bid items listed on the TOF portion of bid sheet, at the quantities approved by TOF based upon their inspection and measurement, along with any additional change orders agreed to by TOF and the Contractor.
The Parties agree that TSA’S Town Council will approve the Project design plans prior to bidding, and that upon the agreement of TOF Project Manager, the TSA Council will approve the lowest responsive and responsible bid prior to TSA’s award of the construction contract.
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EXHIBIT B
INSURANCE REQUIREMENTS
TSA and TOF (hereinafter “Parties”) agree to provide insurance in accordance with the requirements set forth herein. If either Party uses existing coverage to comply with these requirements and that coverage does not meet the requirements set forth herein, that Party agrees to amend, supplement or endorse the existing coverage to do so. The following coverage will be provided by both Parties and maintained on behalf of both parties and in accordance with the requirements set forth herein.
Commercial General Liability
Commercial General Liability. Primary insurance shall be at least as broad the Insurance Services Office ("ISO") "Commercial General Liability" policy form CG 00 01. Total limits shall be no less than $1,000,000.00 per occurrence.
Additional Insured. TSA, TOF, their employees and agents shall, by written endorsement, become Additional Insureds on each Town’s policy form CG 00 01 or an approved equivalent at least as broad as ISO form CG 20 10. Coverage applies on a primary, non-contribution basis in relation to any other insurance or self-insurance, primary or excess, available to both Parties or any employee or agent of either Party. Coverage shall not be limited to the vicarious liability or supervisory role of any additional insured.
Products/Completed Operations Coverage. Products/Completed Operations Coverage is required only for construction contracts. Such coverage provides for losses occurring after project completion and Town dedication. The Products/Completed Operations coverage will be maintained for a minimum of five years after project completion.
Commercial Business Auto
Commercial Business Auto. Primary coverage shall be written on a basis at least as broad as ISO Business Auto Coverage form CA 00 01 symbol 1 (Any Auto). Limits shall be no less than $1,000,000.00 per accident. Both Parties and their respective employees and agents will be added by written endorsement as Additional Covered Parties. Starting and ending dates of primary policy (and of the umbrella policy, if applicable) shall be concurrent.
Workers’ Compensation/Employer’s Liability Insurance
Workers’ Compensation/Employer’s Liability Insurance. Coverage shall be written on a policy form providing workers’ compensation statutory benefits as required by law. Employer’s liability limits shall be no less than $1,000,000 per accident or disease. Unless otherwise agreed, this policy shall be endorsed to waive any right of subrogation as respects the both Parties, their employees, or agents.
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TSA and TOF further agree as follows:
1. Nothing contained in this Section shall be construed to affect or alter the legal status of the Agreement’s Parties. This Section’s insurance requirements are intended to be separate and distinct from any other Agreement provision and shall be interpreted as such. The Agreement’s required coverage limits and conditions do not limit coverage, and the required amounts are minimums.
2. All insurance coverage and limits pursuant to this Agreement shall apply to the full extent of the policies involved, available, or applicable. This Agreement, or any other agreement relating to either Party or its operations, does not limit insurance-coverage application.
3. Requirements of specific coverage features or limits contained in this Section do not constrain coverage, limits, or other requirements, or waive any coverage normally provided by any insurance. Specific reference to a given coverage feature is for clarification purposes only; it is not intended by either Party to be all-inclusive, nor does it exclude other coverage or a waiver of any type.
4. For purposes of insurance coverage only, this Agreement is deemed to have been executed immediately upon either Party taking any step toward, or in furtherance of, the performance of this Agreement.
5. All general or auto liability insurance coverage provided pursuant to this Agreement, or any other agreements pertaining to the performance of this Agreement, shall not prohibit either Party or its employees and agents, from waiving the subrogation right prior to a loss.
Both Parties hereby waive all rights of subrogation against each other.
6. Unless otherwise approved by both Parties, insurers authorized to do business in the State of California with a minimum “ AM Best’s” Insurance Guide rating of “A-:VII,” shall write each Party’s insurance. Self-insurance does not comply with the insurance specifications.
7. In the event any insurance policy required under this Agreement fails to comply with the requirements or is canceled and not replaced, each Party has the right, but not the duty, to obtain the insurance it deems necessary. Any premium paid by either Party will be promptly reimbursed by the other Party.
8. Both Parties will provide the required insurance-coverage evidence to each Party’s satisfaction. This evidence includes: certificate(s) of insurance evidencing all coverage required and additional-insured endorsements to each Party’s general liability and umbrella liability policies using ISO form CG 20 10. Certificate(s) are to show that the insurer will provide 30-day notice of any coverage cancellation(s). Both Parties will require that their insurers modify the certificates to: delete any exculpatory wording stating that the insurer’s failure to mail written notice of cancellation imposes no obligation; and, to delete the word “endeavor” with regard to any notice provisions. Both Parties agree to provide complete policy copies to one other upon
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request.
9. Both Parties agree to disclose and approve any liability deductibles or self-insured retentions greater than $50,000.00 prior to commencing any of this Agreement’s Services.
10. Both Parties shall provide proof that the required insurance policies expiring during the Agreement’s terms have been renewed or replaced with other policies that provide minimally the same coverage. The relevant Party will provide proof within 30 days before its coverage expires.
11. Either Party’s or Additional Insured’s actual or alleged failure to obtain the required insurance under this Agreement in no way waives either Party’s or Additional Insured’s right or remedy in this or any other regard.
12. Any subcontractors or other parties hired for this project will purchase and maintain the type of insurance specified above. The third-party policies will name this Agreement’s Parties as additional insureds. Both Parties will obtain certificates evidencing such coverage and will make reasonable efforts to ensure the coverage is provided. Any subcontractor contract, or any contract made by either Party on behalf of the other, will not reserve right to charge back to the other Party any required insurance costs outlined in this Agreement. All agreements with subcontractors, or others with whom each Party contracts with on behalf of the other Party, and all insurance certificates in compliance with this paragraph will be submitted to the other Party for review. Failure of either Party to request certificate copies will not impose any liability on the other Party or its employees.
13. Both Parties agree to provide immediate notice to the other of any claims or losses against them that include the other Party as a defendant. Both Parties assume no obligation or liability by such notice, but both have the right but not the duty to monitor the handling of any such claim(s) likely to involve the other Party.