Richmond City Council
October 17, 2023

October 17, 2023
Human Resources
DATE: October 17, 2023
TO: Mayor Martinez and Members of the City Council
FROM: Shasa Curl, City Manager
Nickie Mastay, Deputy City Manager, Internal Services
Sharrone Taylor, Interim Director of Human Resources
Subject: Amend Staffing (Position Control) and the Salary Schedule, and Appropriate Funds as Required
FINANCIAL IMPACT: There is a fiscal impact for revision to the staffing of the Department of Children and Youth and Grants Division.

The amount is approximately $233,429. The budgetary
impact of the modification to the staffing of the Police Department is approximately $254,433. The reallocation
of the Gardener vacancy to Groundskeeper/Gardener will
yield savings but there is fiscal impact to add the Senior Civil Engineer in the amount of $184,971. All projections are approximations for an eight-month period and the
final fiscal impact will be determined once the vacancies are filled.

PREVIOUS COUNCIL
ACTION:

None

STATEMENT OF THE
ISSUE:

The City Council’s authorization is required to amend
staffing (position control) and appropriate funds.

AGENDA
REPORT
4104

October 17, 2023
RECOMMENDED ACTION: ADOPT a resolution amending staffing (position control) for the Department of Children and Youth, Grants
Division, Engineering, Parks Division, and Police
Department; and APPROPRIATE associated salaries,
wages, and benefits as required – Human Resources
Department (Nickie Mastay/ Sharrone Taylor 510-620-
6602).

DISCUSSION:

In response to the City Council Goals and Priorities as discussed with Henry Gardener on September 27, 2023, this item is being brought forward to increase City staff capacity in alignment with the City Council’s policy direction, while the workforce analysis required by the State Auditor is in progress. As such, we are incrementally adding vital positions to position control to address these high-priority areas.

Richmond Department for Children & Youth Department -- Senior Management Analyst
Due to the increased amount of funding being distributed, the Richmond Department for Children and Youth (RDCY) has recently experienced challenges with expediting payment approvals, conducting site visits, and managing grantee contract entry and execution during the close and initiation of the fiscal years. Adding an analyst position in the RDCY would provide enhanced support on current infrastructure and programmatic elements required by the Charter, including the community needs assessment and strategic investment plan, independent third-party evaluations, and supporting targeted capacity-building opportunities. Furthermore, it would strengthen leadership and guidance for the department and allow for aspirational outreach and engagement to improve service offerings and collaborative partnerships with service providers. The former senior management analyst is now serving as the Grants Project Manager (Project Manager I) for the City, and the expanded role limits the capacity to adequately provide oversight to the RDCY as was the case prior to their promotion.

Based on the department's needs, the department is requesting the flexibility to fill this vacancy with either a Senior Management Analyst or a Management Analyst I/II. There is funding available within the RDCY budget to cover the cost of this position.

Grants Division -- Grants Analyst (Management Analyst I/II) Following the appointment of the Grants Project Manager in May 2023, there has been increased interest in leveraging this position. The Grants Project Manager is currently tracking all the grants awarded in the City by various projects and departments and working to support reporting, award reimbursements, etc. However, there is a desire to expand the opportunity within this role to support greater awareness of grant opportunities, collaboration, support, tracking, facilitation, and reporting of grant 4105

October 17, 2023
opportunities and awards city-wide. Furthermore, following the adoption of the Grant Policy, there is a need to ensure that grants are being managed based on City Council direction and building and supporting collaboration with potential community partners.

To that end, adding a Grants Analyst (Management Analyst I/II) would provide the enhanced capacity to support the desired expansion of grants management, compliance, monitoring, collaboration, and support fund management, enabling expanded project development and service enhancements for the community.

PUBLIC WORKS - PARKS DIVISION
Groundskeeper/Gardener (Parks Division)
The Director of Public Works is requesting the reallocation of the Gardener vacancy to the Groundskeeper/Gardener classification to provide additional support in the vegetation maintenance of the City’s trails, medians, and parks. Once the reallocation is approved, Human Resources will conduct a recruitment, and the position will be filled.

PUBLIC WORKS – ENGINEERING TRAFFIC
Senior Civil Engineer (Traffic)
The Director of Public Works is also requesting a Senior Civil Engineer to oversee the traffic calming plans as directed by the City Council. This position will also oversee installation and maintenance of traffic control devices, street light systems, traffic studies and analysis; traffic impact analysis; and design of traffic signal timing. Once the reallocation is approved, Human Resources will conduct a recruitment, and the position will be filled. It is anticipated that this position may not be fully cost recoverable.

POLICE DEPARTMENT
Police Lieutenant
The Police Department is making significant progress in recruiting and filling vacancies.

However, there is a need to add a Police Lieutenant position due to the unit being understaffed.

POLICE - PARKING ENFORCEMENT
Parking Enforcement Representative
Successful parking enforcement addresses blight created by illegally parked cars, generates revenue, and maintains orderly street parking. There is a need for additional parking enforcement on the City's main thoroughfares and business districts including, but not limited to: 23rd Street, Macdonald Avenue, Cutting Blvd., Barrett Avenue, San Pablo Avenue, Hilltop, Point Richmond, etc. Therefore, one (1) Parking Enforcement 4106

October 17, 2023
Representative position is requested to be added to Position Control for a total of six (6) Parking Enforcement Representatives.

Police Officer Trainee Position Control Correction
The Police Department’s position control requires a correction. One (1) Police Officer Trainee vacancy should be budgeted at the Police Officer level, which will ensure the proper funding exists when the trainee is promoted into the Police Officer classification after completion of the academy. There is no net change to the Full-time Equivalency (FTE) for this correction.

FISCAL IMPACT:

There is no adverse fiscal impact for the reallocation of Gardener to Groundskeeper/ Gardener. There are salary savings due to the Groundskeeper/Gardener's salary range being slightly less than the Gardener's salary range.

The City Council must approve the budget appropriation for the two (2) additional positions in the Department of Children and Youth and Grants Division, one (1) Senior Civil Engineer position in Engineering, the additional (1) Police Lieutenant and (1) Parking Enforcement Representative, and the minimal cost difference between the Police Officer Trainee and the Police Officer in the Police Department. Below is a table that illustrates the fiscal impact based on eight months of salary to allow time for recruitment and onboarding. Below is an estimate, and the actual salary and benefits costs will be determined once the positions are filled.

Job Title Salary (Step 3) and Benefits (@80%)
8 Months - November to June
Management Analyst I/II $109,707
Parking Enforcement Representative $73,235
Police Lieutenant $181,198
Senior Management Analyst $123,722
Senior Civil Engineer $184,971
SUMMARY:

The attached resolution will modify position control in the following manner:

Position Control
Classification Department Unit
Add 1 Senior Management Analyst
or Management Analyst I/II Department for Children and Youth IFPTE Local 21- Mid Management Add 1 Management Analyst I/II Grants Division IFPTE Local 21- Mid Management Add 1 Senior Civil Engineer Engineering IFPTE Local 21 – MidManagement 4107

October 17, 2023
Add 1 Groundskeeper/Gardener Parks Division SEIU Local 1021 – General Employees
Delete 1 Gardener Parks Division SEIU Local 1021 – General Employees
Add 1 Parking Enforcement
Representative Police Department SEIU Local 1021 – General Employees Delete 1 Police Trainee (Exempt)
and Add 1 Police Officer Police Department RPOA – Richmond Police Officers Association Add 1 Police Lieutenant Police Department RPMA – Richmond Police Management Association
City Council approval is required to amend position control and appropriate the necessary funds. City staff recommend approval of the resolution amending position control of the Department of Children and Youth, Grants Division, Engineering Division, and the Police Department. In addition, City staff are requesting an appropriation of the required wages, salaries, and benefits.

DOCUMENTS ATTACHED:

Attachment 1 – Resolution Amending Position Control
4108
RESOLUTION NO. _____

RESOLUTION OF THE COUNCIL OF THE CITY OF RICHMOND, CALIFORNIA AMENDING THE CITY’S POSITION CONTROL LIST
WHEREAS, pursuant to Article IV Section 1(b)(1) of the City Charter, the City Manager has the responsibility to manage all affairs of the City's operations, and appoint employees when necessary for the good service of the City; and WHEREAS, pursuant to City Resolution No. 148-20, the City Manager has the authority to make appropriate administrative changes to the City’s position control list; and WHEREAS, the City Manager has determined that certain amendments to the position control list are necessary to meet the operational needs of the City.

NOW, THEREFORE, BE IT RESOLVED, that the Richmond City Council authorizes the City Manager to modify the position control in order to meet the operational needs of the City; and
BE IT FURTHER RESOLVED, that, effective October 17, 2023, the City’s position control is hereby revised to add the following positions:

Classification Department Bargain Group
Add 1 Senior Management Analyst
or Management Analyst I/II Department for Children and Youth IFPTE Local 21- Mid Management Add 1 Management Analyst I/II Grants Division IFPTE Local 21- Mid Management Add 1 Senior Civil Engineer Engineering IFPTE Local 21 – MidManagement Add 1 Groundskeeper/Gardener Parks Division SEIU Local 1021 – General Employees
Add 1 Parking Enforcement
Representative Police Department SEIU Local 1021 – General Employees Add 1 Police Officer Police Department RPOA – Richmond Police Officers Association
Add 1 Police Lieutenant Police Department RPMA – Richmond Police Management Association
BE IT FURTHER RESOLVED, that, effective October 17, 2023, the City’s position control is hereby revised to delete the following positions:

Classification Department Bargain Group
Delete 1 Gardener Parks Division SEIU Local 1021 – General Employees
Delete 1 Police Trainee (Exempt) Police Department Exempt 4109
-----------
I hereby certify that the foregoing Resolution was passed and adopted by the Council of the City of Richmond at a regular meeting thereof held by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:
_____________________________

CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:
____________________
Mayor
Approved as to form:
____________________
City Attorney
4110

October 17, 2023
Library and Community Services
DATE: October 17, 2023
TO: Mayor Martinez and Members of the City Council
FROM: Kate Eppler, Deputy Director of Community Services – Library
Christopher Larsen, Administrative Librarian
Subject: Contract with Bay Area Tutoring Association for Homework Help Services
FINANCIAL IMPACT: The majority ($150,000) of the proposed expenditure of up to $200,000 is funded by a Fiscal Year (FY) 2023-24
Richmond Fund for Children & Youth grant. The
remaining $50,000 will come from the Library operating
budget (01241055-400201 and 01241055-400212).

Funding from the accounts was originally planned to
support strategic planning and diversity, equity, and
inclusion (DEI) training; however, it was determined that the funding was not needed this FY. In part due to the
timing of the library infrastructure project, the strategic planning process is better suited to begin in FY 2024-25, and a grant is covering DEI training sessions for library staff in FY 2023-24.

PREVIOUS COUNCIL
ACTION:

June 20, 2023

STATEMENT OF THE
ISSUE:

The Richmond Public Library is seeking approval for a
grant-funded contract with the Bay Area Tutoring
Association for homework help services to be provided at Library and Recreation sites.

AGENDA
REPORT
4111

October 17, 2023
RECOMMENDED ACTION: APPROVE a contract with the Bay Area Tutoring Association for homework help services for an amount
not to exceed $200,000, for a term beginning October 17, 2023, and ending June 30, 2024 – Community Services
Department (Kate Eppler 510-620-5452/Christopher
Larsen 510-620-5524).

DISCUSSION:

In early 2023, the Richmond Public Library was awarded a $150,000 grant from the Richmond Fund for Children & Youth for a homework help program to be operated by the Bay Area Tutoring Association (BATA).

Through this partnership, trained tutors from BATA will provide homework help during after-school hours at five Library and Recreation sites in the City of Richmond:
 Main Library
 Bayview Branch Library
 West Side Branch Library
 Shields-Reid Community Center
 May Valley Community Center
Per the contract, BATA will provide homework help services at the above sites for two hours per day, Monday through Thursday. Homework help will continue until the end of the school year in 2024. BATA tutors will provide drop-in assistance in multiple subjects and covering grades Kindergarten through 12th grade, with support for additional languages where possible, including Spanish. BATA will hire, train, and provide oversight of all tutors as well as administrative support and evaluation to operate the homework help program.

BATA is a non-profit educational organization based in Milpitas. It has provided tutoring services at both schools and libraries, including Santa Clara County Library and Alameda County Library.

The program represents a return to in-person homework help, which the Library offered prior to the COVID-19 pandemic.

DOCUMENTS ATTACHED:

Attachment 1 – Contract between City of Richmond and Bay Area Tutoring Association 4112

CITY OF RICHMOND

STANDARD CONTRACT
Department: Project Manager:

Project Manager E-mail: Project Manager Phone No:

PR No: Vendor No: P.O./Contract No:

Description of Services:

The parties to this STANDARD CONTRACT do mutually agree and promise as follows:

1. Parties. The parties to this Contract are the City of Richmond (herein referred to as the “City”) and the following named Contractor:

Company Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No: / Expiration Date:

A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:] ,
[ ] other [specify:]

2. Term. The effective date of this Contract is and it
terminates unless terminated as provided herein.

3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $ . City shall not pay for services that exceed
the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager.

4. Contractor’s Obligations. Contractor shall provide those services and carry out that work described in the Service Plan (Exhibit A) which is attached hereto and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

5. City's Obligations. City shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
4113

6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference.

7. General Conditions. This Contract is subject to the General Conditions (Exhibit D) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note:
other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.)

9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and are incorporated herein by reference.

10. Signatures. These signatures attest the parties' Contract hereto:

CITY OF RICHMOND CONTRACTOR:
a municipal corporation
By:
(* The Corporation Chairperson of the Board,
President or Vice President should sign below)
Title: By:

I hereby certify that this Contract Title:
has been approved by City Council.

Date Signed:

By:

City Clerk
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to form:

By:

By: Title:

City Attorney
Date Signed:
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation
or nonprofit organization, this Contract (1) must
be signed by (a) the Chairperson of the Board,
President or Vice-President and (b) the
Secretary any Assistant Secretary, the Chief
Financial Officer or any Assistant Treasurer.

LIST OF ATTACHMENTS:

Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contract/EJ/TE 9-26-07
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For the Contract between the City of
Richmond and

EXHIBIT A

SERVICE PLAN
Contractor shall, to the satisfaction of the , perform the following services and be compensated as outlined below:

Deputy Director of
Community Services
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For the Contract between the City of
Richmond and
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For the Contract between the City of
Richmond and
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For the Contract between the City of
Richmond and
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For the Contract between the City of
Richmond and
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For the Contract between the City of
Richmond and

EXHIBIT B

PAYMENT PROVISIONS
{PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES

THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT

AMENDMENT HAS BEEN APPROVED BY THE CITY COUNCIL OR THE CITY MANAGER}

1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below.

2. Any and all payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photo copying, meals and travel etc). Invoices, shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.

3. Contractor shall submit timely invoices to the following address:

Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Department:

PO Box 4046
Richmond, CA 94804-0046

4. All invoices that are submitted by Contractor shall be subject to the approval of the City’s Project Manager, before payments shall be authorized.

5. The City will pay invoice(s) within 45 days after completion of services to the City’s satisfaction. The City shall not pay late fees or interest.

6. A Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized.

7. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized. 4120
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Richmond and

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

1. Notices. All notices, demands, statements, or communications provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the City shall be addressed to the Department Head and (as delineated below in section 1.1) to the project manager responsible for the administration of or the supervision of the scope of work under this Contract. Notices to the Contractor shall be addressed to the party designated by Contractor (as delineated below in section 1.2). Notice shall be deemed delivered (a) upon personal delivery; (b) as of the fifth business day after mailing by United States certified mail, postage prepaid, addressed to the proper party; or (c) as of 12:00 p.m. on the second business day immediately after the day it is deposited with and accepted by Federal Express, or a similar overnight courier service, addressed to the proper party and marked for next business day morning delivery. For the purposes of this Contract, a "business day" means any day Monday through Friday that is not a holiday recognized by the federal government or the State of California.

1. 1 CITY hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:

City of Richmond
Richmond, CA 94804-0046

1. 2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
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EXHIBIT D

GENERAL CONDITIONS

1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall have no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.

2. Brokers. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.

3. City Property. The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.

4. Patents, Trademarks, Copyrights and Rights in Data. Contractor shall not publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, 4122
General Conditions/EJ/TE 01-19-11 2 of 13
import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.

Contractor further agrees to assist City, at City's expense, in every proper way to secure the City’s rights in any patents, trademarks, copyrights or other intellectual property rights relating thereto, including the disclosure to City of all pertinent information and data with respect thereto. Contractor shall also assist City in the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which City shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, to waive such rights. Contractor shall further assist City in the execution of all applications, specifications, oaths, assignments, recordations and all other instruments which City shall deem necessary in order to assign and convey to City, and any assigns and nominees the sole and exclusive right, title and interest in and to any patents, trademarks, copyrights or other intellectual property rights relating thereto. Contractor further agrees that its obligation to execute or cause to be executed, when it is in Contractor's power to do so, any such instruments or papers shall continue during and at all times after the end of Contractor's services and until the expiration of the last such intellectual property right. Contractor hereby irrevocably designates and appoints City, and its duly authorized officers, agents and servants, as its agent and attorney-in-fact, to act for and in its behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters of patents, copyright and other registrations. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity.

5. Inspection. Contractor's performance, place of business and records pertaining to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the CITY, the State of California, and the United States Government.

If the project or services set forth in Exhibit A shall be performed on City or other public property, City shall have the right to inspect such work without notice. If such project or services shall not be performed on City or other public property, City shall have the right to inspect such work upon reasonable notice.

6. Services. The project or services set forth in Exhibit A shall be performed to the full satisfaction and approval of City. In the event that the project or services set forth in Exhibit A are also itemized by price, City, in its sole discretion, may, upon notice to Contractor, delete certain items or services set forth in Exhibit A, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor. 4123
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Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.

7. Records. Contractor shall keep and make available for inspection and copying by authorized representatives of the City, the State of California, and the United States Government, the Contractor's regular business records and such additional records pertaining to this Contract as may be required by the City.

Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this Contract's termination (or for any further period that is required by law) and until all Federal or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make these records available to authorized representatives of the CITY, the State of California, and the United States Government.

Contractor shall keep full and detailed accounts, maintain records, and exercise such controls as may be necessary for proper financial management under this Contract. The Contractor’s accounting and control systems shall be satisfactory to City. Contractor's accounting systems shall conform to generally accepted accounting principles and all records shall provide a breakdown of total costs charged under this Contract, including properly executed payrolls, time records, utility bills, invoices and vouchers. The City shall be afforded prompt access to Contractor's records, books, and Contractor shall preserve such project records for a period of at least five (5 years after the termination of this Contract , or for such longer period as may be required by law.

Contractor shall permit City and its authorized representatives and accountants to inspect, examine and copy Contractor's books, records, accounts, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the project or services set forth in Exhibit A, and any and all data relevant to this Contract at any reasonable time for the purpose of auditing and verifying statements, invoices, or bills submitted by Contractor pursuant to this Contract and shall provide such assistance as may be reasonably required in the course of such inspection. Contractor shall also allow City access to the record keeping and accounting personnel of Contractor.

City further reserves the right to examine and re-examine said books, records, accounts, and data during the five (5 year period following the termination of this Contract; and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatever for five (5 years after the termination of this Contract. 4124
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Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.

8. Changes and Extra Work. All changes and/or extra work under this Contract shall be performed and paid for in accordance with the following:

Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work.

If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official.

In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staff's determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staff's determination.

9. Additional Assistance. If this Contract requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue 4125
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any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.

10. Professional Ability. Contractor acknowledges, represents and warrants that Contractor and its employees are skilled and able to competently provide the services hereunder, and possess all professional licenses, certifications, and approvals necessary to engage in their occupations.

City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Contract. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession. In the event that City, in its sole discretion, desires the removal of any person employed or retained by Contractor to perform services hereunder, such person shall be removed immediately upon receiving notice from City.

11. Business License. Contractor shall obtain a Richmond Business License before performing any services required under this Contract. The failure to so obtain such license shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.

12. Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
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General Conditions/EJ/TE 01-19-11 6 of 13

13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.

14. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.

15. Indemnification.
(a) If this Contract is a contract for design professional services subject to California Civil Code Section 2782.8(a) and Contractor is a design professional, as defined in California Civil Code Section 2782.8(b)(2), Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys’ fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors.

Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to 4127
General Conditions/EJ/TE 01-19-11 7 of 13
indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.

The provisions of this Section 15 are not limited by, and do not affect, the provisions of this Contract relating to insurance.
(e) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from liability under this Section

15. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.

16. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete 4128
General Conditions/EJ/TE 01-19-11 8 of 13
responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.

17. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.

18. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Contract.

19. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Contract, including without limitation environmental laws, employment discrimination laws and prevailing wage laws. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable.

Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance.

Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.

Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at
http://www.ci.richmond.ca.us/workplacepolicies . Contractor agrees to abide by the terms and conditions of said policies.

20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated 4129
General Conditions/EJ/TE 01-19-11 9 of 13
under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.

Contractor acknowledges that the services which Contractor shall provide under this Contract are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in City's sole and absolute discretion. In the event that City, in writing, approves any assignment or subletting of this Contract or the retention of subcontractors by Contractor, Contractor shall provide to City upon request copies of each and every subcontract contract prior to the execution thereof by Contractor and subcontractor. Any assignment by Contractor of any or all of its rights under this Contract without first obtaining City's prior written consent shall be a default under this Contract.

The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.

21. Integration. This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the Exhibits to this Contract.

22. Modifications and Amendments. This Contract may be modified or amended only by a change order or Contract Amendment executed by both parties and approved as to form by the City Attorney.

23. Conflicting Provisions. In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.

24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and 4130
General Conditions/EJ/TE 01-19-11 10 of 13
City reserves the right to employ other Contractors in connection with the project.

25. Exhibits. All Exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit A which does not pertain to the project description, proposal, scope of services, or method of compensation (as applicable) , or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Contract.

26. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.

27. Time of the Essence. Time is of the essence of this Contract. Contractor and City agree that any time period set forth in Exhibit A represents their best estimates with respect to completion dates and both Contractor and City acknowledge that departures from the schedule may occur.

Therefore, both Contractor and City will use reasonable efforts to notify one another of changes to the schedule. Contractor shall not be responsible for performance delays caused by others, or delays beyond Contractor's control, and such delays shall extend the times for performance of Contractor's work.

28. Confidentiality. Contractor agrees to comply with, and to require its employees, agents and partners to comply with, all applicable State or Federal statutes or regulations respecting confidentially, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that:

All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purposes not directly connected with the administration of such service.

No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.
4131
General Conditions/EJ/TE 01-19-11 11 of 13

29. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Contract shall not be considered "third parties."

30. Governing Law. This Contract shall be construed in accordance with the law of the State of California without regard to principles of conflicts of law.

This Contract is made in Contra Costa County, California, and any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, California.

31. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased or renewed by the City under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure by City to continue the purchase of all or any failure to continue purchase of all or any such services from Contractor.

32. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.

33. Interpretation. This Contract shall be interpreted as if drafted by both parties.

34. Warranty. In the event that any product shall be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.

35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view 4132
General Conditions/EJ/TE 01-19-11 12 of 13
toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.

36. Authority. City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor.

37. Waiver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach.

Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payments therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.

38. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest.

39. Performance and Final Acceptance.

Contractor represents that it is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract.

Contractor shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which City may have, Contractor shall, at its own expense, correct any services which fail to meet the above standard. 4133
Contracting Ordinance No. 12-18 prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor must submit the Sanctuary City Compliance Statement, attached hereto as Exhibit G, prior to the execution of this Agreement.
4134
General Conditions/EJ/TE 01-19-11 13 of 13
City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor fail to make necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor.

If warranted, City shall determine, and Contractor may request such determination, that Contractor has satisfactorily completed performance of this Contract. Upon such determination, City shall issue to Contractor a written Notice of Final Acceptance, after which Contractor shall not incur further costs under this Contract. Contractor shall respond to such Notice of Final Acceptance by executing and submitting to City a Release and Certificate of Final Payment.

40. Survival. The rights and obligations of the parties which by their nature survive termination or completion of the services covered by this Contract shall remain in full force and effect after termination or completion. 4135
For the Contract between the City of
Richmond and

EXHIBIT E

SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):
4136
Covenant Not To Disclose or Use. Except as otherwise approved by the disclosing party in writing in advance, in the disclosing party’s sole discretion, the receiving party represents and agrees that it shall not disclose the Confidential Information (as defined below) to any person whatsoever, examine or make copies of any reports or other documents, papers, memoranda or extracts embodying the disclosing party’s Confidential Information for any purpose except for the determination, use, or implementation of the Services and programs. The receiving party shall at all times exercise the same degree of care to prevent unauthorized distribution or use of the information which it uses to protect its own confidential or proprietary information.

Exception for Disclosure to Employees. Notwithstanding the foregoing paragraph, City of Richmond may disclose Confidential Information to its employees, consultants, and independent contractors who need to know such information in order to carry out the purpose of this MOU, provided that any such employee has agreed in writing in advance to comply with terms of non-use and non-disclosure of such Confidential Information that are at least as protective of the Confidential Information as the terms of this MOU. The recipient shall be liable for any breach of this MOU from the actions of its employees, consultants, and independent contractors.

41. Sanctuary City Contracting Ordinance (SCCO). The Richmond Sanctuary City Contracting Ordinance No. 12-18 prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor must submit the Sanctuary City Compliance Statement, attached hereto as Exhibit G, prior to the execution of this Agreement.
4137
For the Contract between the City of
Richmond and

EXHIBIT F

INSURANCE PROVISIONS
During the entire term of this Contract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and incorporated herein by this reference.
4138
___ Exhibit F
___ Section 8
City of Richmond Insurance Requirements – Type 5:

Vendors, Suppliers, Small Grant Recipients & Nonprofit
Organizations
Type 5 - Page 1 of 3
Revised: September 2011
In all instances where CONTRACTOR or its representatives will be conducting business and/or providing services to the City of Richmond (City), or will be awarded City of Richmond (City) funds to provide programs or services, the City requires the following MINIMUM insurance requirements and limits.

CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.

CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.

CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.

Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.

City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.

Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.

Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:

1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001)

2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto)

3. Original and Separate Additional Insured Endorsements for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.

4. Workers’ Compensation insurance as required by the State of California including Employer’s Liability (for CONTRACTOR’s with employees);

5. Original and Separate Waiver of Subrogation for Workers’ Compensation Insurance.

6. Fidelity Bond/Crime Coverage – in an amount stipulated by City depending upon scope of contract.

Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.

If CONTRACTOR is self-insured, provide a certificate of Permission to SelfInsure, signed by the California Department of Industrial Relations and SelfInsurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” located at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.

General Liability
(primary and excess limits
combined)
$1,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate).

Policy shall also include coverage for liability arising out of the use and operation of any City-owned or City-furnished equipment used or operated by the CONTRACTOR, its personnel, agents or subcontractors.

Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
4139
___ Exhibit F
___ Section 8
City of Richmond Insurance Requirements – Type 5:

Vendors, Suppliers, Small Grant Recipients & Nonprofit
Organizations
Type 5 - Page 2 of 3
Revised: September 2011
Automobile Liability (If auto is used.) $1,000,000 per occurrence for bodily injury and property damage.

Fidelity Bond/Crime Coverage
(Applies if receiving City
funds.)
In an amount stipulated by City depending upon the scope of Contract. (Usually based upon the amount of money the Contractor is handling that could be embezzled over a period of time.)
Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability Coverage.

The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.

ISO form CG 20 10 (11/85) or its equivalent is required. The endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.

SAMPLE ENDORSEMENT can be found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.

Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance providing coverage during the life of this contract.

SAMPLE ENDORSEMENT can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.

Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.

A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.

Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the contractor shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.

Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.

Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverages and cover those insured in the underlying policies. 4140
___ Exhibit F
___ Section 8
City of Richmond Insurance Requirements – Type 5:

Vendors, Suppliers, Small Grant Recipients & Nonprofit
Organizations
Type 5 - Page 3 of 3
Revised: September 2011
Subcontractors
CONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.

CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.

Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin.

The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.

Original insurance certificates and required policy endorsements shall be mailed or delivered to the Designated Project Manager for the City of Richmond.

Insurance certificates and endorsements may be faxed to the Designated Project Manager. However, Contractor must mail the original certificates and endorsements to Designated Project Manager once faxed.

Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.

If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.

Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.

Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.

Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.
4141
Exhibit G

CITY OF RICHMOND
Sanctuary City Compliance Statement
The undersigned, an authorized agent of (hereafter
"Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies; ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.

Contractor further understands and agrees that Contractor'sfailure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.

By executing this Statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing. Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 fine.

Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this day of , 20 , at , California.

Printed Name: Title:

Signed: Date:

Business Entity:
4142

October 17, 2023
Library and Community Services
DATE: October 17, 2023
TO: Mayor Martinez and Members of the City Council
FROM: LaShonda White, Deputy City Manager, Community
Services
Ranjana Maharaj, Deputy Director, Community ServicesRecreation Tetteh Kisseh, Recreation Supervisor
Subject: Lease Agreement Between the City and the YWCA of Contra Costa County for Use of Space at the Richmond
Recreation Complex
FINANCIAL IMPACT: The rental rate for the lease of the space is $2,700 per month. This revenue will be added to the general fund
budget, account number 01251051-362807.

PREVIOUS COUNCIL
ACTION:

None

STATEMENT OF THE
ISSUE:

The YWCA of Contra Costa County is currently leasing
space for a day care program at the Richmond
Recreation building. The current lease agreement has
expired, and the tenancy is now month-to-month. City
staff has prepared a new lease agreement that will cover a one-year period effective October 1, 2023.

RECOMMENDED ACTION: APPROVE a lease agreement between the City of Richmond and the YWCA of Contra Costa County for the
use of space for a day care program at the west wing of the Richmond Recreation Complex at 3230 Macdonald
Avenue, with a lease term from October 1, 2023, through September 30, 2024, and a lease rate of $2,700 per
month – Community Services Department (LaShonda
White 510-620-6828 / Ranjana Maharaj 510-620-6972).

AGENDA
REPORT
4143

October 17, 2023
DISCUSSION:

The YWCA of Contra Costa has been leasing space for childcare services at the west wing of the Richmond Recreation Complex located at 3230 Macdonald Avenue since January 1, 1949, with subsequent renewals upon the lease term expiration dates. The previous lease agreement for the term July 1, 2022 to June 30, 2023 has expired. The Recreation Division has negotiated a new lease agreement with the YWCA of Contra Costa to continue providing childcare service in this space for a one-year term from October 1, 2023 to September 30, 2024. There is no change in the rental amount from the previous lease. The YWCA of Contra Costa was offered a multiple year lease; however, the tenant prefers to renew the lease annually.

The lease agreement has been reviewed and accepted by both parties and is now being submitted to City Council for approval.

DOCUMENTS ATTACHED:

Attachment 1 - Lease Agreement
4144
City of Richmond Lease Agreement

BASIC LEASE INFORMATION
Date of Lease: October 1, 2023
Landlord: City of Richmond, a municipal corporation and charter city Landlord's Address: 450 Civic Center Plaza
Richmond, CA 94804
Attn: Community Services Director
Tenant: YWCA of Contra Costa County, a California non-profit corporation Tenant's Address: 1320 Arnold Drive, Suite 1709
Martinez, CA 94553
Attn: Executive Director
Premises: 3230 Macdonald Avenue, Richmond, California 94804 Commencement October 1, 2023
Date:

Rent October 1, 2023
Commencement
Date:

Expiration Date: September 30, 2024
Base Rent: $2,700 per month
Permitted Use: Childcare facility
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Amended and Restated Lease Agreement 2
THIS LEASE is entered into as of October 1, 2023 between Landlord and Tenant.

Article 1.

Premises

1.01. Lease. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises (including any rights and appurtenances in connection therewith that are necessary for the Permitted Use) upon all of the terms, covenants and conditions set forth in this Lease. The Premises is more particularly shown with hatch marks on Exhibit A.

1.02. Acceptance of Premises. Tenant accepts the Premises in its AS IS condition existing as of the Commencement Date, subject to all matters of record and applicable laws, ordinances, rules and regulations. Tenant acknowledges that neither Landlord nor any of Landlord's agents has agreed to undertake any alterations or additions or to perform any maintenance or repair of the Premises whatsoever, except as expressly set forth herein. Tenant shall obtain all necessary permits to use the Premises for the Permitted Use.

1.03 Condition Precedent. Prior to Tenant's use of the Premises for the Permitted Use, Tenant shall perform any and all alterations, additions and improvements in or to the Premises required by the City of Richmond and/or any other governmental authorities to make the Premises compliant in all respect with all laws, ordinances, rules, regulations and orders (state, federal, municipal or promulgated by other agencies or bodies having or claiming jurisdiction) related to the use, condition or occupancy of the Premises now in effect or that may hereafter come into effect including, but not limited to the Americans with Disabilities Act, 42 U.S.C. §§ 1201 et seq. (the "Improvements"). Consent to such Improvements is conditioned upon: (i) Tenant's acquiring all applicable permits required by governmental authorities; (ii) Tenant's furnishing to Landlord copies of such permits, together with copies of the approved plans and specifications, prior to commencement of the work thereon; and (iii) Tenant's compliance with the conditions of all applicable permits and approvals in a prompt and expeditious manner. The Improvements shall be constructed diligently, in a good and workmanlike manner with new, good and sufficient materials.

Once the Improvements have been completed, Tenant shall notify Landlord promptly indicating that the condition precedent set forth in this Section 1.03 has been satisfied.

1.04 Reserved Easements. Landlord reserves to itself and the right to grant to others in the future nonexclusive utility easements (including easements for construction, maintenance, repair, replacement and reconstruction of such utility easements) over, under, through, across or on the Premises, provided Landlord shall use reasonable efforts to provide that such work occurring and any easement is located such that it will not unreasonably interfere with Tenant's use and enjoyment of the Premises.

Tenant shall not be obligated to maintain or repair any such easement facilities unless the need for repair is caused by Tenant's negligence or other wrongful conduct.

Article 2. Term, Use
and Rent

2.01. Term.
(a) The Term shall commence upon the Commencement Date and shall continue in full force for the Term. Tenant's obligation to pay Rent shall commence on the Rent Commencement Date and its other obligations under this Lease shall commence upon the Commencement Date. The Term shall terminate upon the Expiration Date, unless sooner terminated or extended pursuant to the terms of this Lease.
(b) Tenant shall have the right to extend the Term of this Lease for an additional one (1) year period commencing when the prior term expires upon prior written notice ("Tenant's Election Notice") to Landlord given not later than thirty (30) business days prior to the expiration of the Term; provided, however, Landlord shall not be obligated to extend this Lease if Landlord has provided written 4146
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notice of its election to use and occupy the Premises to Tenant’s exclusion ("Landlord's Use Notice"), which notice shall be given at least five (5) business days prior to the expiration of Term. Alternatively, Landlord in its sole discretion may limit Tenant’s right to extend this Lease on a month-to-month b as is , which determination shall be stated in the Landlord's Use Notice. Should Landlord so limit Tenant’s right to extend this Lease, Tenant shall be obligated to provide Landlord with Tenant’s Election Notice not later than five (5) business days prior to the expiration of the then current lease term. During each extended term, the provisions of this Lease, as it may be amended in writing prior to the date of the commencement of such extended term, shall continue in effect except that Tenant shall occupy the Premises in its then AS IS condition and shall pay Base Rent as provided in Section 2.01(c). (c) Base Rent shall be increased annually (the "CPI Increase") equal to the sum of (i) the Base Rent for the immediately preceding Lease Year, plus (ii) the product obtained by multiplying such amount by the percentage increase in the Consumer Price Index measured from the measuring month which is two months preceding the Lease Year in question to the measuring month fourteen months preceding the commencement of the Lease Year in question; provided, however, that in no event shall the annual CPI Increase be less than three percent (3%) nor more than five percent (5%) of Base Rent for the immediately preceding Lease Year. As used herein, the term "Consumer Price Index" ("Consumer Price Index") shall mean the United States Department of Labor's Bureau of Labor Statistics Consumer Price Index, All Urban Consumers, All Items, San Francisco-Oakland-San Jose, California (1982-84 equals 100), or the successor of such index. Tenant shall continue paying the current Base Rent until the increased Base Rent has been calculated by Landlord. Landlord shall give notice to Tenant of the amount of the new Base Rent, including Landlord's calculation of the new Base Rent in accordance with this Section 2.04(b), not later than sixty (60) days after the commencement of such Lease Year. The adjusted Base Rent shall be due and payable effective as of the commencement of the Lease Year in question and Tenant shall, upon the giving of such notice, pay Landlord any shortage in Base Rent accruing between the commencement of the Lease Year in question and the date of the notice.
(d) Upon the occurrence of the Expiration Date or any earlier termination of this Lease, Landlord and Tenant shall each be released and discharged from any claims or liabilities thereafter arising; provided, however, that nothing herein shall be deemed to release or discharge either party from those obligations that expressly survive the termination of this Lease, including those claims made by a third party for which Landlord has a claim of defense and indemnity against Tenant.

2.02. Permitted Use.
(a) Tenant shall use the Premises solely for the Permitted Use and for no other use or purpose, except as permitted by Landlord pursuant to Landlord's prior written consent, which consent may be withheld in Landlord's sole discretion.
(b) The Premises shall be operated and maintained in an efficient, business-like and first class manner.
(c) Tenant shall be permitted to use any fixtures, equipment and signs currently at the Premises that are the property of Landlord; provided that it shall be Tenant's responsibility to maintain and repair such fixtures, equipment and signs.

2.03. Personnel. Tenant shall furnish and supervise sufficient personnel to properly and efficiently operate and maintain the Premises in accordance with the terms of this Lease. Such personnel shall either be employees, volunteers or contractors of Tenant or employees of Operator. All such personnel shall be courteous to customers of the Premises. Further, Tenant shall promptly attend to the reasonable complaints and/or comments of Landlord and the customers of the Premises. As used herein, "Operator" shall mean any third-party engaged by Tenant to operate the Premises.

2.04. Base Rent. Commencing on the Rent Commencement Date and throughout the remainder of the Term of this Lease, Tenant shall pay the Base Rent to Landlord in accordance with the 4147
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schedule set forth on the Basic Lease Information and in the manner described below. Base Rent shall be payable in monthly installments on or before the first day of each calendar month during the Term commencing on the Rent Commencement Date, in advance without demand and without any reduction, abatement, counterclaim or setoff, in lawful money of the United States, at Landlord's address specified on the Basic Lease Information sheet or at such other address as may be designated by Landlord in the manner provided for giving notice under Section 7.11 hereof.

2.05. Payment of Certain Expenses by Tenant. Tenant shall pay, prior to delinquency, all expenses and costs of every kind and nature that are necessary or prudent in connection with the management, maintenance, repair, preservation and operation of the Premises including, but not limited to, the following: (1) wages, salaries and related expenses, payroll taxes, insurance and other benefits of all on-site and off-site employees and personnel engaged in the operation, maintenance, repair and security for the Premises; (2) all supplies, materials, equipment and equipment rental used in the operation, maintenance, repair and security for the Premises; (3) all fees and charges due to any Operator hired by Tenant to operate the Premises; (4) utilities, including water and power for the Premises; (5) all maintenance, janitorial and service agreements for the Premises and the equipment thereon, including, without limitation, any alarm and/or security service; (6) all operating permits and licenses and all personal property taxes, possessory interest taxes, parking, sales or use taxes, assessments or fees, business or license taxes or fees, service payments in lieu of such taxes or fees, annual or periodic license or use fees, excises, or charges of any kind that are assessed, levied, charged, confirmed or imposed by any public authority upon the operation of the Premises (or any portion or component thereof) or this Lease; (7) all insurance required under Article 6 below; (8) all data processing, accounting and legal fees for the operation of the Premises; and (9) telephone charges. Should Landlord separately invoice Tenant for any of the above expenses, Tenant shall pay such expenses as additional rent within ten (10) days of receipt of such invoices.

Landlord shall be entitled to install, at Tenant's expense, utility meters in the Premises to facilitate the separate billing of Tenant for the expenses hereinabove described. Utility costs and expenses for any partial month shall be prorated based upon a thirty (30)-day month.

2.06. Payment of Certain Taxes by Tenant. Tenant shall be liable for all taxes levied against personal property and trade fixtures placed by Tenant in the Premises, which taxes shall be paid when due and before any delinquency. If any such taxes are levied against Landlord·or Landlord's property and if Landlord elects to pay the same or if the assessed value of Landlord's property is increased by inclusion of personal property and trade fixtures placed by Tenant in the Premises and Landlord elects to pay the taxes based on such increase, Tenant shall pay to Landlord upon demand that part of such taxes for which Tenant is primarily liable hereunder.

Article 3. Landlord's
Covenants

3.01. Basic Services. Landlord does not provide any utility or water service to the Premises.

Landlord shall not be liable for damages to either person or property, nor shall Landlord be deemed to have evicted Tenant, nor shall there be any abatement of Rent, nor shall Tenant be relieved from performance of any covenant on its part to be performed under this Lease by reason of any (i) deficiency in the provision of electricity, gas or water; (ii) breakdown of equipment or machinery utilized in supplying services; or (iii) curtailment or cessation of services due to causes or circumstances beyond the reasonable control of Landlord or by the making of necessary repairs or improvements, unless such deficiency, breakdown, curtailment or cessation is due to the sole active negligence or willful misconduct of Landlord.

3.02. Graphics and Signage. All new signs, notices, advertisements and graphics of every kind or character, displayed in the Premises or visible from the exterior of the Premises shall be subject to Landlord's prior written approval, at Landlord's sole discretion, and shall be constructed and installed at Tenant's sole expense, subject to all applicable laws.
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3.03. Repair Obligation. Except as specifically set forth in this Lease, Landlord shall have no obligation whatsoever to maintain or repair the Premises. Landlord shall have the right, but not the obligation, to undertake work or repair that Tenant is required to perform under this Lease and that Tenant fails or refuses to perform in a timely and efficient manner. Tenant shall reimburse Landlord upon demand, as additional rent, for all costs reasonably incurred by Landlord in performing any such work or repair for the account of Tenant. The parties intend that the terms of this Lease govern their respective maintenance and repair obligations. Tenant expressly waives the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease with respect to such obligations or affords Tenant the right to make repairs at the expense of Landlord or to terminate this Lease by reason of the condition of the Premises or any needed repairs.

3.04. Real Property Taxes and Debt Service. Subject to Section 2.06 above, Landlord shall pay any and all real property taxes, assessments and fees, general and special, ordinary and extraordinary, unforeseen as well as foreseen, of any kind that are assessed, levied, charged, confirmed or imposed by any public authority upon the Premises (or any portion or component thereof) or upon the Rent due hereunder. Landlord shall pay all debt service, ground lease rental, or similar payments due with respect to the Premises, if any.

3.05. Peaceful Enjoyment. Landlord covenants with Tenant that upon Tenant paying the Rent and all other charges required under this Lease and performing all of Tenant's covenants and agreements herein contained, Tenant shall peacefully have, hold and enjoy the Premises subject to all of the terms of this Lease. This covenant and the other covenants of Landlord contained in this Lease shall be binding upon Landlord and its successors only with respect to breaches occurring during its or their respective ownerships of Landlord's interest hereunder.

Article 4. Tenant's
Covenants

4.01. Payments by Tenant. Tenant shall pay Base Rent at the times and in the manner provided in this Lease. All obligations of Tenant hereunder to make payments to Landlord shall constitute rent and failure to pay the same when due shall give rise to the rights and remedies provided for in Section 6.07(b). If there is more than one Tenant, the obligations imposed under this Lease upon Tenant shall be joint and several.

4.02. Repairs by Tenant. Tenant shall be obligated to maintain and repair the Premises, to keep the same at all times in good order, condition and repair, and, upon expiration of the Term, to surrender the same to Landlord in the same condition as on the Commencement Date, reasonable wear and tear and taking by condemnation excepted. Tenant's obligations shall include, without limitation, the obligation to repair all damage caused by Tenant, its agents, employees, contractors, invitees and others using the Premises with Tenant's express or implied permission. Tenant shall further be responsible for regular cleaning of the Premises and its driveways and entrance/exit areas. Tenant shall give Landlord prompt notice of any damage to or defective condition in any part of the Premises.

4.03. Waste. Tenant shall not commit or allow any waste or damage to be committed in any portion of the Premises. Tenant shall keep the Premises free of trash and refuse at all times.

4.04. Assignment or Sublease. Tenant shall not voluntarily or by operation of law assign, transfer or encumber (collectively, "Assign") or sublet all or any part of Tenant's interest in this Lease or in the Premises. Notwithstanding the foregoing, Tenant shall be permitted from time to time during the Term to engage an Operator to operate the Premises on Tenant's behalf. Tenant's selection of an Operator shall be subject to Landlord's approval, which approval shall not be unreasonably withheld, conditioned or delayed.

4.05. Alterations, Additions and Improvements.
(a) Other than the Improvements, Tenant shall not make or allow to be made any alterations or additions in or to the Premises without first obtaining the written consent of Landlord. Landlord's 4149
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consent will not be unreasonably withheld or delayed with respect to proposed alterations and additions that: (i) comply with all applicable laws, ordinances, rules and regulations; (ii) will not interfere with Landlord's future use of the Premises; and (iii) will not trigger any additional costs to Landlord (other than those for which Tenant is obligated to reimburse Landlord pursuant to the terms of this Lease). (b) Any consent given by Landlord under this Section 4.05 shall be deemed conditioned upon: (i) Tenant's acquiring all applicable permits required by governmental authorities; (ii) Tenant's furnishing to Landlord copies of such permits, together with copies of the approved plans and specifications, prior to commencement of the work thereon; and (iii) Tenant's compliance with the conditions of all applicable permits and approvals in a prompt and expeditious manner. (c) Tenant shall provide Landlord with not less than ten (10) days prior written notice of commencement of the work so as to enable Landlord to post and record appropriate notices of nonresponsibility. All alterations and additions permitted hereunder shall be made and performed by Tenant without cost or expense to Landlord. Tenant shall pay the contractors and suppliers all amounts due to them when due and keep the Premises free from any and all mechanics', materialmen's and other liens and claims arising out of any work performed, materials furnished or obligations incurred by or for Tenant. (d) Any and all alterations, additions or improvements made to the Premises by Tenant shall become the property of Landlord upon installation and shall be surrendered to Landlord without compensation to Tenant upon the termination of this Lease by lapse of time or otherwise unless Landlord conditioned its approval of such alterations, additions or improvements on Tenant's agreement to remove them, in which case Tenant shall, by the Expiration Date, remove such alterations, additions and improvements, repair any damage resulting from such removal and restore the Premises to their condition existing prior to the date of installation of such alterations, additions and improvements. Notwithstanding anything to the contrary set forth above, this clause shall not apply to movable equipment, personal property or furniture owned by Tenant. Tenant shall repair at its sole cost and expense all damage caused to the Premises by removal of Tenant's movable equipment, personal property or furniture and such other alterations, additions and improvements as Tenant shall be required or allowed by Landlord to remove from the Premises. Nothing herein shall be construed to require Tenant to remove any structures that are located in the Premises as of the Commencement Date. (e) All alterations, additions and improvements permitted under this Section 4.05 shall be constructed diligently, in a good and workmanlike manner with new, good and sufficient materials and in compliance with all applicable laws, ordinances, rules and regulations including, without limitation, building codes and those related to accessibility and use by individuals with disabilities.

4.06. Compliance With Laws and Insurance Standards. Tenant shall not occupy or use, or permit any portion of the Premises to be occupied or used in a manner that violates any applicable law, ordinance, rule, regulation, order, permit, covenant, easement or restriction of record, or for any business or purpose that is productive of fire hazard. Tenant shall not do or permit anything to be done that would result in the cancellation, or in any way increase the cost, of the all risk property insurance coverage on the Premises and/or its contents. If Tenant does or permits anything to be done that increases the cost of any insurance covering or affecting the Premises paid for by Landlord, then Tenant shall reimburse Landlord, upon demand, as additional rent, for such additional costs. Landlord shall deliver to Tenant a written statement setting forth the amount of any such insurance cost increase and showing in reasonable detail the manner in which it has been computed. Tenant shall, at Tenant's sole cost and expense, comply with all laws, ordinances, rules, regulations and orders (state, federal, municipal or promulgated by other agencies or bodies having or claiming jurisdiction) related to the use, condition or occupancy of the Premises now in effect or that may hereafter come into effect including, but not limited to, (a) accessibility and use by individuals with disabilities, (b) environmental conditions in, on or about the Premises, and c) Chapters 2.28, 2.56 and 2.60 of the Richmond Municipal Code, if applicable. If anything done by Tenant in its use or occupancy of the Premises shall create, require or cause imposition of any requirement by any public authority for structural or other upgrading of or alteration or improvement to the Premises, Tenant shall, at Landlord's option, either perform the upgrade, alteration or improvement at Tenant's sole cost and expense or reimburse Landlord upon demand, as additional rent, for the reasonable cost to Landlord of performing such work. The judgment of any court of competent 4150
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jurisdiction or the admission by Tenant in any action against Tenant, whether Landlord is a party thereto or not, that Tenant has violated any law, ordinance, rule, regulation, order, permit, covenant, easement or restriction shall be conclusive of that fact as between Landlord and Tenant.

4.07. No Nuisance. Tenant shall use and occupy the Premises, and control its agents, employees, contractors, invitees and visitors, in such manner so as not to create any nuisance.

4.08. Entry by Landlord. Landlord, its employees, agents and consultants, shall have the right to enter the Premises at any time to inspect the same, to perform such work as may be permitted or required under this Lease, to make repairs to or alterations of the Premises, to deal with emergencies, to post such notices as may be permitted or required by law to prevent the perfection of liens against Landlord's interest in the Premises or to show the Premises to prospective tenants, purchasers, encumbrancers or others; provided, however, that Landlord shall use commercially reasonable efforts to minimize interference with Tenant's use of the Premises. Tenant shall not be entitled to any abatement of rent or damages by reason of the exercise of any such right of entry which is in compliance with this Section 4.08.

4.09. Estoppel Certificate. Within ten (10) business days following Landlord's request, Tenant shall execute, acknowledge and deliver written estoppel certificates addressed to (i) any mortgagee or prospective mortgagee of Landlord, or (ii) any purchaser or prospective purchaser of all or any portion of, or interest in, the Premises, on a form reasonably specified by Landlord, certifying as to such facts (if true) and agreeing to such notice provisions and other matters as such mortgagee(s) or purchaser(s) may reasonably require, including, without limitation, the following: (a) that this Lease is unmodified and in full force and effect (or in full force and effect as modified, and stating the modifications); (b) the amount of and date to which Rent and other charges have been paid in advance; and (c) acknowledging that Landlord is not in default under this Lease (or, if Landlord is claimed to be in default, stating the nature of the alleged default). However, in no event shall any such estoppel certificate require an amendment of the provisions of this Lease or otherwise affect or abridge Tenant's rights or increase Tenant's obligations hereunder. Any such estoppel certificate may be relied upon by any such mortgagee or purchaser. Failure by Tenant to execute and deliver any such estoppel certificate within the time requested shall, at Landlord's election, constitute a default hereunder.

4.10. Surrender. Subject to the provisions of Section 4.05 hereof, on the Expiration Date (or earlier termination of this Lease), Tenant shall quit and surrender possession of the Premises to Landlord in as good order and condition as they were in on the Commencement Date, reasonable wear and tear, taking by condemnation and repairs that are Landlord's responsibility under this Lease excepted.

Reasonable wear and tear shall not include any damage or deterioration that would have been prevented by good maintenance practice or by Tenant performing all of its obligations under this Lease. Tenant shall, without cost to Landlord, remove all furniture, equipment, trade fixtures, debris and articles of personal property owned by Tenant in the Premises, and shall repair any damage to the Premises resulting from such removal. Any such property not removed by Tenant by the Expiration Date (or earlier termination of this Lease) shall be considered abandoned, and Landlord may remove any or all of such items and dispose of same in any lawful manner or store same in a public warehouse or elsewhere for the account and at the expense and risk of Tenant. If Tenant shall fail to pay the cost of storing any such property after storage for thirty (30) days or more, Landlord may sell any or all of such property at public or private sale, in such manner and at such times and places as Landlord may deem proper, without notice to or demand upon Tenant. Landlord shall apply the proceeds of any such sale as follows: first, to the costs of such sale; second, to the costs of storing any such property; third, to the payment of any other sums of money that may then or thereafter be due to Landlord from Tenant under any of the terms of this Lease; and fourth, the balance, if any, to Tenant.

4.11. Tenant's Remedies. Landlord shall not be deemed in breach of this Lease unless Landlord fails within a reasonable time to perform an obligation required to be performed by Landlord.

For purposes of this Section 4.11, a reasonable time shall in no event be less than thirty (30) days after receipt by Landlord of written notice specifying wherein such obligation of Landlord has not been performed; provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days after such notice are reasonably required for its performance, then Landlord shall not be in breach of 4151
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this Lease if performance is commenced within said thirty (30)-day period and thereafter diligently pursued to completion. Tenant shall not have the right to terminate this Lease or withhold, reduce or offset any amount against any payments of Rent due and payable under this Lease by reason of a breach of this Lease by Landlord.

Article 5.

Environmental Matters

5.01. Hazardous Materials Prohibited.
(a) Tenant shall not cause or permit any Hazardous Material (as defined in Section 5.01(b) below) to be brought, kept, used, generated, released or disposed in, on, under or about the Premises by Tenant, its agents, employees, contractors or invitees; provided, however, that Tenant may use, store and dispose of, in accordance with applicable Laws, limited quantities of standard office and janitorial supplies, but only to the extent reasonably necessary for Tenant's operations in the Premises and provided that Tenant remains liable for the release or disposal of any such materials and supplies at or on the Premises that occurs during the Term hereof. Tenant hereby indemnifies Landlord from and against any breach by Tenant of the obligations stated in the preceding sentence, and hereby agrees to defend and hold Landlord harmless from and against any and all claims, liability, losses, damages, costs and/or expenses (including, without limitation, diminution in value of the Premises, or any portion thereof, and sums paid in settlement of claims, fines, penalties, attorneys' fees, consultants' fees and experts' fees) that arise during or after the Term as a result of such breach. This indemnification of Landlord by Tenant includes, without limitation, death of or injury to person, damage to any property or the environment and costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal, or restoration work required by any federal, state or local governmental agency or political subdivision, including the City of Richmond, because· of any Hazardous Material present in, on, under or about the Premises (including soil and ground water contamination) that results from such a breach. Without limiting the foregoing, if the presence of any Hazardous Material in, on, under or about the Premises caused or permitted by Tenant results in any contamination of the Premises, Tenant shall promptly take all actions at its sole expense as are necessary to return the same to the condition existing prior to the introduction of such Hazardous Material; provided that Landlord's approval of such actions, and the contractors to be used by Tenant in connection therewith, shall first be obtained. This indemnification of Landlord by Tenant shall survive the expiration or sooner termination of this Lease. Notwithstanding the foregoing, in no event shall Tenant be liable for any Hazardous Materials located on the Premises as of the Commencement Date or any Hazardous Materials placed on the Premises by a party other than Tenant or Tenant's agents, contractors or employees.
(b) As used in this Lease, the term "Hazardous Material" means any hazardous or toxic substance, material or waste that is or becomes regulated by any local governmental authority, the State of California or the United States government. The term "Hazardous Material" includes, without limitation, any substance, material or waste that is (i) defined as a "hazardous waste" or similar term under the laws of the jurisdiction where the Premises is located; (ii) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. § 1317); (iii) defined as a "hazardous waste" pursuant to Section 1004 of the Federal Resource, Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. (42 U.S.C. § 6903); (iv) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. (42 U.S.C. § 9601); (v) hydrocarbons, petroleum, gasoline, crude oil or any products, by-products or fractions thereof; or (vi) asbestos in any form or condition. (c) As used in this Article 5, the term "Laws" means any applicable federal, state or local laws, ordinances, rules or regulations relating to any Hazardous Material affecting the Premises, including, without limitation, the specific laws, ordinances and regulations referred to in Section 5.01(b) above. References to specific Laws shall also be references to any amendments thereto and to any applicable successor Laws.

5.02. Safety Precautions and Storm Water Pollution Control. 4152
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(a) In connection with Tenant's use and occupancy of the Premises, Tenant shall take measures to minimize the potential for Hazardous Materials or other pollutants to enter the San Francisco Bay and/or the City of Richmond's storm water drainage system. The targeted pollutants include Hazardous Materials and floatable materials, oxygen demanding substances (e.g. plant debris, street litter and organic substances), bacteria and viruses, sediment, and nutrients (e.g. nitrogen and phosphorous). These measures shall pertain to the extent related to Tenant's use and occupancy of the Premises, and shall include, but not be limited to, taking all steps reasonably necessary in:
(1) Preventing fuel spills and leaks and reducing the impact to storm water by not topping off fuel tanks; using secondary containment when transferring fuel from tanker trucks to fuel tanks; using absorbent material on small spills and for general cleaning rather than hosing; carrying out all federal, state, regional and local requirements regarding underground storage tanks or installing above ground tanks; fueling mobile equipment at designated fueling areas; and designing fueling areas to prevent the run-on of storm water and the run-off of spills. "Secondary containment" means a back-up system that prevents the spread of pollutants should any spill, leak or otherwise escape. (2) Preventing the discharge of pollutants to storm water from vehicle, boat and equipment maintenance and repair by containing waste oil under cover with absorbent material under each container; keeping drip pans or container under the areas that might drip pollutants; using a vehicle maintenance area designed to prevent storm water pollution; cleaning storm drain inlets regularly, especially after large storms; not pouring materials down storm drains; dry sweeping instead of hosing down work areas; storing idle equipment under cover, switching to non-toxic chemicals for maintenance when possible; cleaning small spills with rags and larger spills with absorbent materials; and minimizing the use of solvents.
(3) Preventing the discharge of pollutants to storm water from outdoor equipment and operations by reducing the amount of waste created; enclosing or covering all or some of the equipment; and installing secondary containment.
(4) Preventing the discharge of pollutants to storm water from vehicle and equipment washing and steam cleaning by maintaining designated wash areas, preferably covered, to prevent contact with storm water; and not permitting any wash water to enter the storm drains. (5) Preventing the discharge of pollutants to storm water from outdoor loading/unloading of materials by parking tank trucks or delivery vehicles so that spills or leaks can be contained; covering the loading and unloading docks to reduce exposure of materials to rain; and using drip pans under hoses.
(6) Preventing the discharge of pollutants to storm water from outdoor storage areas by installing appropriate safeguards against accidental release; installing secondary containment where reasonably required; conducting regular inspections.
(7) Protecting materials from rainfall run-on, run-off and wind dispersal by storing materials indoors; complying with specific federal, state, regional and local standards regarding storage of Hazardous Material; enclosing or covering materials; periodically sweeping parking lots or other surfaces near bulk material storage areas to remove debris blown or washed from storage areas; and installing pellet traps at storm water discharge points where plastic pellets are loaded and unloaded. (8) Preventing the discharge of pollutants to storm water from waste handling and disposal by tracking waste generation, storage, and disposal; reducing waste generation and disposal through source reductions, reuse and recycling; preventing run-on and run-off from waste management areas; and covering dumpsters and garbage cans during the rainy season. (9) Preventing the discharge of pollutants to storm water from contaminated or erodible surface areas by leaving as much vegetation on-site as reasonably possible; minimizing soil exposure; stabilizing exposed soils; and preventing storm water run-on and run-off. 4153
Amended and Restated Lease Agreement 10
(10} Preventing the discharge of pollutants to storm water from buildings and grounds maintenance by washing and cleaning up with as little water as reasonably possible; preventing and cleaning up spills immediately; and keeping debris from entering the storm drains. (11) Preventing the discharge of pollutants to storm water from building repair, remodeling, and construction by using appropriate containment and erosion controls; and enclosing or covering building material storage areas.
(12) Preventing the discharge of pollutants to storm water and receiving waters from over water activities by minimizing over water maintenance; limiting over water hull surface maintenance to sanding and minor painting; not spray painting vessels while they are on the water; avoid washing down boats with soap and detergent; using phosphate-free and biodegradable detergent for hull washing; keeping organic and inorganic wastes out of the water; and cleaning up spills and wastes immediately. "Over water activities" refers to activities undertaken by Tenant on the waters of San Francisco Bay or waters flowing into San Francisco Bay.
(13) Preventing the discharge of pollutants to storm water by using ground cloths when painting boats on land; using tarps, plastic sheeting, or other material to contain spray paint and blasting sand; properly disposing of surface paint chips, used blasting sand, residual paints, and other material; and sweeping any drydocks before flooding them.

5.03. Right of Entry. Landlord, its employees, agents and consultants, shall have the right to enter the Premises at any time in order to conduct periodic environmental inspections and tests to determine whether any Hazardous Materials are present. The costs and expenses of such inspections shall be paid by Landlord unless a default or breach of this Lease, violation of Laws or contamination caused or permitted by Tenant is found to exist. In such event, Tenant shall reimburse Landlord upon demand, as additional rent, for the reasonable costs and expenses of such inspections.

5.04. Notice to Landlord. Tenant shall promptly notify Landlord in writing of: (i) any enforcement, clean-up, removal or other governmental or regulatory action instituted or threatened regarding the Premises pursuant to any Laws; (ii) any claim made or threatened by any person against Tenant or the Premises relating to damage, contribution, cost recovery, compensation, loss or injury resulting from or claimed to result from any Hazardous Material; and (iii) any reports made to or received from any governmental agency arising out of or in connection with any Hazardous Material in or removed from the Premises, including any complaints, notices, warnings or asserted violations in connection therewith.

Article 6.

Insurance, Indemnity, Condemnation, Damage and Default

6.01. Landlord's Insurance. At no cost to Tenant, Landlord may secure and maintain policies of insurance for the Premises covering loss of or damage to the Premises, but excluding all alterations, additions and improvements to the Premises made by or on behalf of Tenant, with loss payable to Landlord. Landlord shall not be obligated to obtain insurance for Tenant's trade fixtures, equipment, furnishings, machinery or other property. Such policies shall provide protection against fire and extended coverage perils and such additional perils as Landlord deems suitable, and with such deductible(s) as Landlord shall deem reasonably appropriate.

6.02. Tenant's Insurance Requirements. Tenant, at its own cost and expense, shall provide and maintain insurance coverage as required in Exhibit B, "City of Richmond Insurance Requirements for Lessees".

6.03. Indemnity and Exoneration.
(a) Except to the extent caused by the sole active negligence or willful misconduct of Landlord, Landlord and Landlord's representatives shall not be liable for any loss, injury or damage to person or property of Tenant, Tenant's agents, employees, contractors, invitees or any other person, 4154
Amended and Restated Lease Agreement 11
whether caused by theft, fire, act of God, acts of the public enemy, riot, strike, insurrection, war, court order, requisition or order of governmental body or authority or that may arise through repair, alteration or maintenance of any part of the Premises or failure to make any such repair or from any other cause whatsoever except as expressly otherwise provided in Sections 6.05 and 6.06. (1) Except to the extent caused by the sole active negligence or willful misconduct of Landlord, its agents, contractors or employees, Tenant shall indemnify, protect, defend and hold the Landlord and its representatives, harmless of and from any and all claims, liability, costs, penalties, fines, damages, injury, judgments, forfeiture, losses (including without limitation diminution in the value of the Premises) or expenses (including without limitation attorneys' fees, consultant fees, testing and investigation fees, expert fees and court costs) arising out of or in any way related to or resulting directly or indirectly from (i) the use or occupancy of the Premises, (ii) the activities of Tenant, its agents, employees, contractors or invitees in or about the Premises, (iii) any failure to comply with any applicable law, and (iv) any default or breach by Tenant in the performance of any obligation of Tenant under this Lease.
(b) Tenant shall indemnify, protect, defend and hold the Landlord and its representatives, harmless of and from any and all claims, liability, costs, penalties, fines, damages, injury, judgments, forfeiture, losses (including without limitation diminution in the value of the Premises) or expenses (including without limitation attorneys' fees, consultant fees, testing and investigation fees, expert fees and court costs) arising out of or in any way related to or resulting directly or indirectly from work or labor performed, materials or supplies furnished to or at the request of Tenant or in connection with obligations incurred by or performance of any work done for the account of Tenant in the Premises. (c)
this Lease.

The provisions of this Section 6.03 shall survive the expiration or sooner termination of

6.04. Waiver of Subrogation. Tenant agrees that in the event of loss arising out of any of the perils for which it has agreed to provide insurance against, Tenant shall look solely to its insurer for recovery. Tenant hereby grants to Landlord, on behalf of its insurers, a waiver of any right to subrogation which any such insurer of Tenant may acquire against Landlord by virtue of the payment of any loss under such insurance.

6.05. Condemnation. If all or any portion of the Premises are taken under the power of eminent domain or sold under the threat of the exercise of such power (all of which are referred to herein as "condemnation"), this Lease shall cease and terminate as of the date of taking. All proceeds from any condemnation of the Premises shall belong and be paid to Landlord; provided that Tenant shall be entitled to any compensation separately awarded to Tenant for loss of Tenant's trade fixtures, if any.

6.06. Damage or Destruction. In the event of a fire or other casualty in the Premises, this Lease shall terminate effective immediately. The proceeds from any insurance paid by reason of damage to or destruction of the Premises or any part thereof insured by Landlord shall belong to and be paid to Landlord. The proceeds from any insurance paid by reason of damage to or destruction of the Premises or any part thereof insured by Tenant shall belong to and be paid to Tenant. Landlord and Tenant agree that the terms of this Lease shall govern the effect of any damage to or destruction of the Premises with respect to the termination of this Lease and hereby waive the provisions of any present or future statute or law to the extent inconsistent therewith.

6.07. Default by Tenant.
(a) Events Of Default. The occurrence of any of the following shall constitute an event of default on the part of Tenant:
(1) Nonpayment Of Rent. Failure to pay any installment of Rent due and payable hereunder where such failure continues for a period of five (5) business days after written notice thereof to Tenant;
4155
Amended and Restated Lease Agreement 12
(2) Other Obligations. Failure to perform any obligation, agreement or covenant under this Lease other than those matters specified in Sections 6.07(a}(1), such failure continuing for a period of thirty (30) days after written notice of such failure (or such longer period as is reasonably necessary to remedy such default, provided that Tenant commences the remedy within such thirty (30)- day period and continuously and diligently pursues such remedy until such default is cured); (3)
benefit of creditors;
General Assignment. Any general arrangement or assignment by Tenant for the (4) Bankruptcy. The filing of any voluntary petition in bankruptcy by Tenant, or the filing of an involuntary petition against Tenant, which involuntary petition remains undischarged for a period of ninety (90) days. In the event that under applicable law the trustee in bankruptcy or Tenant has the right to affirm this Lease and continue to perform the obligations of Tenant hereunder, such trustee or Tenant shall, within such time period as may be permitted by the bankruptcy court having jurisdiction, cure all defaults of Tenant hereunder outstanding as of the date of the affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant's obligations under this Lease;
(5) Receivership. The appointment of a trustee or receiver to take possession of all or substantially all of Tenant's assets or the Premises when possession is not restored to Tenant within ten (10) business days;
(6) Attachment. The attachment, execution or other judicial seizure of all or substantially all of Tenant's assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of ten (10) business days after the levy thereof; (7) Insolvency. The admission by Tenant in writing of its inability to pay its debts as they become due; the filing by Tenant of a petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation; the filing by Tenant of an answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any such proceeding; or, if within sixty (60) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed.
(b) Remedies Upon Default.
(1) Termination. If an event of default occurs, Landlord shall have the right, with or without notice or demand, immediately (after expiration of any applicable notice and grace periods specified herein) to terminate this Lease, and at any time thereafter to recover possession of the Premises or any part thereof and expel and remove therefrom Tenant and any other person occupying the same, by any lawful means, and again repossess and enjoy the Premises without prejudice to any of the remedies that Landlord may have under this Lease, or at law or in equity by reason of Tenant's default or of such termination.
(2) Continuation After Default. Even though Tenant has breached this Lease and/or abandoned the Premises, this Lease shall continue in effect for so long as Landlord does not terminate Tenant's right to possession under Section 6.07(b)(1) hereof in writing, and Landlord may enforce all of its rights and remedies under this Lease, including (but without limitation) the right to recover Rent as it becomes due, and Landlord, without terminating this Lease, may exercise all of the rights and remedies of a landlord under Section 1951.4 of the Civil Code of the State of California or any amended or successor code section. Acts of maintenance or preservation, efforts to relet the Premises or the appointment of a receiver upon application of Landlord to protect Landlord's interest under this Lease shall not constitute an election to terminate Tenant's right to possession. If Landlord elects to relet the Premises for the account of Tenant, the rent received by Landlord from such reletting shall be applied as follows: first, to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord; second, to the payment of any costs of such reletting; third, to the payment of Rent due and 4156
Amended and Restated Lease Agreement 13
unpaid hereunder; and the balance, if any, shall be held by Landlord and applied in payment of future Rent as it becomes due. If that portion of rent received from the reletting that is applied against the Rent due hereunder is less than the amount of the Rent due, Tenant shall pay the deficiency to Landlord promptly upon demand by Landlord. Such deficiency shall be calculated and paid monthly. Tenant shall also pay to Landlord, as soon as determined, reasonable costs and expenses incurred by Landlord in connection with such reletting or in making alterations and repairs to the Premises that are not covered by the rent received from the reletting.
(c) Damages Upon Termination. Should Landlord terminate this Lease pursuant to the provisions of Section 6.07{b){1) hereof, Landlord shall have all the rights and remedies of a landlord provided by Section 1951.2 of the Civil Code of the State of California or any amended or successor code section. Upon such termination, in addition to any other rights and remedies to which Landlord may be entitled under applicable law, Landlord shall be entitled to recover from Tenant: (i) the worth at the time of award of the unpaid rent and other amounts that had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent that would have been earned after termination until the time of award exceeds the amount of such rent loss that Tenant proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such rent loss that Tenant proves could be reasonably avoided; and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or that, in the ordinary course of things, would be likely to result therefrom. The "worth at the time of award" of the amounts referred to in clauses (i) and (ii) shall be computed with interest at the lesser of eighteen percent (18%) per annum or the maximum rate then allowed by law. The "worth at the time of award" of the amount referred to in clause (iii) shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%). (d) Late Charge. If any payment required to be made by Tenant under this Lease is not received by Landlord on or before the date the same is due, Tenant shall pay to Landlord an amount equal to five percent (5%) of the delinquency. The parties agree that Landlord would incur costs not contemplated by this Lease by virtue of such delinquencies, including without limitation administrative, collection, processing and accounting expenses, the amount of which would be extremely difficult to compute, and the amount stated herein represents a reasonable estimate thereof. Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant's breach or default with respect to such delinquency, or prevent Landlord from exercising any of Landlord's other rights and remedies. (e) Interest on Past-Due Obligations. Except as expressly otherwise provided in this Lease, any Rent due Landlord hereunder, other than late charges, that is not received by Landlord on the date on which it was due, shall bear interest from the day after it was due at the maximum rate then allowed by law, in addition to the late charge provided for in Section 6.06(d). (f) Landlord's Right to Perform. Notwithstanding anything to the contrary set forth elsewhere in this Lease, in the event Tenant fails to perform any affirmative duty or obligation of Tenant under this Lease, then within five (5) business days after written notice to Tenant (and without notice in case of an emergency) Landlord may (but shall not be obligated to) perform such duty or obligation on Tenant's behalf, including, without limitation, the obtaining of insurance policies or governmental licenses, permits or approvals. Tenant shall reimburse Landlord upon demand for the reasonable costs and expenses of any such performance (including penalties, interest and attorneys' fees incurred in connection therewith).

Such reasonable costs and expenses incurred by Landlord shall be deemed additional rent hereunder. (g) Remedies Cumulative. All rights, privileges and elections or remedies of Landlord are cumulative and not alternative with all other rights and remedies at law or in equity to the fullest extent permitted by law.
(h) Waiver. Tenant waives any right of redemption or relief from forfeiture under California Code of Civil Procedure Sections 1174 and 1179, or under any other present or future law in the event Tenant is evicted and Landlord takes possession of the Premises by reason of a default. 4157
Amended and Restated Lease Agreement 14
Article 7.

Miscellaneous Matters

7.01. Security Deposit. On execution of this Lease Tenant shall deliver to Landlord the sum of $0.00 (the "Deposit"). The Deposit shall be held by Landlord as security for the performance by Tenant of all of the provisions of this Lease. Following an event of default by Tenant under this Lease, Landlord may use, apply or retain all or any portion of the Deposit for the payment of any rent or other charge in default, or the payment of any other sum to which Landlord may become obligated by Tenant's default, or to compensate Landlord for any expense, loss or damage which Landlord may suffer thereby.

If Landlord so uses or applies all or any portion of the Deposit, then within ten (10) days after demand therefor Tenant shall deposit cash with Landlord in an amount sufficient to restore the Deposit to the full amount thereof, and Tenant's failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep the Deposit separate from its general accounts. If Tenant performs all of Tenant's obligations under this Lease, the Deposit, or so much thereof as has not theretofore been applied by Landlord, shall be returned, without payment of interest for its use, to Tenant (or, at Landlord's option, to the last assignee, if any, of Tenant's interest under this Lease) at the expiration of the term hereof, and after Tenant has vacated the Premises. No trust relationship is created herein between Landlord and Tenant with respect to the Deposit. Tenant waives the provisions of California Civil Code Section 1950.7, and all other present and future laws which restrict the amount or types of claim that a landlord may make upon a security deposit or imposes upon a landlord or a successor any obligation with respect to the handling or return of security deposits.

7.02. No Brokers. Tenant and Landlord each represents and warrants to the other that they have not had any dealings with any agents, brokers, finders or other similar parties in connection with the negotiation of this Lease and the consummation of the transaction contemplated hereby. Each of Tenant and Landlord hereby agrees to indemnify, defend and hold the other free and harmless from and against liability for compensation or charges that may be claimed by any agent, broker, finder or other similar party by reason of any dealings with or actions in connection with the negotiation of this Lease and the consummation of this transaction, including any costs, expenses and attorneys' fees incurred with respect thereto.

7.03. No Waiver. No waiver by Landlord of the default or breach of any term, covenant or condition of this Lease by Tenant shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent default or breach by Tenant of the same or of any other term, covenant or condition hereof. Landlord's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Landlord's consent to, or approval of, any subsequent or similar act by Tenant, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent. Regardless of Landlord's knowledge of a default or breach at the time of accepting Rent, the acceptance of Rent by Landlord shall not be a waiver of any preceding default or breach by Tenant of any provision hereof, other than the failure of Tenant to pay the particular Rent so accepted.

Any payment given Landlord by Tenant may be accepted by Landlord on account of monies or damages due Landlord, notwithstanding any qualifying statements or conditions made by Tenant in connection therewith, which statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Landlord at or before the time of deposit of such payment.

7.04. Recording. Neither this Lease nor a memorandum thereof shall be recorded without the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion.

7.05. Holding Over. If Tenant holds over after expiration or termination of this Lease without the written consent of Landlord, such tenancy shall be from month-to-month only, and in such case Base Rent shall be payable at a monthly rate equal to one hundred fifty percent (150%} of the Base Rent to that which Tenant was obligated to pay for the month immediately preceding the end of the Term, together with such other amounts as may become due hereunder. No holding over by Tenant after the Term shall operate to extend the Term. Any holding over with the consent of Landlord in writing shall thereafter constitute a month-to-month lease, terminable upon thirty (30) days' written notice from either party, at a monthly rental rate equal to that which Tenant was obligated to pay for the month immediately preceding the end of the Term, together with such other amounts as may become due hereunder. 4158
Amended and Restated Lease Agreement 15

7.06. Transfers by Landlord. Landlord shall have the right to transfer and assign, in whole or in part, all its rights and obligations hereunder and in the Premises and other property referred to herein, and in such event and upon such transfer (any such transferee to have the benefit of, and be subject to, the rights and obligations of Landlord hereunder), Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of Landlord for the performance of such obligations.

7.07. Attorneys' Fees. In the event either party places the enforcement of this Lease, or any part of it, or the collection of any Rent due, or to become due, hereunder, or recovery of the possession of the Premises, in the hands of an attorney, or files suit upon the same, the prevailing party shall recover its reasonable attorneys' fees, costs and expenses, including those that may be incurred on appeal. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not suit is filed or any suit that may be filed is pursued to decision or judgment. The term "prevailing party" shall include, without limitation, a party who substantially obtains or defeats the relief sought, as the case may be, whether by judgment or the abandonment by the other party of its claim or defense; provided however, the parties may agree to compromise or settlement in writing, which compromise or settlement may include a provision that each party is to bear their own attorneys' fees and costs. The attorneys' fee award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred.

7.08. Termination; Merger. No act or conduct of Landlord, including, without limitation, the acceptance of keys to the Premises, if any, shall constitute an acceptance of the surrender of the Premises by Tenant before the scheduled Expiration Date. Only a written notice from Landlord to Tenant shall constitute acceptance of the surrender of the Premises and accomplish a termination of this Lease.

7.09. Amendments; Interpretation. This Lease may not be altered, changed or amended, except by an instrument in writing signed by the parties in interest at the time of the modification. The captions of this Lease are for convenience only and shall not be used to define or limit any of its provisions.

7.10. Severability. If any term or provision of this Lease, or the application thereof to any person or circumstances, shall to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Lease shall be valid and shall be enforceable to the fullest extent permitted by law.

7.11. Notices. All notices, demands, consents and approvals that are required or permitted by this Lease to be given by either party to the other shall be in writing and shall be deemed to have been fully given by personal delivery or by recognized overnight courier service or when deposited in the United States mail, certified or registered, with postage prepaid, and addressed to the party to be notified at the address for such party specified on the Basic Lease Information sheet, or to such other place as the party to be notified may from time to time designate by at least fifteen (15) days' notice to the notifying party given in accordance with this Section 7.11. A copy of all notices given to Landlord under this Lease shall be concurrently transmitted to such party or parties at such addresses as Landlord may from time to time hereafter designate by notice to Tenant.

Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon.

Notices delivered by recognized overnight courier shall be deemed given twenty-four (24) hours after delivery of the same to the courier. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.

7.12. Force Majeure. Any prevention, delay or stoppage of work to be performed by Landlord or Tenant that is due to strikes, labor disputes, inability to obtain labor, materials, equipment or reasonable substitutes therefor, acts of God, governmental restrictions or regulations or controls, judicial orders, enemy or hostile government actions, civil commotion, or other causes beyond the reasonable control of the party obligated to perform hereunder, shall excuse performance of the work by that party for 4159
a period equal to the duration of that prevention, delay or stoppage. Nothing in this Section 7.12 shall excuse or delay Tenant's obligation to pay Rent or other charges due under this Lease.

7.13. Successors and Assigns. This Lease shall be binding upon and inure to thebenefit of Landlord, its successors and assigns (subject to the provisions hereof) and shall be binding upon and inure to the benefit of Tenant, its successors.

7.14. Further Assurances. Landlord and Tenant each agree to promptly sign all documents reasonably requested to give effect to the provisions of this Lease.

7.15. No Prior Agreements. This Lease, including the exhibits and addenda attached to it, contains all agreements of Landlord and Tenant with respect to any matter referred to herein. No prior agreement or understanding pertaining to such matters shall be effective.

7.16. Applicable Law. This Lease shall be governed by, construed and enforced in accordance with the laws of the State of California. This Lease is made in Contra Costa County, California, and any action relating to this Lease shall be instituted and prosecuted in the courts of Contra Costa County, California.

7.17. Time of the Essence. Time is of the essence of each and every covenant of this Lease.

Each and every covenant, agreement or other provision of this Lease on Tenant's part to be performed shall be deemed and construed as a separate and independent covenant of Tenant, not dependent on any other provision of this Lease or on any other covenant or agreement set forth herein.

7.18. No Joint Venture. This Lease shall not be deemed or construed to create or establish any relationship of partnership or joint venture or similar relationship or arrangement between Landlord and Tenant hereunder. If requested by Landlord, Tenant shall post signs at the Premises stating that Landlord is not responsible for the day-to-day operations of the Premises.

7.19. Authority. If Tenant is a corporation, limited liability company, trust or general or limited partnership, each individual executing this Lease on behalf of Tenant represents and warrants that he or she is duly authorized to execute and deliver this Lease on Tenant's behalf and that this Lease is binding upon Tenant in accordance with its terms.

IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year first written above.
4160
2 ATTEST:

Clerk
Reviewed by:
_________________
City Attorney
LANDLORD: City of Richmond
By:

Name:

Title:

TENANT:

By:

Name:

Title:
4161
Exhibit A
Premises
The Premises is located at 3230 MacDonald Avenue, Richmond, California 94804 and consists of 2247 rentable square feet. The Premises is located on the south-east comer of MacDonald Avenue and 33rdStreets in Richmond. The Contra Costa County Assessor has assigned parcel number 516-240-003 to the Premises.
4162
Exhibit B
City of Richmond Insurance Requirements for Lessees
Attached (Exhibit E -Type 4)
4163
Revised: September 2011

EXHIBITS
City of Richmond- Insurance Requirements
YWCA of Contra Costa County
In all instances where LESSEE or its representatives will be leasing or using City of Richmond (City) property for an extended period, the City requires the following minimum insurance requirements and limits.

LESSEE shall procure and maintain for the duration of the contract or lease agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the LESSEE's,its agents', representatives', employees' or vendor's use of the premises. Maintenance of proper insurance coverage is a material element of the contract or lease agreement. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a materialbreach of contract.

LESSEE agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, LESSEE shall look solely to its insurance for recovery. LESSEE hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either LESSEE or CITY with respect to the services of LESSEE herein, a waiver of any right to subrogation which any such insurer of said LESSEE may acquire against the CITY by virtue of the payment of any loss under such insurance.

Original, signed certificates and original, separate policy endorsement, naming the City as an additional insured for general liability coverage, as well as a waiver of subrogation for Workers' Compensation Insurance (If applicable), shall be received and approved by the City before occupancy may occur. However, failure to do so shall not operate as a waiver of these insurance requirements.

City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of the Lease.

Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of LESSEE.

Minimum Scope of Insurance - the following forms shall be provided and coverage shall be at least as broad as the following:

1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001).

2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto).

3. Original and Separate Additional Insured Endorsements for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.

4. Workers' Compensation insurance as required by the State of California including Employer's Liability (for LESSEE's with employees).

5. Original and Separate Waiver of Subrogation for Workers' Compensation Insurance (if applicable).

6. Property insurance against all risks of loss to tenant improvements, betterments and contents.

Required Coverage Minimum Limits
Workers' Compensation and
Employers' Liability
Statutory limits as required by the State of California including $1million Employers' Liability per accident, per employee for bodily injury or disease.

If LESSEE is self-insured, provide a certificate of Permission to Self-Insure, signed by the California Department of Industrial Relations and SelfInsurance. If Lessee is a sole proprietor (has no employees) than Lessee must sign "Contractor Release of Liability" found at:
btto;llwww.d.rlcbmontl.q.usflndeiC.asoxln/d=6l .

General Liability
(primary and excess limits
combined)
$2,000,000 per occurrence for bodily injury,personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate).

Policy shall also include coverage for liability arising out of the use and operation of any City-owned or City-furnished equipment used or operated by the ESSEE, its employees, agents or others with LESSEE's permission.

Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.

Automobile Liability $1,000,000 per occurrence for bodily Injury and property damage.

Type 4 - Page 1of 3
4164

EXHIBITB
Type 4 - Page 2 of 3
Revised: September 2011
City of Richmond - Insurance Requirements
YWCA of Contra Costa County
Property Insurance - Only
applicable to leases of City
property involving tenant
improvements, betterments and
contents
Total value of all tenant Improvements,betterments, and contents.

The City of Richmond shall be named as Joss payee as its interest may appear. The insurer shall waive all rights against City.

Lessee's Contractors and
Consultants
Lessee's contractors and consultants of every type that will perform work on the City's property must meet the insurance requirements listed above (except Property Insurance), and the City shall be named by each contractor and consultant as an additional insured on the general liability coverage.

Such coverage shall remain in place for the duration of the contractor's or consultant's work on the premises subject to the Right of Entry Agreement.

Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability Coverage.

The City of Richmond, its officers, officials, employees, agents and I volunteers are to be covered as insureds for all liability arising out of ownership, maintenance or use of that part of the premises leased or used by the LESSEE.

Primary and Noncontributory The LESSEE's insurance coverage must be primary as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the LESSEE, shall be excess of the LESSEE's insurance, and shall not contribute with it.

A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, LESSEE must replace coverage immediately and provide notice to City.

Waiver of Subrogation
Endorsement Form
LESSEE's insurer will provide a Waiver of Subrogation in favor of the Workers' Compensation Insurance during the life of this contract.

SAMPLE Endorsements can be found at
City for
b.ttll.lil mr.,i.d.mmrm.st.a.u. llml.121!..il.fll.l!Zalfl.=§.l.

Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the LESSEE shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.

LESSEE is responsible for satisfaction of the deductible and/or self-insured retention for each Joss.

Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverages and cover those insured in the underlying policies.

Sublets
LESSEE shall not sublet the premises without the advance written consent of the City. Sublessees shall be subject to all of the requirements stated herein. Sublessee(s) must furnish to the City for review and approval, separate certificates and endorsements.

LESSEE agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either LESSEE or any sublessee(s) to take out or maintain the required insurance policies. The fact that Insurance is 4165
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City of Richmond - Insurance Requirements
YWCA of Contra Costa County
obtained by LESSEE, and/or LESSEE's Sublessees, contractors or consultants, will not be deemed to release or diminish the liability of LESSEE, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from LESSEE or any third party will not be limited by the amount of the required insurance coverage.

Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before LESSEE mav occupv the premises. The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.

Original insurance certificates and required policy endorsements shall be mailed or delivered to the Designated Project Manager for the City of Richmond.

Insurance certificates and endorsements may be faxed to the Designated Project Manager. However, Lessee must mail the original certificates and endorsements to Designated Project Manager once faxed.

Continuous Coverage
LESSEE shall maintain the required insurance for the life of the contract or lease agreement. Should the LESSEE cease to have insurance as required during this time, LESSEE's right to use or occupy the premises may be rescinded. In the event that LESSEE fails to comply with the City's insurance requirements, the City may take such action as it deems necessary to protect the City's interests including but not limited to termination of the contract or lease agreement, eviction, or other actions as the City deems appropriate.

If LESSEE's use or occupancy of the premises extends beyond the expiration dates of the required insurance policies initially approved by the City, LESSEE must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.

Cancellation
LESSEE shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days' prior written notice has been given to the City.

Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City,its officers, officials, employees or volunteers.

Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable. 4166

October 17, 2023
Library and Community Services
DATE: October 17, 2023
TO: Mayor Martinez and Members of the City Council
FROM: LaShonda White, Deputy City Manager – Community
Services
Sam Vaughn, Deputy Director of Community Services -
Office of Neighborhood Safety
Subject: Approval to Receive Grant Award from the Chevron Community Engagement Foundation
FINANCIAL IMPACT: The receipt of this grant will provide $35,000 to the Office of Neighborhood Safety (ONS) to provide general and
emergency support services and opportunities for the
ONS Operation Peacemaker Fellowship.

PREVIOUS COUNCIL
ACTION:

N/A

STATEMENT OF THE
ISSUE:

The Office of Neighborhood Safety (ONS) received a
grant award in the amount of $35,000 from the Chevron
Community Engagement Foundation to provide general
and emergency support for the ONS Operation
Peacemaker Fellowship supported by ONS street
outreach efforts.

RECOMMENDED ACTION: ADOPT a resolution to ACCEPT and APPROPRIATE a grant award from the Chevron Community Engagement
Foundation in the amount of $35,000 for the Office of
Neighborhood Safety Operation Peacemaker Fellowship
program – Community Services Department (LaShonda
White 510-620-6828/Sam Vaughn 510-620-6512).

DISCUSSION:

AGENDA
REPORT
4167

October 17, 2023
The Office of Neighborhood Safety (ONS) has been awarded a grant in the amount of $35,000 from the Chevron Community Engagement Foundation to provide general operating support for ONS and its Operation Peacemaker Fellowship program. The funds will be used to provide support services opportunities and emergency services for Richmond youth most likely to be affected and/or confronted by gun violence.

DOCUMENTS ATTACHED:

Attachment 1 – Resolution
4168
RESOLUTION NO.

A RESOLUTION OF THE COUNCIL OF THE CITY OF RICHMOND,

CALIFORNIA, ACCEPTING AND APPROPRIATING THE GRANT AWARD

PROVIDED BY THE CHEVRON COMMUNITY ENGAGEMENT FOUNDATION IN THE AMOUNT OF $35,000
WHEREAS, the City of Richmond’s Office of Neighborhood Safety (ONS) desires to receive grant funds provided by the Chevron Community Engagement Foundation; and WHEREAS, ONS will provide violence intervention, prevention, and suppression activities services through the Chevron Community Engagement Foundation grant funds as part of its effort to reduce violence through evidence-based programs and activities.

NOW, THEREFORE, BE IT RESOLVED that the City Council accepts and appropriates the grant award from the Chevron Community Engagement Foundation in the amount of $35,000 to provide general and emergency support for the ONS Operation Peacemaker Fellowship supported by ONS street outreach efforts.

BE IT FURTHER RESOLVED that grant funds received hereunder shall not be used to supplant expenditures controlled by this body.

BE IT FURTHER RESOLVED that ONS agrees to all terms required by the Chevron Community Engagement Foundation to fulfill the obligations of this grant award. 4169
**********************
I certify that the foregoing resolution was passed and adopted by the Council of the City of Richmond at a regular meeting thereof held__________, 2023, by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:
____________________
Mayor
Approved as to form:
_______________________
City Attorney
State of California }
County of Contra Costa
City of Richmond }
I certify that the foregoing is a true copy of Resolution No._____, finally passed and adopted by the City Council of the City of Richmond at a regular meeting held _____________,
2023.
4170

October 17, 2023
Library and Community Services
DATE: October 17, 2023
TO: Mayor Martinez and Members of the City Council
FROM: LaShonda White, Deputy City Manager – Community
Services
Denée Evans, Transportation Services Project Manager
Subject: Resolution to Accept and Appropriate California State Transportation Agency Funds
FINANCIAL IMPACT: The grant funds awarded from the California State Transportation Agency in the amount of $3,117,500, in
combination with the City’s match of $3,117,500 from the Environmental and Community Investment Agreement
(ECIA) Transportation Fund (Fund 1017), will cover the
cost of the amended contract to expand shuttle service to additional areas of Richmond. City staff will work with Finance to encumber the total amount of funds for the
grant match or allocate funds annually.

If the Resolution is not approved, the Transportation
Division will be ineligible to expand operations for the Richmond Moves shuttle program, leveraging the grant
funds and the ECIA grant match funds, as prioritized
within the adopted First Mile Last Mile Strategic Plan.

PREVIOUS COUNCIL
ACTION:

July 6, 2021, October 1, 2021, April 17, 2022, and
September 12, 2023.

AGENDA
REPORT
4171

October 17, 2023

STATEMENT OF THE
ISSUE:

The City received a notice of award from the California State Transportation Agency (CALSTA) to receive funds
to expand the existing Richmond Moves shuttle service
citywide. The awarded funds, in combination with ECIA
transportation grant match funds, will cover the cost of an amended contract with Nomad Transit, LLC (dba Via) to
add five vehicles, and to extend shuttle operations to
better serve the entire city.

RECOMMENDED ACTION: ADOPT a resolution authorizing the city manager or their designee to enter a master funding agreement with the
California State Transportation Agency and fulfill all
related grant requirements; ACCEPT and
APPROPRIATE $3,117,500 in grant funds awarded by
the Transit and Intercity Rail Capital Program;
AUTHORIZE and APPROPRIATE a grant match in the
amount of $3,117,500 from the Environmental and
Community Investment Agreement (ECIA) transportation
budget; and APPROVE a sole-source fourth contract
amendment with Nomad Transit, LLC (Via) to increase
the contract limit by $6,235,000, for a new total contract limit not to exceed $8,335,731, and extend the term
through July 7, 2027 – Community Services Department
(LaShonda White 510-620-6828/ Denée Evans 510-621-
1718).

DISCUSSION:

On April 24, 2023, the Richmond Transportation Department was notified via email that the California State Transportation Agency (CALSTA) had selected the City of Richmond to receive a grant for the citywide expansion of the Richmond Moves Electric Shuttle program. The funds are provided through the Transit and Intercity Rail Capital Program (TIRCP) in the amount of $6,235,000.

The total grant award includes direct funds from the TIRCP in the amount of $3,117,500 which requires a City of Richmond grant match in the amount of $3,117,500, for a total grant award of $6,235,000.

The Transit and Intercity Rail Capital Program (TIRCP)
The Transit and Intercity Rail Capital Program (TIRCP) was created by Senate Bill (SB) 862 (Chapter 36, Statutes of 2014) and modified by Senate Bill 9 (Chapter 710, Statutes of 2015), to provide grants from the Greenhouse Gas Reduction Fund (GGRF) to fund transformative capital improvements that will modernize California’s intercity, commuter, and urban rail systems, and bus and ferry transit systems, to significantly reduce emissions of greenhouse gases, vehicle miles traveled, and congestion. Through the six cycles of TIRCP funding, the California State Transportation Agency (CALSTA) has 4172

October 17, 2023
awarded more than $10 billion in funding to 132 projects throughout the state. The legislation of these bills is established in Sections 75220 through 75225 of the Public Resources Code (PRC). Assembly Bill 398 (Chapter 135) extended the Cap-and-Trade Program that supports the TIRCP from 2020 through 2030.

The TIRCP was created to fund transformative capital improvements that modernize California’s intercity rail, bus (including feeder buses to intercity rail services, as well as vanpool services that are eligible to report as public transit to the Federal Transit Administration), ferry, and rail transit systems (collectively referred to as transit services or systems inclusive of all aforementioned modes unless otherwise specified) to achieve all of the following policy objectives, as established in Section 75220(a) of the PRC:

1. Reduce emissions of greenhouse gases

2. Expand and improve transit service to increase ridership

3. Integrate the rail service of the state’s various rail operations, including integration with the high‐speed rail system

4. Improve transit safety
Additionally, Section 75221(c) of the PRC establishes a programmatic goal to provide at least 25 percent of available funding to projects that provide a direct, meaningful, and assured benefit to disadvantaged communities.

The TIRCP funds for this General Fund cycle are available for award, encumbrance and liquidation, and are expected to be fully encumbered and liquidated by June 30, 2027.

The Project
The TIRCP project expands the existing Richmond Moves microtransit services to provide service within the entire city boundaries of the City of Richmond utilizing zero emission vehicles. In total, City’s microtransit fleet will expand from five (5) vans to a total of ten (10) zero emission vehicles to operate the service city-wide.

Launched in April 2022, the service known as “Richmond Moves”, was designed with the goal of providing better service to disadvantaged areas of Richmond by providing general mobility and greater access to regional mobility hubs such as the Richmond BART/Amtrak station, the El Cerrito del Norte BART station, and the Richmond Ferry Terminal.

The Richmond Moves program is a Clean Mobility Options Voucher Pilot Program (CMO) project that is funded through the California Air Resources Board. The City with Nomad Transit, LLC (dba Via) as the shuttle operator, is a first round CMO awardee.

The five-year program provided awardees with up to $1 Million dollars to develop and operate clean transportation services for a funding period of three years. Awardees were also required to secure additional funds to sustain the project for the remaining two years of the five-year CMO term and beyond. Richmond staff recently secured an additional $500,000 in CMO funds. The additional funds allow the City to add two vans 4173

October 17, 2023
to increase the Richmond Moves fleet total to five and funds the Via operations to expand the service area.

The service will continue to utilize zero-emission electric vehicles, grouping multiple passengers heading in the same direction, and booking passengers into a shared vehicle, thereby improving efficiencies for both the rider and the city, and reducing greenhouse gas emissions. The new extended service will improve transit options for thousands of low-income individuals who are currently living in transit-deserts.

Richmond Moves Expanded Service Area

Blue indicates the current service zone, green is the Clean Mobility Voucher plus up funded expansion zone, and red is the new TIRCP expansion zone.

Leveraging the TIRCP funds aligns with the objectives of the City Council adopted First Mile Last Mile Strategic Plan and satisfies the CMO funding agreement requirements to sustain the program beyond the pilot term.

City staff recommends the City Council adopt a resolution authorizing the City to enter a master funding agreement with the California State Transportation Agency and fulfill all related grant requirements; accept and appropriate an amount of $3,117,500 in grant funds awarded by the Transit and Intercity Rail Capital Program; authorize a grant match in the amount of $3,117,500 from the ECIA transportation budget; and approve a 4174

October 17, 2023
fourth contract amendment with Via to increase the contract limit by $6,235,000, for a new total contract limit not to exceed $8,335,731 and extend the contract term from October 1, 2021, to July 7, 2027.

DOCUMENTS ATTACHED:

Attachment 1 – Authorizing Resolution TIRCP_ Richmond
Attachment 2 – CA Department of Transportation TIRCP_ Richmond Master Agreement Attachment 3 – 2023 Cycle 6 New TIRCP Award List
Attachment 4 – Fourth Amendment to the Via Contract
Attachment 5 -- Original Via Contract with amendments
Attachment 6 – Via Sole Source
4175
RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RICHMOND, CALIFORNIA

AUTHORIZING THE EXECUTION OF A CALIFORNIA DEPARTMENT OF

TRANSPORTATION MASTER AGREEMENT AND

PROGRAM SUPPLEMENTS FOR TRANSIT AND INTERCITY RAIL CAPITAL PROGRAM PROJECTS (TIRCP) BY CHAPTER 36 (SB 862) OF THE STATUTES OF 2014
______________________________________________________________________ WHEREAS, the City of Richmond may receive state funding from the California Department of Transportation (Department) and California State Transportation Agency now or sometime in the future for transit projects; and WHEREAS, substantial revisions were made to the programming and funding process for the transportation projects programmed in the Transit and Intercity Rail Capital Program (TIRCP), by Chapter 36 (SB 862) of the Statutes of 2014; and WHEREAS, the statutes related to TIRCP transit projects require a local or regional implementing agency to execute an agreement (“Master Agreement(s)”) with the Department before it can be reimbursed for project expenditures; and WHEREAS, the Department utilizes Master Agreements for TIRCP Transit Projects, along with associated Program Supplements, for the purpose of administering and reimbursing state transit funds to local agencies; and WHEREAS, the City of Richmond wishes to delegate authorization to execute such Master Agreement and any amendments thereto to the City Manager, or their designee.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Richmond that the City agrees to comply with all conditions and requirements set forth in the Master Agreement, related amendments and applicable statutes, regulations and guidelines for all TIRCP transit projects.

NOW THEREFORE, BE IT FURTHER RESOLVED that the City Manager or their designee be authorized to execute the Master Agreement and all Program Supplements for TIRCP Transit Projects and any amendments thereto with the California Department of Transportation.
******************************************************* I certify that the foregoing resolution was passed and adopted by the City Council of the City of Richmond at a regular meeting thereof held October 17, by the following vote:
4176
AYES:

NOES:

ABSTENTIONS:

ABSENT:
_________________________________

CLERK OF THE CITY OF RICHMOND

Approved:
________________________________
Mayor
Approved as to form:
________________________________
City Attorney
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Master Agreement No. 64RichmondMA
Program Supplement No. 04RichmondPS
California State Transportation Agency
Transit and Intercity Rail Capital Program
Grant Recipient:

City of Richmond
CalSTA Transit and Intercity Rail Capital Program Administered by:

California Department of Transportation
Division of Local Assistance
1120 N Street, Room 3300
P.O. Box 942874, MS-39
Sacramento, California 94274-0001
8/20/2023 Page 1
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TABLE OF CONTENTS
RECITALS __________________________________________________________________________ 4 ARTICLE I - DEFINITIONS _____________________________________________________________ 5 ARTICLE II – TIRCP PROJECTS AND ADMINISTRATION___________________________________ 7 Section 1. TIRCP Projects and Project Management _______________________________ 7 Section 2. Program Supplement__________________________________________________ 8 A. General__________________________________________________________________ 8 B. Project Overrun__________________________________________________________ 10 C. Cost Savings and Project Completion _____________________________________ 10 D. Scope of Work___________________________________________________________ 11 E. Program Supplement Amendments_______________________________________ 11 Section 3. Allowable Costs and Payments _______________________________________ 11 A. Allowable Costs and Progress Payment Invoice____________________________ 11 B. Final Invoice_____________________________________________________________ 12 ARTICLE III – GENERAL PROVISIONS _________________________________________________ 12 Section 1. Funding______________________________________________________________ 12 Section 2. Audits and Reports ___________________________________________________ 12 A. Cost Principles ___________________________________________________________ 12 B. Record Retention________________________________________________________ 13 C. Reporting Requirements__________________________________________________ 14 Section 3. Special Requirements ________________________________________________ 16 A. California Transportation Commission Resolutions __________________________ 16 B. Recipient Resolution _____________________________________________________ 16 C. Termination______________________________________________________________ 17 D. Third Party Contracting___________________________________________________ 18 E. Change in Funds and Terms/Amendments ________________________________ 18 F. Project Ownership _______________________________________________________ 18 G. Disputes_________________________________________________________________ 21 H. Hold Harmless and Indemnification _______________________________________ 21 I. Labor Code Compliance ________________________________________________ 22 J. Non-Discrimination Clause _______________________________________________ 22 K. State Fire Marshal Building Standards Code________________________________ 23 L. Americans with Disabilities Act____________________________________________ 23 M. Access for Persons with Disabilities ________________________________________ 24 N. Disabled Veterans Program Requirements_________________________________ 24 O. Environmental Process ___________________________________________________ 24 P. Force Majeure___________________________________________________________ 25 ARTICLE IV – MISCELLANEOUS PROVISIONS__________________________________________ 25 Section 1. Miscellaneous Provisions ______________________________________________ 25 A. Successor Acts __________________________________________________________ 25 B. Successor and Assigns to the Parties ______________________________________ 25 4179
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C. Notice __________________________________________________________________ 25 D. Amendment ____________________________________________________________ 26 E. Representation and Warranties of the Parties ______________________________ 26 F. Construction, Number, Gender and Captions _____________________________ 28 G. Complete Agreement ___________________________________________________ 28 H. Partial Invalidity__________________________________________________________ 28 I. Conflicts ________________________________________________________________ 28 J. Counterparts ____________________________________________________________ 29 K. Governing Law __________________________________________________________ 29 Appendix A - TIRCP PROGRAM GUIDELINES AND DEPARTMENT DELEGATION 30 Appendix B - RECIPIENT'S RESOLUTION ______________________________________________ 31 4180
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STATE OF CALIFORNIA

DEPARTMENT OF TRANSPORTATION
Effective Date of this Agreement: October 1, 2023, or upon final signature, whichever is later
Termination Date of this Agreement: October 1, 2033
Recipient: City of Richmond
Application Funding: The Greenhouse Gas Reduction Fund and Senate Bill 1 Fund are the applicable funding
source covered by this Agreement and will be
identified in each specific Program
Supplement, adopting the terms of this
Agreement.

RECITALS

1. WHEREAS, The Global Warming Solutions Act of 2006, codified at Cal. Health & Safety C. § 38500 et seq. (the “Act”) (Assembly Bill [AB] 32, Nunez, Chapter 488) created a comprehensive program to reduce greenhouse gas emissions in California. The act required California to reduce greenhouse gases to 1990 levels by 2020, and to maintain and continue reductions beyond 2020. In March 2012, Governor Brown signed Executive Order B‐16‐2012 affirming a long‐range climate goal for California to reduce greenhouse gases from the transportation sector to 80 percent below 1990 levels by 2050.

2. WHEREAS, the Cap‐and‐Trade Program is a key element in California’s climate plan. It creates a limit on the emissions from sources responsible for 85 percent of California’s greenhouse gas emissions, establishes the price signal needed to drive long‐term investment in cleaner fuels and more efficient use of energy, and gives covered entities flexibility to implement the lowest‐cost options to reduce greenhouse gas emissions.

3. WHEREAS, in 2012, the Legislature passed and Governor Brown signed into law three bills, AB 1532 (Pérez, Chapter 807, Statutes of 2012), Senate Bill (SB) 535 (De León, Chapter 830, Statutes of 2012), and SB 1018 (Budget and Fiscal Review Committee, Chapter 39, Statutes of 2012), that established the Greenhouse Gas Reduction Fund (GGRF) to receive proceeds from the distribution of allowances via auction and provided the framework for how those auction proceeds will be appropriated and expended. These statutes require that expenditures from the 4181
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GGRF be used to facilitate the achievement of greenhouse gas emission reductions and further the purposes of the Act.

4. WHEREAS, in 2017, the Legislature passed and Governor Brown signed into law the Road Repair and Accountability Act of 2017 SB 1, which directed additional funding to the Transit and Intercity Rail Capital Program (TIRCP).

5. WHEREAS, TIRCP is funded pursuant to Public Resources Code section 75220 et seq. and Health and Safety Code section 39719(b)(1)(A).

6. WHEREAS, as directed by Cal. Pub. Resources C. §§ 75223, 75224, CalSTA has established and updated TIRCP Program Guidelines that describe the policy, standards, criteria, and procedures for the development, adoption and management of the TIRCP Program.

7. WHEREAS, Recipient submitted an application, been evaluated and selected by CalSTA in accordance with the TIRCP Program Guidelines.

8. WHEREAS, on August 17, 2015, CalSTA delegated the administration of the TIRCP Program to the Department pursuant to the TIRCP Program Guidelines and the Department’s policies and procedures for the administration of similar grant programs.

9. NOW THEREFORE, in consideration of the recitals and the rights, duties and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to the following:

10. This Agreement, entered into effective as of the date set forth above, is between the signatory public entity identified hereinabove, (hereinafter referred to as Recipient), and the STATE OF CALIFORNIA, acting by and through the California Department of Transportation (hereinafter referred to as DEPARTMENT), and subject to the approval of the California State Transportation Agency (CalSTA).

ARTICLE I - DEFINITIONS
The terms defined in this Article I shall for all purposes of this Agreement have the meanings specified herein.

1.1 “Act” refers to the Global Warming Solutions Act of 2006 (the “ACT”) (Assembly Bill [AB] 32, Nunez, Chapter 488) codified at Cal. Health & Safety C. §§ 38500 et seq.
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1.2 “Agreement” shall mean this Agreement, inclusive of all appendices and Program Supplements, whereby the Department, on behalf of CalSTA, and pursuant to the Act and as set forth herein, administers the TIRCP Program.

1.3 “Award Agreement” shall mean a project-specific subcontract to this agreement executed following Project award and may include Project specific information, expected outcomes, and deliverables.

1.4 “California Department of Transportation” or “Caltrans” or “Department” or “State” means the State of California, acting by and through its Department of Transportation of the State of the State of California, and any entity succeeding to the powers, authorities and responsibilities of the Department invoked by or under this Agreement or the Program Supplements.

1.5 “California Transportation Commission” or “CTC” shall refer to the commission established in 1978 by Assembly Bill 402 (Chapter 1106, Statutes of 1977).

1.6 “Effective Date” means the date set forth on page 4 of this Agreement.

1.7 “Greenhouse Gas Reduction Funds” or “GGRF” shall mean the funds subject to Chapter 26, Statutes of 2014, authorizing the State to fund capital improvements and operational investments for California’s transit systems and intercity, commuter, and urban rail systems.

1.8 “Senate Bill 1” or “SB 1” shall mean the funds subject to Chapter 5, Statutes of 2017, authorizing the State to fund capital improvements and investments for California’s transit systems and intercity, commuter, and urban rail systems.

1.9 “Overall Funding Plan” has the meaning set forth in Article II, Section 2(A)(5)(c).

1.10 “Program Guidelines” shall mean the policy, standards, criteria, and procedures for the development, adoption and management of the TIRCP Projects established by CalSTA and provided in Appendix A.

1.11 “Program Supplement” shall mean a project-specific subcontract to this Agreement that is executed following a CTC approved action and includes all Project specific information needed to encumber funding and shall include expected outcomes and deliverables. Also referred to as Project Supplement Agreement.

1.12 “Program Supplement Last Expenditure Date” and refers to the last date for Recipient to incur valid Project costs or credits.
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1.13 “Program Supplement Termination” shall occur when the Recipient’s obligations have been fully performed as set forth in Article II, Section 2D and Article III, Section 3(C)(2) or when terminated by convenience as set forth in Article III, Section 3(C)(1).

1.14 “Project” shall mean the project identified in Recipient’s application.

1.15 “Project Closeout Report” shall have the meaning set forth in Article II, Section 3(B).

1.16 “Project Financial Plan” shall have the meaning set forth in Article II, Section 2(A)(5)(d).

1.17 “Progress Payment Invoice” shall have the meaning set forth in Article II, Section 3A.

1.18 “Project Schedule” has the meaning set forth in Article II, Section 2(A)(5)(b).

1.19 “Scope of Work” has the meaning set forth in Article II, Section 2(A)(5)(a).

1.20 “Secretary” shall mean the Secretary of the California State Transportation Agency (CalSTA). Unless the context otherwise requires, any reference to the Secretary includes CalSTA and its officers and employees.

1.21 “State” shall mean the State of California.

1.22 “TIRCP Projects” shall mean projects that are selected and funded pursuant to the Transit and Intercity Rail Capital Program.

ARTICLE II – TIRCP PROJECTS AND ADMINISTRATION
Section 1. TIRCP Projects and Project Management

1. TIRCP Projects, pursuant to the Act, are established by CalSTA in accordance with the TIRCP Program Guidelines. Under delegation from CalSTA, the Department will administer the TIRCP Program in accordance with the TIRCP Program Guidelines and best management practices identified in the administration of similar Department grant programs.

2. By this reference, TIRCP Program Guidelines are made an express part of this Agreement and shall apply to each TIRCP Program funded Project as may be amended or updated. Recipient will cause its specific TIRCP mandated Resolution to be attached as part of any TIRCP funded Program Supplement as a condition precedent to the acceptance of GGRF or SB 1 Funds (upon availability and allocation), for such project.
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3. All inquiries during the term of this Agreement and any applicable Program Supplement will be directed to the project representatives identified below:

State’s Project Administrator:

Department of Transportation
Yesenia Ochoa
Branch Chief,
Capital Projects, North
Phone: (916) 879-0268
Email: [email protected]
Recipient’s Project Administrator:

City of Richmond
Denée Evans
Senior Transit & Transportation
Demand & Sustainability Manager
(510) 621-1718
[email protected]
Section 2. Program Supplement
A. General

1. This Agreement shall have no force and effect with respect to the Project unless and until a separate Project specific program supplement hereinafter referred to as “Program Supplement,” adopting all of the terms and conditions of this Agreement has been fully executed by both State and Recipient.

2. Recipient agrees to complete the defined scope of work for the Project, described in the Program Supplement adopting all of the terms and conditions of this Agreement.

3. A financial commitment of actual funds will only occur in each detailed and separate Program Supplement. No funds are obligated by the prior execution of this Agreement alone.

4. Recipient further agrees, as a condition to the release and payment of the funds encumbered for the scope of work described in each Program Supplement, to comply with the terms and conditions of this Agreement and all the agreed-upon special covenants and conditions attached to or made a part of the Program Supplement identifying and defining the nature of that specific scope of work.

5. The Program Supplement shall include a detailed scope of work, which shall include but not be limited to, a Project Description, a Project Schedule, an Overall Funding Plan, and a Project Financial Plan as required in the TIRCP Program Guidelines.
a. The Scope of Work shall include a detailed description of the Project and will itemize the major tasks and their estimated costs. 4185
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b. The Project Schedule shall include major tasks and/or milestones and their associated beginning and ending dates and duration. c. The Overall Funding Plan shall itemize the various Project Components, the committed funding program(s) or source(s), and the matching funds to be provided by Recipient and/or other funding sources, if any [these Components include Environmental and Permits; Plans, Specifications and Estimates (PS&E); Right-of-Way (ROW); and Construction (including transit vehicle acquisition)].
d. The Project Financial Plan shall identify estimated expenditures for the Project Component by funding source, provided that for the purposes of this Agreement the State is only monitoring compliance for expenditures for the TIRCP, including but not limited to GGRF and SB 1 Funds allocated for the Project Component.

6. Adoption and execution of the Program Supplement by Recipient and State, incorporating the terms and conditions of this Agreement into the Program Supplement as though fully set forth therein, shall be sufficient to bind Recipient to these terms and conditions when performing the Project. Unless otherwise expressly delegated to a third-party in a resolution by Recipient’s governing body, which delegation must be expressly assented to and concurred in by State, the Program Supplement shall be managed by Recipient.

7. The estimated cost and scope of the Project will be as described in the applicable Program Supplement. The State shall not participate in any funding for the Project beyond those amounts actually encumbered by the STATE as evidenced in the applicable Program Supplement unless the appropriate steps are followed and approval is granted by the CTC as described below.

8. Upon the stated expiration date of this Agreement, any Program Supplement executed under this Agreement for the Project with obligations yet to be completed pursuant to the approved Project Schedule, deliverables, and reporting requirements shall be deemed to extend the term of this Agreement only to conform to the specific Project termination or completion date, including completion of deliverables and reporting requirements, contemplated by the applicable Program Supplement to allow that uncompleted Project to be administered under the extended terms and conditions of this Agreement.

9. Total project cost includes the cost of a project for all phases (Plans, Specifications, and Estimates (PS&E), Project Approval and Environmental Document (PA&ED) Right-of-Way (ROW), and Construction (CON) including rolling stock) of a Project from start to finish.
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B. Project Overrun

1. If Recipient or the State determine, at any time during the performance of the Project, that the Project budget may be exceeded, Recipient shall take the following steps:
a. Notify the designated State representative of the nature and projected extent of the overrun and, within a reasonable period thereafter, identify and quantify potential cost savings or other measures which Recipient will institute to bring the Project Budget into balance; and b. Identify the source of additional Recipient or other third-party funds that can be made available to complete Project. Recipient agrees that the allocation of the GGRF and SB 1 funds is subject to the allocation proposed by the CalSTA, submitted by the State, and approved by the CTC.

C. Cost Savings and Project Completion

1. Recipient is encouraged to evaluate design and construction alternatives that would mitigate the costs of delivering the commitments for the Project.

Recipient shall take all steps necessary on a commercially reasonable basis that would generally be taken in accordance with best management practices. In determining cost savings, the Parties shall take into account all avoided costs, including avoided design, material, equipment, labor, construction, testing, acceptance and overhead costs and avoided costs due to time savings, and all the savings in financing costs associated with such avoided costs.

2. If there is an identification and implementation of any CalSTA approved alternative resulting in reduction of the Project costs, the parties agree that the recipient shall provide a prorated share of Project or TIRCP funded Project component cost savings based on the overall project match to the Department no later than 30 days after the submission of the final invoice. Subject to CalSTA’s approval, savings may be used towards another project component or towards increasing project benefits that are consistent with the original project award while maintaining the overall project match referenced in the project award and program supplements.

3. Program supplements will indicate the Project or Component proration of funding match.

4. The Recipient agrees to complete the Project and accepts sole responsibility for the payment of any cost increases. If either the Project or the funded components are not completed, the Recipient shall bear the burden of full TIRCP funds reimbursement to the Department.
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D. Scope of Work

1. Recipient shall be responsible for complete performance of the work described in the approved Program Supplement for the Project related to the commitment of encumbered funds. All work shall be accomplished in accordance with the applicable provisions of the Act, Public Utilities Code, the Streets and Highways Code, the Government Code, and other applicable statutes and regulations.

2. Recipient acknowledges and agrees that Recipient is the sole control and manager of the Project and its subsequent employment, operation, repair and maintenance for the benefit of the public. Recipient shall be solely responsible for complying with the funding and use restrictions established by (a) the statutes from which the GGRF and SB1 Funds are derived, (b) the CTC, (c) the State Treasurer, (d) the Internal Revenue Service, (e) the applicable Program Supplement, and (f) this Agreement.

3. Recipient acknowledges and agrees that the Recipient is responsible for complying with all reporting requirements established by the TIRCP Guidelines and California Air Resource Board (CARB) Funding Guidelines.

E. Program Supplement Amendments
Program Supplement amendments will be required whenever there are CalSTA or CTC approved actions, including but not limited to, Financial Allocations, Financial Allocation Amendments, Time Extensions and Technical Corrections.

These changes shall be mutually binding upon the Parties only following the execution of a Program Supplement amendment.

Section 3. Allowable Costs and Payments
A. Allowable Costs and Progress Payment Invoice

1. Not more frequently than once a month, Recipient will prepare and submit to State signed Progress Payment Invoice for actual Project costs incurred and paid for by Recipient consistent with the allocation and Scope of Work document in the Program Supplement and State shall pay those uncontested allowable costs once the invoice is reviewed and approved by the Department, subject to CalSTA’s approval. If no costs were incurred during any given quarter, Recipient is exempt from submitting a signed Progress Payment Invoice.

2. State shall not be required to reimburse more funds, cumulatively, per quarter of any fiscal year greater than the sums identified and included in the Project Financial Plan. The State shall hold the right to determine reimbursement availability based on an approved expenditure plan and TIRCP anticipated or 4188
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actual funding capacity. Each such invoice will report the total of Project expenditures from GGRF and SB 1 Funds (including those of Recipient and third parties) and will specify the percent of State reimbursement requested and the GGRF and SB 1 Funds source.

B. Final Invoice
The Program Supplement Last Expenditure Dates(s) refer to the last date for Recipient to incur valid Project costs or credits. Recipient has one hundred and eighty (180) days after that Last Expenditure Date to make already incurred final allowable payments to Project contractors or vendors, prepare the Project Closeout Report, and submit the final invoice to State for reimbursement of allowable Project costs before those remaining State funds are unencumbered and those funds are reverted as no longer available to pay any Project costs.

Recipient expressly waives any right to allowable reimbursements from State pursuant to this Agreement for costs incurred after that termination date and for costs invoiced to Recipient for payment after that one hundred and eightieth (180th) day following the Project Last Expenditure Date.

ARTICLE III – GENERAL PROVISIONS
Section 1. Funding

1. Recipient agrees to contribute at least the statutorily or other required local contribution of matching funds (other than State or federal funds), if any is specified within the Program Supplement or any appendices thereto, toward the actual cost of the Project or the amount, if any, specified in any executed SB 2800 (Streets and Highways Code Section 164.53) Agreement for local match fund credit, whichever is greater. Recipient shall contribute not less than its required match amount toward the Project cost in accordance with a schedule of payments as shown in the Project Financial Plan prepared by Recipient and approved by State as part of a Program Supplement.

Section 2. Audits and Reports
A. Cost Principles

1. Recipient agrees to comply with Title 2 Code of Federal Regulations 200 (2 CFR 200) Uniform Administrative Requirements, Cost Principles for State and Local Government, and Audit Requirements for Federal Awards.

2. Recipient agrees, and will assure that its contractors and subcontractors will be obligated to follow 2 CFR 200 and which shall be used to determine the allowability of individual Project cost items. Every sub-recipient receiving Project 4189
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funds as a contractor or sub-contractor under this Agreement shall comply with 2 CFR 200.

3. Any Project costs for which Recipient has received payment or credit that are determined by subsequent audit to be unallowable under 2 CFR 200, are subject to repayment by Recipient to State. Should Recipient fail to reimburse moneys due State within thirty (30) days of demand, or within such other period as may be agreed in writing between the Parties hereto, State is authorized to intercept and withhold future payments due to Recipient from State or any thirdparty source whose funding passes through the State, including but not limited to, the State Treasurer, the State Controller and the CTC.

4. The State may terminate the grant for any reason at any time if it is determined by the State, based on an audit under this section, that there has been a violation of any State or federal law or policy by the Recipient during performance under this or any other grant agreement or contract entered into with the State. If the grant is terminated under this section, the Recipient may be required to fully or partially repay funds.

B. Record Retention

1. Recipient agrees, and will assure that its contractors and subcontractors shall establish and maintain an accounting system and records that properly accumulate and segregate incurred Project costs and matching funds by line item for the Project. The accounting system of Recipient, its contractors and all subcontractors shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. All accounting records and other supporting papers of Recipient, its contractors and subcontractors connected with Project performance under this Agreement and each Program Supplement shall be maintained for a minimum of three (3) years from the date of final payment to Recipient under a Program Supplement and shall be held open to inspection, copying, and audit by representatives of State, the California State Auditor, and auditors representing the federal government. Copies thereof will be furnished by Recipient, its contractors, and subcontractors upon receipt of any request made by State or its agents. In conducting an audit of the costs and match credits claimed under this Agreement, State will rely to the maximum extent possible on any prior audit of Recipient pursuant to the provisions of federal and State law. In the absence of such an audit, any acceptable audit work performed by Recipient’s external and internal auditors may be relied upon and used by State when planning and conducting additional audits.
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2. For the purpose of determining compliance with Title 21, California Code of Regulations, Section 2500 et seq., when applicable, and other matters connected with the performance of Recipient’s contracts with third parties pursuant to Government Code section 8546.7, Recipient, Recipient’s contractors and subcontractors, and State shall each maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of such contracts, including, but not limited to, the costs of administering those various contracts. All of the above referenced parties shall make such Agreement and Program Supplement materials available at their respective offices at all reasonable times during the entire Project period and for three (3) years from the date of final payment to Recipient under any Program Supplement. State, the California State Auditor, or any duly authorized representative of State or the United States Department of Transportation, shall each have access to any books, records, and documents that are pertinent to the Project for audits, examinations, excerpts, and transactions, and Recipient shall furnish copies thereof if requested.

3. Recipient, its contractors and subcontractors will permit access to all records of employment, employment advertisements, employment application forms, and other pertinent data and records by the State Fair Employment Practices and Housing Commission, or any other agency of the State of California designated by State, for the purpose of any investigation to ascertain compliance with this Agreement and the Act.

C. Reporting Requirements

1. Reporting requirements of Recipient will include whether reported implementation activities are within the scope of the Project Program Supplement and in compliance with State laws, regulations, and administrative requirements.

2. TIRCP Progress Reporting shall be no more frequently than monthly and no less frequently than quarterly at the discretion of the State and shall generally include the following information;
a. Activities and progress made towards implementation of the project during the reporting period and activities anticipated to take place in the next reporting period;
b. Identification of whether the Project is proceeding on schedule and within budget;
c. Identification of whether the Project Deliverables are proceeding on schedule.
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d. Identification of changes to the Project funding plan, milestone schedule, or deliverables completion date;
e. Any actual or anticipated problems which could lead to delays in schedule, increased costs or other difficulties for either the Project or other State funded projects impacted by the Project’s scope of work and the efforts or activities being undertaken to minimize impacts to schedule, cost, or deliverables;

3. CARB Reporting shall be no more frequently than monthly and no less frequently than semiannually at the discretion of CARB and shall include the following information (subject to modification by CARB); a. Identify metrics and benefits achieved for disadvantaged communities, low income communities, and/or low-income households; b. continued reporting following project implementation to identify benefits achieved.
c. Any and all other requirements instituted by CARB.

4. Within one year of the Project or reportable Project components becoming operable, the implementing agency must provide a final delivery report including at a minimum:
a. Scope of completed Project as compared to Programmed Project; b. Performance outcomes derived from the project as compared to outcomes described in the Project application and shall include but not be limited to before and after measurements and estimates for ridership, service levels, greenhouse gas reductions, updated estimated greenhouse gas reductions over the life of the project, benefits to disadvantaged communities, low income communities, and/or low income households, and project cobenefits as well as an explanation of the methodology used to quantify the benefits.
c. Before and after photos documenting the project
d. The final costs as compared to the approved project budget by component and fund type, and an estimate of the TIRCP funds spent to benefit disadvantaged communities, low-income communities, and/or low-income households, and
e. The project duration as compared to the project schedule in the project application.
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Section 3. Special Requirements
A. California Transportation Commission Resolutions

1. Recipient shall adhere to applicable CTC policies on “Timely Use of Funds” as stated in Resolution G-06-04, adopted April 26, 2006, addressing the expenditure and reimbursement of GGRF and SB 1 Funds. These resolutions, and/or successor resolutions in place at the time a Program Supplement is executed, shall be applicable to GGRF and SB 1 funds, respectively.

2. Recipient shall be bound to the terms and conditions of this Agreement, the Project application contained in the Program Supplement (as applicable); and CTC Resolutions G-06-04, G-09-11 and/or their respective successors in place at the time the Program Supplement is signed (as applicable) and all restrictions, rights, duties and obligations established therein on behalf of State and CTC shall accrue to the benefit of the CTC and shall thereafter be subject to any necessary enforcement action by CTC or State. All terms and conditions stated in the aforesaid CTC Resolutions and CTC-approved Guidelines in place at the time the Program Supplement is signed (if applicable) shall also be considered to be binding provisions of this Agreement.

3. Recipient shall conform to any and all permit and mitigation duties associated with Project as well as all environmental obligations established in CTC Resolution G-91-2 and/or its successors in place at the time a Program Supplement is signed, as applicable, at the expense of Recipient and/or the responsible party and without any further financial contributions or obligations on the part of State unless a separate Program Supplement expressly provides funding for the specific purpose of hazardous materials remediation.

B. Recipient Resolution

1. Recipient has executed this Agreement pursuant to the authorizing Recipient resolution, attached as Appendix B to this Agreement, which empowers Recipient to enter into this Agreement and which may also empower Recipient to enter into all subsequent Program Supplements adopting the provisions of this Agreement.

2. If Recipient or State determines that a separate Resolution is needed for each Program Supplement, Recipient will provide information as to who the authorized designee is to act on behalf of the Recipient to bind Recipient with regard to the terms and conditions of any said Program Supplement or amendment and will provide a copy of that additional Resolution to State with the Program Supplement or any amendment to that document. 4193
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C. Termination

1. Termination Convenience by State
a. State reserves the right to terminate funding for any Program Supplement, subject to CalSTA approval, upon written notice to Recipient in the event that Recipient fails to proceed with Project work in accordance with the Program Supplement, or otherwise violates the conditions of this Agreement and/or the Program Supplement or the funding allocation such that substantial performance is significantly endangered.
b. No such termination shall become effective if, within thirty (30) days after receipt of a notice of termination, Recipient either cures the default involved or, if not reasonably susceptible of cure within said thirty (30)-day period, Recipient proceeds thereafter to complete the cure in a manner and time line acceptable to State. Any such termination shall be accomplished by delivery to Recipient of a notice of termination, which notice shall become effective not less than thirty (30) days after receipt, specifying the reason for the termination, the extent to which funding of work under this Agreement is terminated and the date upon which such termination becomes effective, if beyond thirty (30) days after receipt. During the period before the effective termination date, Recipient and State shall meet to attempt to resolve any dispute.
c. Following a fund encumbrance made pursuant to a Program Supplement, if Recipient fails to expend GGRF or SB 1 monies within the time allowed specified in the Program Supplement, those funds may revert, and be deemed withdrawn and will no longer be available to reimburse Project work unless those funds are specifically made available beyond the end of that Fiscal Year through re-appropriation or other equivalent action of the Legislature and written notice of that action is provided to Recipient by State. d. In the event State terminates a Program Supplement for convenience and not for a default on the part of Recipient as is contemplated in this section, Recipient shall be reimbursed its authorized costs up to State’s proportionate and maximum share of allowable Project costs incurred to the date of Recipient’s receipt of that notice of termination, including any unavoidable costs reasonably and necessarily incurred up to and following that termination date by Recipient to effect such termination following receipt of that termination notice.

2. Termination After Recipient’s Obligations Fully Performed Following project completion, and all obligations as defined in the TIRCP Guidelines, CARB Guidelines, and Program Supplement are fully performed, including Project completion of all deliverables and reporting, the Program 4194
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Supplement shall be terminated. If the Project obligations are not fully performed, as defined under this section, the Recipient may be required to fully or partially repay funds.

D. Third Party Contracting

1. Recipient shall not award a construction contract over $10,000 or other contracts over $25,000 [excluding professional service contracts of the type which are required to be procured in accordance with Government Code Sections 4525 (d), (e) and (f)] on the basis of a noncompetitive negotiation for work to be performed under this Agreement without the prior written approval of State.

Contracts awarded by Recipient, if intended as local match credit, must meet the requirements set forth in this Agreement regarding local match funds.

2. Any subcontract entered into by Recipient as a result of this Agreement shall contain the provisions of ARTICLE III – GENERAL PROVISIONS, Section 2. Audits and Reports and shall mandate that travel and per diem reimbursements and third-party contract reimbursements to subcontractors will be allowable as Project costs only after those costs are incurred and paid for by the subcontractors.

3. In addition to the above, the preaward requirements of third-party contractor/consultants with local transit agencies should be consistent with Local Program Procedures (LPP-00-05).

E. Change in Funds and Terms/Amendments
This Agreement and the resultant Program Supplements may be modified, altered, or revised only with the joint written consent of Recipient and State.

F. Project Ownership

1. Unless expressly provided to the contrary in a Program Supplement, subject to the terms and provisions of this Agreement, Recipient, or a designated subrecipient acceptable to State, as applicable, shall be the sole owner of all improvements and property included in the Project constructed, installed or acquired by Recipient or subrecipient with funding provided to Recipient under this Agreement. Recipient, or subrecipient, as applicable, is obligated to continue operation and maintenance of the physical aspects of the Project dedicated to the public transportation purposes for which Project was initially approved unless Recipient, or subrecipient, as applicable, ceases ownership of such Project property; ceases to utilize the Project property for the intended public transportation purposes; or sells or transfers title to or control over Project and State is refunded the Credits due State as provided in paragraph (2) herein below. 4195
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2. Project right-of-way, Project facilities constructed or reconstructed on the Project site and/or Project property (including vehicles and vessels) purchased by Recipient (excluding temporary construction easements and excess property whose proportionate resale proceeds are distributed pursuant to this Agreement) shall remain permanently dedicated to the described public transit use in the same proportion and scope, and to the same extent as mandated in the Program Supplement, unless State agrees otherwise in writing. Vehicles acquired as part of Project, including, but not limited to, buses, vans, rail passenger equipment, shall be dedicated to that public transportation use for their full economic life cycle, which, for the purpose of this Agreement, will be determined in accordance with standard national transit practices and applicable rules and guidelines, including any extensions of that life cycle achievable by reconstruction, rehabilitation or enhancements. The exceptions to this section are outlined below:
a. Except as otherwise set forth in this Section, State, or any other Stateassignee public body acting on behalf of the CTC, shall be entitled to a refund or credit (collectively the Credit), at State’s sole option, equivalent to the proportionate Project funding participation received by Recipient from State if Recipient, or a sub-recipient, as applicable, (i) ceases to utilize Project for the original intended public transportation purposes or (ii) sells or transfers title to or control over Project. If federal funds (meaning only those federal funds received directly by Recipient and not federal funds derived through or from the State) have contributed to the Project, Recipient shall notify both State and the original federal source of those funds of the disposition of the Project assets or the intended use of those sale or transfer receipts.
b. State shall also be entitled to an acquisition credit for any future purchase or condemnation of all or portions of Project by State or a designated representative or agent of State.
c. The Credit due State will be determined by the ratio of State’s funding when measured against the Recipient’s funding participation (the Ratio). For purposes of this Section, the State’s funding participation includes federal funds derived through or from State. That Ratio is to be applied to the then present fair market value of Project property acquired or constructed as provided in (d) and (e) below.
d. For Mass Transit vehicles, this Credit [to be deducted from the then remaining equipment value] shall be equivalent to the percentage of the full extendable vehicle economic life cycle remaining, multiplied by the Ratio of funds provided for that equipment acquisition. For real property, this same funding Ratio shall be applied to the then present fair market value, as 4196
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determined by State, of the Project property acquired or improved under this Agreement.
e. Such Credit due State as a refund shall not be required if Recipient dedicates the proceeds of such sale or transfer exclusively to a new or replacement State approved public transit purpose, which replacement facility or vehicles will then also be subject to the identical use restrictions for that new public purpose and the Credit ratio due State should that replacement project or those replacement vehicles cease to be used for that intended described preapproved public transit purpose. i. In determining the present fair market value of property for purposes of calculating State’s Credit under this Agreement, any real property portions of the Project site contributed by Recipient shall not be included. In determining State’s proportionate funding participation, State’s contributions to third parties (other than Recipient) shall be included if those contributions are incorporated into the Project.
ii. Once State has received the Credit as provided for above because Recipient, or a sub-recipient, as applicable, has (a) ceased to utilize the Project for the described intended public transportation purpose(s) for which State funding was provided and State has not consented to that cessation of services or (b) sold or transferred title to or control over Project to another party (absent State approval for the continued transit operation of the Project by that successor party under an assignment of Recipient’s duties and obligations), neither Recipient, subrecipient, nor any party to whom Recipient or subrecipient, as applicable, has transferred said title or control shall have any further obligation under this Agreement to continue operation of Project and/or Project facilities for those described public transportation purposes, but may then use Project and/or any of its facilities for any lawful purpose.
iii. To the extent that Recipient operates and maintains Intermodal Transfer Stations as any integral part of Project, Recipient shall maintain each station and all its appurtenances, including, but not limited to, restroom facilities, in good condition and repair in accordance with high standards of cleanliness (Public Utilities Code section 99317.8). Upon request of State, Recipient shall also authorize State-funded bus services to use those stations and appurtenances without any charge to State or the bus operator. This permitted use will include the placement of signs and informational material designed to alert the public to the availability of the State-funded bus service (for the purpose of this paragraph, "State-funded bus service" means any bus service funded pursuant to Public Utilities Code section 99316). 4197
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G. Disputes
Parties shall develop a mutually agreed upon issue resolution process, as described below, and issues between the Parties are to be resolved in a timely manner. The Parties agree to the following:

1. If the Parties are unable to reach agreement on any particular issue relating to either Parties’ obligations pursuant to this Agreement, the Parties agree to promptly follow the issue resolution process as outlined below:
a. The Department’s project manager and the Recipient’s equivalent may initiate the process of informal dispute resolution by providing the other Party with written notice of a dispute. The written notice shall provide a clear statement of the dispute and shall refer to the specific provisions of this Agreement or Program Supplement that pertain to the dispute. The Department’s project manager and the Recipient’s equivalent shall meet and attempt to resolve the dispute within five days from the written notice. If the dispute is resolved, the Parties shall create and sign a short description of the facts and the resolution that was agreed upon by the Parties.
b. If the dispute is not resolved by the fifth day from the written notice, the Department’s senior project manager and the Recipient’s equivalent shall meet and review the dispute within five days. The Department’s senior project manager and the Recipient’s equivalent manager shall attempt to resolve the dispute within ten days of their initial meeting. If the dispute is resolved, the Parties shall create and sign a short description of the facts and the resolution that was agreed upon by the Parties.
c. If the dispute is not resolved by the tenth day, the Department’s Director or his designee and the Recipient’s equivalent manager shall meet and review the dispute within five days. The Department’s Director or his designee and the Recipient’s equivalent manager shall attempt to resolve the dispute within ten days of the initial meeting. If the dispute is resolved, the Parties shall create and sign a short description of the facts and the resolution that was agreed upon by the Parties. If the dispute is not resolved by the tenth day by the Department’s Director or his designee and the Recipient’s equivalent manager, the Parties shall submit the matter to the Secretary of CalSTA for a final administrative determination.

H. Hold Harmless and Indemnification

1. Neither State nor any officer or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by Recipient, its agents and contractors under or in connection with any work, authority, or jurisdiction delegated to Recipient under this Agreement or any 4198
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Program Supplement or as respects environmental clean-up obligations or duties of Recipient relative to Project. It is also understood and agreed that, Recipient shall fully defend, indemnify and hold the CTC and State and their officers and employees harmless from any liability imposed for injury and damages or environmental obligations or duties arising or created by reason of anything done or imposed by operation of law or assumed by, or omitted to be done by Recipient under or in connection with any work, authority, or jurisdiction delegated to Recipient under this Agreement and all Program Supplements.

2. Recipient shall indemnify, defend and hold harmless State, the CTC and the State Treasurer relative to any misuse by Recipient of State funds, Project property, Project generated income or other fiscal acts or omissions of Recipient.

I. Labor Code Compliance
Recipient shall include in all subcontracts awarded using Project funds, when applicable, a clause that requires each subcontractor to comply with California Labor Code requirements that all workers employed on public works aspects of any project (as defined in California Labor Code §§ 1720-1815) be paid not less than the general prevailing wage rates predetermined by the Department of Industrial Relations as effective the date of Contract award by the Recipient.

J. Non-Discrimination Clause

1. In the performance of work under this Agreement, Recipient, its contractor(s) and all subcontractors, shall not unlawfully discriminate, harass or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability, mental disability, medical condition, age, marital status, family and medical care leave, pregnancy leave, and disability leave. Recipient, its contractor(s) and all subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Recipient, its contractor(s) and all subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code section 12900 et seq.), and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Each of Recipient’s contractors and all subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreements, as appropriate.
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2. Each of the Recipient’s contractors, subcontractors, and/or subrecipients shall give written notice of their obligations under this clause to labor organizations with which they have collective bargaining or other labor agreements. The Recipient shall include the non-discrimination and compliance provisions hereof in all contracts and subcontracts to perform work under this Agreement.

3. Should federal funds be constituted as part of Project funding or compensation received by Recipient under a separate Contract during the performance of this Agreement, Recipient shall comply with this Agreement and with all federal mandated contract provisions as set forth in that applicable federal funding agreement.

4. Recipient shall include the non-discrimination and compliance provisions of this clause in all contracts and subcontracts to perform work under this Agreement.

5. The Recipient shall comply with the nondiscrimination program requirements of Title VI of the Civil Rights Act of 1964. Accordingly, 49 CFR 21 (Nondiscrimination in Federally-Assisted Programs of the Department of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964) and 23 CFR Part 200 (Title VI Program and Related Statutes—Implementation and Review Procedures) are made applicable to this Agreement by this reference. Wherever the term “Contractor” appears therein, it shall mean the Recipient.

6. The Recipient shall permit, and shall require that its contractors, subcontractors, and subrecipients will permit, access to all records of employment, employment advertisements, application forms, and other pertinent data and records by the State Fair Employment Practices and Housing Commission or any other agency of the State of California designated by Department to investigate compliance with this Section J.

K. State Fire Marshal Building Standards Code
The State Fire Marshal adopts building standards for fire safety and panic prevention. Such regulations pertain to fire protection design and construction, means of egress and adequacy of exits, installation of fire alarms, and fire extinguishment systems for any State-owned or State-occupied buildings per section 13108 of the Health and Safety Code. When applicable, Recipient shall request that the State Fire Marshal review Project PS&E to ensure Project consistency with State fire protection standards.

L. Americans with Disabilities Act
By signing this Master Agreement, Recipient assures State that Recipient shall comply with the Americans with Disabilities Act (ADA) of 1990, which prohibits 4200
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discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA (42 U.S.C. 12101 et seq.).

M. Access for Persons with Disabilities
Disabled access review by the Department of General Services (Division of the State Architect) is required for all publicly funded construction of buildings, structures, sidewalks, curbs and related facilities. Recipient will award no construction contract unless Recipient’s plans and specifications for such facilities conform to the provisions of sections 4450 and 4454 of the California Government Code, if applicable. Further requirements and guidance are provided in Title 24 of the California Code of Regulations.

N. Disabled Veterans Program Requirements

1. Should Military and Veterans Code sections 999 et seq. be applicable to Recipient, Recipient will meet, or make good faith efforts to meet, the 3% Disabled Veterans Business Enterprises goals (or Recipient’s applicable higher goals) in the award of every contract for Project work to be performed under these this Agreement.

2. Recipient shall have the sole duty and authority under this Agreement and each Program Supplement to determine whether these referenced code sections are applicable to Recipient and, if so, whether good faith efforts asserted by those contractors of Recipient were sufficient as outlined in Military and Veterans Code sections 999 et seq.

O. Environmental Process
Completion of the Project environmental process (“clearance”) by Recipient (and/or State if it affects a State facility within the meaning of the applicable statutes) is required prior to requesting Project funds for right-of-way purchase or construction. No State agency may request funds nor shall any State agency, board or commission authorize expenditures of funds for any Project effort, except for feasibility or planning studies, which may have a significant effect on the environment unless such a request is accompanied with all appropriate documentation of compliance with or exemption from the California Environmental Quality Act (CEQA) (including, if as appropriate, an environmental impact report, negative declaration, or notice of exemption) under California Public Resources Code section 21080(b) (10), (11), and (12) provides an exemption for a passenger rail project that institutes or increases passenger or commuter services on rail or highway rights-of-way already in use. 4201
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P. Force Majeure
Each party will be excused from performance of its obligations where such nonperformance is caused by any extraordinary event beyond its reasonable control, such as any non-appealable order, rule or regulation of any federal or state governmental body, fire, flood, earthquake, storm, hurricane or other natural disaster, epidemic, pandemic, war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption, provided that the party excused hereunder shall use all reasonable efforts to minimize its non-performance and to overcome, remedy or remove such event in the shortest practical time.

Should a force majeure event occur which renders it impossible for a period of forty-five (45) or more consecutive days for either party to perform its obligations hereunder, the Parties agree to negotiate in good faith to amend the existing Master Agreement or Supplemental Agreement to deal with such event and to seek additional sources of funding to continue the operation of the Service.

ARTICLE IV – MISCELLANEOUS PROVISIONS
Section 1. Miscellaneous Provisions
A. Successor Acts
All statutes cited herein shall be deemed to include amendments to and successor statutes to the cited statues as they presently exist.

B. Successor and Assigns to the Parties
Neither this Agreement nor any right, duty or obligation hereunder may be assigned, transferred, hypothecated or pledged by any party without the express written consent of the other party; provided, that unless otherwise expressly required herein, a party shall not be obligated to obtain the written consent of the other party with respect to any contract related to the Service for the provision of goods and/or services to the contracting party in the ordinary course of business.

C. Notice
Any notice which may be required under this Agreement shall be in writing, shall be effective when received, and shall be given by personal service, or by certified or registered mail, return receipt requested, to the addresses set forth below, or to 4202
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such other addresses as may be specified in writing and given to the other party in accordance herewith.

If given to the Department:

State of California
Department of Transportation
Division of Local Assistance
P.O. Box 942874
Sacramento, CA 994274-0001
Attention: Division of Local Assistance TIRCP Contract Manager, Mail Stop 39 with a copy to:

California State Transportation Agency
915 Capitol Mall Suite 350 B
Sacramento, CA 95814
If given to the Recipient:

City of Richmond
440 Civic Center Plaza
Richmond, CA 94804-1630
Attention: Denée Evans
D. Amendment
This Agreement may not be changed, modified, or amended except in writing, signed by the parties hereto, and approved in advance in writing by the Secretary, and any attempt at oral modification of this Agreement shall be void and of no effect.

E. Representation and Warranties of the Parties

1. Recipient hereby represents and warrants to the Department that:
a. Recipient is in good standing under applicable law, with all requisite power and authority to carry on the activities for which it has been organized and proposed to be conducted pursuant to this Agreement.
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b. Recipient has the requisite power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by such entity, the performance by it of its obligations thereunder and the consummation of the transactions contemplated thereby have been duly authorized by the governing board of such entity and no other proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated thereby. The Agreements have been duly and validly executed and delivered by such entity and constitute valid and binding obligations of such entity, enforceable against it in accordance with their terms, except to the extent that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other laws now or hereinafter in effect relating to the creditor’s rights and the remedy of specific enforcement and injunctive and other forms of equitable relief, and may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.
c. Neither the execution and delivery of this Agreement and the performance of its obligations thereunder nor the consummation of the transactions contemplated thereby will (i) conflict with or result in a breach of any provision of any agreement to which Recipient is a party; (ii) violate any write, order, judgment, injunction, decrees, statute, rule or regulation of any court or governmental authority applicable to such entity or its property or assets.

2. The Department does hereby represent and warrant with respect to each provision of this Agreement to the Recipient that:
a. It validly exists with all requisite power and authority to carry on the activities proposed to be conducted pursuant to this Agreement. b. It has the requisite power and authority to execute and deliver this Agreement and to carry out its obligations thereunder. The execution and delivery of this Agreement, the performance by it of its obligations thereunder and the consummation of the transactions contemplated thereby have been duly authorized and no other proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated thereby. The agreements have been duly and validly executed and delivered by it and constitute valid and binding obligations, enforceable against it in accordance with their terms, except to the extent that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other laws now or hereinafter in effect relating to creditor’s rights and other forms of equitable relief, and may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.
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c. Neither the execution and delivery of this Agreement and the performance of its obligations thereunder nor the consummation of the transactions contemplated thereby will (i) conflict with or result in a breach of any provision of any agreement to which the Recipient is a party; (ii) violate any writ, order, judgment, injunction, decree, statute, rule or regulation of any court or governmental authority applicable to such entity or its property or assets.

F. Construction, Number, Gender and Captions
The Agreements have been executed in the State of California and shall be construed according to the law of said State. Numbers and gender as used therein shall be construed to include that number and/or gender which is appropriate in the context of the text in which either is included. Captions are included therein for the purposes of ease of reading and identification. Neither gender, number nor captions used therein shall be construed to alter the plain meaning of the text in which any or all of them appear.

G. Complete Agreement
This Agreement, including Appendices, constitutes the full and complete agreement of the parties, superseding and incorporating all prior oral and written agreements relating to the subject matter of this Agreement. All attached Appendices A and B are hereby incorporated and made an integral part of this Agreement by this reference.

H. Partial Invalidity
If any part of this Agreement is determined to be invalid, illegal or unenforceable, such determination shall not affect the validity, legality or enforceability of any other part of this Agreement and the remaining parts of this Agreement shall be enforced as if such invalid, illegal or unenforceable part were not contained herein.

I. Conflicts
To the extent that any provision of or requirement of this Agreement may conflict with a provision or requirement of any other agreement between the parties hereto, or between a party hereto and any other party, which is attached to this Agreement as an appendix, the priority of agreements shall be employed to resolve such conflict. In the event of a conflict, the Master Agreement controls the Program Supplement and any further Amendments.
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J. Counterparts
This Agreement may be executed in one or more counterparts and may include multiple signature pages, all of which shall be deemed to be one instrument.

Copies of this Agreement may be used in lieu of the original.

K. Governing Law
The Agreement shall be governed by and construed in accordance with the laws of the State of California.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers.

STATE OF CALIFORNIA

DEPARTMENT OF TRANSPORATION

CITY OF RICHMOND
BY: BY:

Dee Lam
Chief, Division of Local Assistance
Eduardo Martinez
Mayor
DATE: DATE:

APPROVED AS TO FORM AND PROCEDURE

STATE OF CALIFORNIA

DEPARTMENT OF TRANSPORTATION
BY:

Deputy Attorney
DATE:
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APPENDIX A

TIRCP PROGRAM GUIDELINES AND DEPARTMENT DELEGATION
Revised as of 9/22/20 Page 30
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2022 TRANSIT AND

INTERCITY RAIL

CAPITAL PROGRAM

FINAL GUIDELINES

FOR GENERAL
FUND

AUGMENTATION
NOVEMBER 15, 2022
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TRANSIT AND INTERCITY RAIL CAPITAL PROGRAM
Contents
1 Authority andPurpose ................................................................................................................................... 2 2 Background.................................................................................................................................................... 3 3 Objectives...................................................................................................................................................... 5 4 Pre-Application and Post-Award Technical Assistance .................................................................................. 6 5 Funding .......................................................................................................................................................... 6 6 Schedule ........................................................................................................................................................ 7 7 EligibleApplicants .......................................................................................................................................... 7 8 Eligible Projects.............................................................................................................................................. 7 9 ProjectApplications ..................................................................................................................................... 11 10 Project Evaluation ........................................................................................................................................ 16

10.1 Primary EvaluationCriteria................................................................................................................... 16

10.2 Secondary Evaluation Criteria.............................................................................................................. 17

10.3 Benefitto PriorityPopulations............................................................................................................. 22 11 Project Selection Process ............................................................................................................................. 23 12 Programming ............................................................................................................................................... 24 13 Allocations and ProjectDelivery................................................................................................................... 26

13.1 Letter of NoPrejudice........................................................................................................................... 27

13.2 Multiyear Funding Agreement............................................................................................................ 28

13.3 Project Delivery Deadline Extensions and Timely Use of Funds .......................................................... 28 14 Project Reporting ......................................................................................................................................... 29 15 ProjectAdministration ................................................................................................................................. 30 16 Project Expenditures.................................................................................................................................... 31 Addendum 1: Information Specific to the Existing TIRCP Projects Leveraging Federal and Local Funds Reserve.....................................................................................................................................32 Addendum 2: Information Specific to the Major Project Project Development Reserve .................................... 34 Addendum 3: Information Specific to the FY 22-23 High-Priority Grade Crossing Improvement and Separation Project Funding............................................................................................................................................37 Attachment 1: CCI Funding Guidelines for Administering Agencies.................................................................... 46 Attachment 2: Quantification Methodology and Co-Benefit Assessment Methodology..................................... 47 Attachment 3: Benefit Criteria Tables ................................................................................................................. 49 Attachment 4: California Transportation Commission – Transit and Intercity Rail Capital Program Allocation Policy Resolution G-20-61 ........................................................................................................................... 50 4209
2 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 1 Authority andPurpose
The Transit and Intercity Rail Capital Program (TIRCP) was created by Senate Bill (SB) 862 (Chapter 36, Statutes of 2014) and modified by SB 9 (Chapter 710, Statutes of 2015), to provide grants from the Greenhouse Gas Reduction Fund (GGRF) to fund transformative capital improvements that will modernize California’s intercity, commuter, and urban rail systems, and bus and ferry transit systems, to significantly reduce emissions of greenhouse gases, vehicle miles traveled, and congestion. The legislation of these bills is codified in Sections 75220 through 75225 of the Public Resources Code (PRC). Assembly Bill (AB) 398 (Chapter 135, Statutes of 2017) extended the Cap-and-Trade Program that supports the TIRCP from 2020 through 2030. SB 1 (Chapter 5, Statutes of 2017) continues to provide a historic funding increase for transportation with funds directed to the TIRCP from the Public Transportation Account for new programming in this cycle.

AB 180 amended the Budget Act of 2021 (Chapters 21, 69 and 240 of the Statutes of 2021) to appropriate $3,630,000,000 of General Fund to the Transit and Intercity Rail Capital Program and $350,000,000 of General Fund for High Priority Grade Crossing Improvement and Separation projects. These guidelines are specifically developed to facilitate the award of a portion of these funds to projects in an expeditious manner.

These guidelines are founded upon the describe the policy, standards, criteria, and procedures for the development, adoption, evaluation and administration of the TIRCP last updated for Cycle 5 (which made its project awards in July 2022), but are unique to this particular cycle of TIRCP funding. They will be further informed by input received through workshops, public comments and written responses to be received by early November.

AB 180 provided additional direction with regards to the funding appropriated in the Budget Act of 2021. It created specific categories for funding as follows:

A) $1,831,500,000 shall be for high-priority transit projects in Southern California, geographically inclusive of the Counties of Imperial, Los Angeles, Orange, Riverside, San Bernardino, San Diego and Ventura, to deliver local and regional projects. At least $900 million of this amount shall be administered as a General Fund set-aside for an “Existing TIRCP Projects Leveraging Federal & Local Funds Reserve” within Southern California, and shall be available for multi-year grants to support the delivery of capital projects that have previously received grants from the Transit and Intercity Rail Capital Program and that can demonstrate that a supplemental state grant would leverage or maintain an identified source of significant local or federal investment, including through the federal Capital Investment Grant Program, Expedited Project Delivery Program, or other such federal funding source.

B) $1,498,500,000 shall be for geographical areas outside of the Southern California counties identified above for investments in high-priority transit and rail infrastructure projects. At least $900 million of this amount shall be administered as a General Fund set-aside for an “Existing TIRCP Projects Leveraging Federal & Local Funds Reserve”, and shall be available for multi-year grants to support the delivery of capital projects that have previously received grants from the Transit and Intercity Rail Capital Program and that can demonstrate that a supplemental state grant would leverage or maintain an identified source of significant local or federal investment, including through the federal Capital Investment Grant Program, Expedited Project Delivery Program, or other such federal funding source.

C) The Transportation Agency shall amend its program guidelines for the Existing TIRCP Projects Leveraging Federal & Local Funds Reserve to establish an application review and prioritization process that is separate and apart from the prioritization of program funds not set aside under this provision.

D) Up to $150,000,000 total across both regions shall be administered as a General Fund set-aside for a “Major Projects Project Development Reserve” and shall be available for multiyear grants to 4210
3 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 support the delivery of capital projects and programs of projects that have entered or have applied to enter federal project development processes for at least a portion of the project or program of projects, and that expect to receive federal funding in the future once complete with project development. Contingent awards that provide the match necessary to leverage federal planning funds shall be encouraged. The Transportation Agency shall amend its program guidelines to establish an application review and prioritization process that is separate and apart from the prioritization of program funds not set aside under this provision.

E) $100,000,000 shall be administered as a General Fund set-aside for High-Priority Grade Crossing Improvement and Separation Projects. Such funds shall be available for multi-year grants to support the delivery of projects that maximize safety benefits and reduce or eliminate conflicts between road users and railroads, including those anticipated with future rail service growth. Such projects may benefit existing or proposed rail passenger services. Contingent awards that provide the match necessary to leverage federal funds shall be encouraged. The Transportation Agency shall amend its program guidelines to establish an application review and prioritization process that is separate and apart from the prioritization of program funds not set aside under this provision.

In addition, AB 180 appropriated $250,000,000 to the Department of Transportation for local assistance grade separation projects funded with resources from the General Fund. The Transportation Agency and the Department intend to select these projects through the guidelines developed for the HighPriority Grade Crossing Improvement and Separation projects addressed in these guidelines.

Finally, all funds not assigned to one of the set-aside categories identified above will be administered to new projects selected through the regular TIRCP process. 2 Background
AB 32 (Chapter 488, Statutes of 2006), the Global Warming Solutions Act of 2006, AB 32 created a comprehensive program to reduce greenhouse gas emissions in California. AB 32 requires California to reduce greenhouse gas emissions to 1990 levels by 2020, and to maintain and continue reductions beyond 2020. SB 32 (Chapter 249, Statutes of 2016) established a climate goal for California to reduce greenhouse gases to 40 percent below 1990 levels by 2030.

The Cap-and-Trade Program, a key element in California’s Climate Change Scoping Plan, implements measure to achieve greenhouse gas reduction goals. It creates a limit on the emissions from sources responsible for 85 percent of California’s greenhouse gas emissions, establishes the price signal needed to drive long-term investment in cleaner fuels and more efficient use of energy, and gives covered entities flexibility to implement the lowest-cost options to reduce greenhouse gas emissions.

In 2012, the Legislature passed and Governor Brown signed into law three bills, AB 1532 (Chapter 807, Statutes of 2012), SB 535 (Chapter 830, Statutes of 2012), and SB 1018 (Chapter 39, Statutes of 2012), that established the GGRF to receive the State’s portions of proceeds from the distribution of allowances via auction and provided the framework for how those auction proceeds will be appropriated and expended.

Subsequent legislation, AB 1550 (Chapter 369, Statutes of 2016), modified requirements for expenditures from the GGRF relative to disadvantaged communities and low-income communities and households. State law requires that expenditures from the GGRF be used to facilitate the achievement of greenhouse gas emission reductions. In addition, Transit and Intercity Rail Capital Program expenditures must comply with the requirements contained in SB 862 and SB 9, which provide statutory direction for the program.

In 2019 and 2020, Governor Newsom signed two executive orders—E.O. N-19-19 and E.O. N-79-20—both of empower CalSTA to leverage discretionary state transportation funds to reduce transportation-related Greenhouse Gas (GHG) emissions and to adapt to climate change. E.O. N-79-20 set a deadline of July 15, 2021 for CalSTA to identify specific near-term actions and investment strategies to combat and prepare for climate change, which resulted in the creation of the Climate Action Plan for Transportation Infrastructure 4211
4 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 (CAPTI).

The Climate Action Plan for Transportation Infrastructure (CAPTI) was developed by CalSTA through a robust stakeholder engagement process and was adopted on July 12, 2021. CAPTI puts forth a set of guiding principles which serve as a framework for state discretionary transportation investment, and also includes a suite of implementation strategies and actions meant to align transportation infrastructure investments with the overall investment framework. TIRCP is closely linked to CAPTI and serves as a means by which to implement the higher-level policy developed in the plan. The TIRCP Guidelines include updates that work to implement actions listed in CAPTI, particularly Actions S2.1, S2.3, and S7.1. Together, these actions help TIRCP support California Integrated Travel Project (Cal-ITP) implementation, support deployment of ZEV fleets, and better support Pro-Housing policies.
• S2.1 Implement the California Integrated Travel Project (Cal-ITP):

Caltrans will provide transit providers an easier and less expensive process to implement contactless payment, benefit eligibility verification, and other services via Cal-ITP. Additionally, Caltrans will work to provide technical assistance and support to small and rural transit operators to implement these features in their service areas.
• S2.3 Accelerate TIRCP Cycles to Support Transit Recovery with Deployment of ZEV Transit/Rail Fleets and Transit/Rail Network Improvements:

In collaboration with CARB, CalSTA will develop a new Clean Fleet and Facilities Network Improvement project category in the TIRCP to provide additional support and funding to transit agencies needing to replace their aging vehicle fleets with ZEVs, while also working with local agencies to improve network efficiency and integration. Additionally, to support economic recovery efforts in the short term, the administration has supported increasing the TIRCP which will enable CalSTA to accelerate the 2022 funding cycle to allow for pursuing this new project category without undermining current investments. Additionally, CalSTA hopes to start guidelines development and the program call for projects earlier than past years and identify additional near-term cash flow that will expand funding opportunities. CalSTA will also offer expanded technical assistance prior to application to support agencies of every size throughout the state. • S7.1 Leverage Transportation Investmentsto Incentivize Infill Housing Production:

CalSTA will work to use transportation funding to reduce VMT by incentivizing infill residential development and densities appropriate and feasible for each given community. Building upon the “Pro-Housing” Standard developed by the Department of Housing and Community Development (HCD), competitive funding programs will explore adopting incentives for local policies that tend to support location-efficient and mixed-use housing production, while considering the needs of rural, suburban, and urban jurisdictions and how appropriate policies may differ among those areas. Such local policies may include Housing Element compliance, by-right (nondiscretionary) approval processes for multifamily residential and mixed-use development, zoning to allow for residential and mixed-use developments in non-residential zones, reduced parking requirements for residential development, or expanded density bonuses that exceed state density bonus law, among other local policies. Initially, transportation programs with a statutory linkage or scoring criteria tied to land use efficiency or GHG reductions could adopt these incentives as competitive scoring criteria and enhanced guidance to facilitate interjurisdictional coordination between project proponents and local planning departments. Using the “Pro-Housing” Standard as a framework will allow for statewide applicability and ample flexibility in approaches to meet any new criteria 4212
5 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 More information on CAPTI can be found at:
https://calsta.ca.gov/subject-areas/climate-action-plan 3 Objectives
The TIRCP was created to fund transformative capital improvements that modernize California’s intercity rail, bus (including feeder buses to intercity rail services, as well as vanpool and micro transit services that are eligible to report as public transit to the Federal Transit Administration), ferry, and rail transit systems (collectively referred to as transit services or systems inclusive of all aforementioned modes unless otherwise specified) to achieve all of the following policy objectives, as codified in Section 75220(a) of the PRC:

1. Reduce emissions of greenhouse gases

2. Expand and improve transitservice to increase ridership

3. Integrate the railservice ofthe state’s variousrail operations, including integration with the high-speed railsystem

4. Improve transitsafety
Additionally, Section 75221(c) of the PRC codifies a programmatic goal to provide at least 25 percent of available funding to projects that provide a direct, meaningful, and assured benefit to disadvantaged communities, consistent with the objectives of SB 535. AB 1550 provides further requirements related to ensuring investments meet the needs of priority populations, a term used to cover disadvantaged communities, low-income communities and low-income households.

Investments made by TIRCP are expected to collectively meet or exceed the requirements in AB 1550.

Taken as a whole, the increases in transit system ridership, as well as the reduction in vehicle miles traveled, congestion and greenhouse gas emissions, will help deliver a healthier and safer transportation system. Investments are expected to position the state to lead in the deployment of cutting edge and zero emission technologies, test innovative strategies and new approaches to reducing transportation-related fatalities, provide important new capacity in corridors that support growth in jobs and housing, and to expand multimodal transportation access and options for all Californians across all regions of the state.

AB 180 identifies additional objectives for the General Fund resources, specifically in the three categories of set aside funding, as follows:

A) Existing TIRCP Projects Leveraging Federal and Local Funds Reserve: to support the delivery of capital projects that have previously received grants from the Transit and Intercity Rail Capital Program and that can demonstrate that a supplemental state grant would leverage or maintain an identified source of significant local or federal investment.

B) Major Projects Project Development Reserve: to support the delivery of capital projects and programs of projects that have entered or have applied to enter federal project development processes for at least a portion of the project or program of projects, and that expect to receive federal funding in the future once complete with project development. Contingent awards that provide the match necessary to leverage federal planning funds shall be encouraged.

C) High Priority Grade Crossing Improvement and Separation Projects: to support the delivery of projects that maximize safety benefits and reduce or eliminate conflicts between road users and railroads, including those anticipated with future rail service growth. Such projects may benefit existing or proposed rail passenger services. Contingent awards that provide the match necessary to leverage federal funds shall be encouraged. Additional detail on project objectives is provided in the addendum to the main guidelines.
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Caltrans, in collaboration with CalSTA, will offer expanded technical assistance prior to application to support agencies of every size throughout the state, including assistance in identifying critical elements to documenting increased ridership across the project and network it serves for agencies pursuing zero emission vehicle purchases. The Office of Planning and Operations Support in the Division of Rail and Mass Transit (DRMT) at Caltrans will also provide required ridership modeling assistance for any project benefiting or impacting the intercity rail system.

Once awards are publicly announced, DRMT’s Office of Project Development, Management and Delivery will lead implementation and grant management of the selected projects, with assistance from the Office of Planning and Operations Support to ensure alignment of project scope with the project award and the Caltrans Office of Race and Equity to ensure integration of efforts to deliver Priority Population benefits into the approved project scope and programming documents.
5 Funding
The TIRCP receives a portion of the Transportation Improvement Fee revenues established by SB 1 and a continuous appropriation of 10 percent from the quarterly Cap-and-Trade auction proceeds deposited in the GGRF, plus any annual budget allocations provided by enacted budget bills.

The TIRCP funds available for this General Fund cycle are already available for award, encumbrance and liquidation, and are expected to be fully encumbered and liquidated by June 30, 2027. These funds are regionally subdivided, with minimum distribution requirements, as noted in Section 1 (Authority and Purpose) and where all funds not assigned to one of the set-aside categories will be awarded to new projects selected through the regular TIRCP process. The following non-binding target ranges reflect the broad range that is possible and should be assumed by applicants:

A) Southern California, inclusive of the Counties of Imperial, Los Angeles, Orange, Riverside, San Bernardino, San Diego and Ventura:
a. Existing TIRCP Projects Leveraging Federal and Local Funds Reserve: $900 million to $1.35 billion
b. Major Projects Project Development Reserve: up to $150 million c. High Priority Grade Crossing Improvement and Separation Projects: $140 million to $280 million
d. New Projects: $331.5 million to $931.5 million
B) Rest of the State:
a. Existing TIRCP Projects Leveraging Federal and Local Funds Reserve: $900 million to $1.20 billion
b. Major Projects Project Development Reserve: up to $150 million c. High Priority Grade Crossing Improvement and Separation Projects: $70 million to $210 million
d. New Projects: $148.5 million to $598.5 million
As provided in statute, CalSTA may revise its approved Program of Projects and/or Program Allocation Plan as necessary, including deletion or delay of projects based on a shortfall of funding or lack of project progress. The Program Allocation Plan will reflect planned multi-year funding amounts for any projects or 4214
7 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 project elements expected to receive their funding over more than one year, and may be adjusted at any time to address project or program needs and to align allocations with revenues. 6 Schedule
2022 Cycle 6 Draft Guidelines Schedule
Release Draft 2022 Cycle 6 Guidelines September 30, 2022 Guidelines Workshops (Virtual)
Workshop 1 (focused on large applicants) Nov 3, 2022
Workshop 2 (focused on rural and small applicants) Nov 4, 2022 Closing Date for Comments on Draft Guidelines * Nov 7, 2022 CalSTA Publishes 2022 Cycle 6 Guidelines November 15, 2022 Call for Projects November 15, 2022
Existing Projects Preliminary Information Submittal
Optional, time-limited, focused virtual meetings for applicants to discuss project concepts and quantifications (will be scheduled by request; does not apply to existing project applicants) Transmission of Follow-Up Questions to Existing Projects Applicants
Answers to Follow-Up Questions Due from Existing Project Applicants
Anticipated Announcement of Existing Project Awards
December 6, 2022
December 12-16, 2021
December 20, 2022
January 13, 2023
January 31, 2023
Project Applications Due February 10, 2023
CalSTA Anticipated Award Announcement April 24, 2023
*Comments can be submitted to: [email protected] 7 EligibleApplicants
Eligible applicants must be public agencies, including joint powers agencies, that operate or have planning responsibility for existing or planned regularly scheduled intercity or commuter passenger rail service (and associated feeder bus service to intercity rail services), urban rail transit service, or bus or ferry transit service (including commuter bus, vanpool, and micro transit services). Public agencies include local municipalities that operate transit service, construction authorities, transportation authorities, and other similar public entities created by statute.

An applicant assumes responsibility and accountability for the use and expenditure of allocated funds.

Applicants must comply with all relevant federal and state laws, regulations, policies, and procedures.

Private companies may partner with eligible applicants to propose and deliver projects.

For High Priority Grade Crossing Improvement and Separation Projects, detail on eligible applicants is provided in the addendum to the main guidelines.

For Existing TIRCP Projects Leveraging Federal and Local Funds, applicants must be the same as those that submitted the original application.
8 Eligible Projects
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8 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 Eligible applicants may submit project applications individually or as part of a joint application. In order to be eligible for funding under this program, a project must demonstrate that it will achieve a reduction in greenhouse gas emissions using the CARB quantification methodology.

As codified in Section 75221(a) of the PRC, projects eligible for funding under the program include, but are not limited to, the following:

1. Rail capital projects, including intercity rail, commuter rail, light rail, and other fixed guideway projects. Additionally, the acquisition of rail cars and locomotives, and the facilities to supportthem, that expand, enhance, and/or improve existing rail systems and connectivity to existing and future transit systems, including the high-speed rail system.

2. Intercity, commuter, and urban rail projects that increase service levels, improve reliability, or decrease travel times, infrastructure access payments to host railroads in lieu of capital investments, efforts to improve existing rail service effectiveness with a focus on improved operating agreements, schedules, and minor capital investments that are expected to generate increased ridership, as well as larger scale projects designed to achieve significantly larger benefits.

3. Rail, bus, and ferry integration implementation, including:
a. integrated ticketing and scheduling systems and related software/hardware capital investments (including, but not limited to, integration with bus or ferry operators and the use of contactless payment and General Transit Feed Specification (GTFS) implementation through Cal-ITP)
b. projects enabling or enhancing shared-use corridors(bothmulti-operator passenger only corridors as well as passenger-freight corridors)
c. related planning effortsfocused on, but not limited to, delivery of integrated service not requiring major capital investment
d. othermultimodal and service integrationinitiatives

4. Busrapid transit andother bus and ferry transit investments(including autonomousfixed guideway, vanpool, andmicrotransitservices operated as public transit and first-/last-mile solutions), and to increase ridership and reduce greenhouse gas emissions. This includes large scale deployment of zero emission vehicles and the technologies to support them, and capital investments as a component implementing transit effectiveness studies that will contribute to restructured and enhancedservice.

CalSTA intends to fund a small number of transformative projects that will significantly reduce vehicle miles traveled, congestion, and greenhouse gas emissions by: (1) creating a new transit system (2) increasing the capacity of an existing transit system, or (3) otherwise significantly increasing the ridership of a transit system. Significant change will be measured both in percentage terms (percent increase compared to the existing system or corridor) and in total quantity terms (increase in number of riders and passenger miles per day). Benefits from the proposed project may accrue from ridership generated on more than one transit system or corridor due to integration, and such benefits may be counted as long as the connected system or corridor has sufficient capacity to carry the increased passenger demand.

Projects related to mitigating the impacts on freight rail services that are caused by growth in passenger rail may also be eligible for TIRCP funding even if they are not directly on the passenger rail corridor. However, they should be included in an application for a project that increases passenger rail ridership.

The awarded projects may include, for example, both lower-cost projects focused on integration, reliability and enhancement of service, and higher-cost capital expansion projects. In addition, CalSTA seeks projects that link housing with key destinations and that improve accessibility to economic opportunities. CalSTA may also make some funding available for demonstration projects that are smaller-scale efforts with great potential to be expanded. Projects may include new approaches to attracting increased ridership such as smart phone mobile ticketing, contactless payment, or other software and hardware solutions to reduce ticketing transaction costs, or a test of a concept related to integrated ticketing, as well as intercity rail/transit effectiveness or operational planning as a component of the capital investments in improved, expanded and/orrestructured service designed to cost-effectively increase ridership. Research, development 4216
9 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 and testing of emerging technologies are eligible components of project applications.

Clean fleet, facility and network improvement projects that support agencies replacing aging vehicle fleets with Zero Emission Vehicles (ZEVs), and associated fueling or charging infrastructure or facility modifications, may also be eligible for TIRCP funding even if not increasing the number of vehicles in the transit agency fleet. Such projects will generally qualify through various efforts that (1) improve network efficiency with transit priority investments that allow savings in vehicle hours operated to be redeployed into increased service on the same or other routes, (2) implement improvements to payments systems that are designed to increase ridership, including implementation of contactless open payment, traveler information through GTFS-Real Time (GTFS-RT), and other services available through Cal-ITP, and/or (3) improve integration with other corridors and/or operators through service restructuring designed to increase network ridership. Smaller and/or rural agencies that may have difficulty transitioning to electrified fleets without additional support are encouraged to apply and seek technical assistance during the consultation periods highlighted in the project schedule, recognizing that many such agencies have not previously applied to the program. ZEV leases are eligible for TIRCP funding, but benefits modeled must match the duration of the lease.

Addressing the integration of rail and transit referenced in the TIRCP objectives and described in the eligible projects will require attention to network integration amongst rail and transit services. Improving integration will improve connectivity and the seamlessness of the travel experience for users by eliminating points of friction during a public transportation journey, and as a result increase ridership across multiple corridors and/or systems. These points of friction come in many forms, including but not limited to a lack of universal GTFS trip-planning information, poor service design and uncoordinated schedules, incompatible fare and ticketing policies and systems between agencies, and unsafe and inconvenient physical connections between modes. Examples of types of network integration projects include:
• Contactless open payment systems and real-time traveler information through GTFS to improve system integration and rider connectivity
• Coordinated schedule and timetable planning between agencies to reduce transfer wait times and improve the seamlessness of the travel experience, and the capital projects necessary to improve such coordination and operations; • Integrated station design to accommodate existing and planned services and their service expansions, and capital projects necessary to invest in hubs at suchstations; • Planning to determine opportunities to co-locate maintenance and yard facilities, as needed, and capital projects to invest in such facilities; • Service and infrastructure needs analysis to determine the feasibility of new or expanded systems that better integrate service, and the capital investment necessary to implement such services;
• Station area and transit facility improvements to facilitate better land uses and access by active or shared mobility modes, as well as to enhance customer safety and comfort.

Network integration and system development planning can be components in the application with their own scope, schedule and budget, but they must relate to the overall capital project being proposed (including identifying ways to improve the benefits realized by the project upon implementation or through identifying additional capital investments that could be funded in later phases to enhance network and system benefits). Where relevant, it should demonstrate support of the integration demonstrated in the vision laid out in the 2018 California State Rail Plan. CalSTA may elect to include network integration technical assistance and/or additional funding as part of a TIRCP award if it is determined that there is a need not adequately addressed by the applicant, especially if integration can be improved with regards to adjacent state-funded capital projects or state-funded rail operations. CalSTA and Caltrans may provide technical assistance to ensure that TIRCP program and statewide goals and priorities are being addressed through the work.
4217
10 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 Applicants may apply for funding for multiple projects in a cycle in each of the funding categories.

Prioritizing projects across funding categories is not required. However, an applicant submitting multiple project applications for a single category must clearly prioritize its project applications. Applicants are also encouraged to identify phases or priorities within each project application, if applicable, so that available resources may be awarded to a phase or priority if the full project cannot be funded. Many applicants have found it more helpful to submit a single application that describes a programmatic set of inter-related projects rather than submitting multiple applications. Phasing and priority-setting within such a programmatic application can then be clearly identified, but the narrative describing the goals and outcomes can be shared.

Applicants submitting a high-dollar, single application with no scalability or separable project elements may increase the risk of having an uncompetitive project application. At the same time, applicants are advised to submit projects that are scalable where practical. In the event that available program resources expand or contract prior to the completion of the programming cycle, CalSTA may revise the funding available for the programming cycle.

There is not a set limit on the amount of funding that a project can be awarded, but geographic equity requirements for the program plays a practical role in limiting the amount a given applicant and project could expect. Geographic equity is considered within each cycle of funding, as well as with consideration given to the degree to which the geography in question has been underrepresented in past cycles.

While there is no minimum match requirement for this funding source, funding leverage is desirable and will be considered in the evaluation of expected project benefits. In particular, emphasis will be placed on projects that:
• Leverage funding from other GGRF programs such as Caltrans’ Low Carbon Transit Operations Program, the SGC’s Affordable Housing and Sustainable Communities and Transformative Climate Communities Programs, or CARB’s Low Carbon Transportation funding program (including the Hybrid and Zero-Emission Truck and Bus Voucher Program (HVIP)) • Leverage funding from SB1 sources(including formula program sources) • Leverage funding from other federal, state, local, regional, or private sources (including potential local transportation funding measures, as further detailed in Section 12) Consideration will be given as to those sources that are discretionary (including competitive and noncompetitive funding sources) compared to those that are non-discretionary. A recipient of money under the program may combine funding from the program with other state funding (if allowed), including, but not limited to, the State Transportation Improvement Program, the Low Carbon Transit Operations Program, clean vehicle programs, and state transportation bond funds.

If a project is awarded funds, all funds identified as committed to the project may be required as a funding match at the time of project selection and, based on the matching percentage identified at the time of selection, a pro-rata reimbursement agreement (or other suitable agreement) may be established to ensure project savings are returned proportionally. Project completion savings are returned proportionally except when an agency has committed additional funds to the project to fund a cost increase. In such instances, savings at project completion may be returned to other fund types first, until proportions match those at programming. If capital assets are removed from service before the end of their useful life, pro-rata repayment of grant funds may be required.

Redeployment of capital assets to achieve similar, or greater, benefits more effectively may be permitted, but must be documented (with documentation including a detailed justification of the requested redeployment) by the grantee and approved in advance by CalSTA. For example, once a project is operational, and after monitoring service performance and determining that it was not performing as expected, redeploying bus service to achieve greater greenhouse gas reductions or better serve priority populations based on current needs may be permitted.

If an implementing agency receives funding for a project that is to be completed with other funds (for 4218
11 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 example, a project which receives funds for plans, specifications, and estimates from the TIRCP but which will receive local measure funding for construction), that agency is required to complete the project as proposed and approved. If the project is not completed and put into service as awarded, the agency may be required to fully or partially repay funds from the TIRCP commensurate with the failure to complete the project and deliver anticipated reductions in greenhouse gas emissions.

If a project application was only partially awarded in a previous cycle, applicants may request additional funds for the unawarded components in a future funding cycle. However, applicants may not request additional funds for the same previously awarded project components based on cost escalation or loss of a matching funding source. Such projects may reapply in a future cycle with a revised financial plan, but are subject to new ratings relevant to the current application cycle, and may or may not succeed in receiving a funding award.

Prior to the project application due date, CalSTA invites interested eligible applicants to optional meetings (as outlined in the calendar section of the document) to discuss proposed project concepts and quantifications, in order to clarify program requirements.

For Existing TIRCP Projects Leveraging Federal and Local Funds, applicants must submit already awarded projects (from Cycles 1 to 4) that can demonstrate that a supplemental state grant would leverage or maintain an identified source of significant local or federal investment. Maintaining funding includes, but is not limited to, seeking funding for projects that are under construction that could lose access to, or be required to repay, committed federal funds unless additional non-federal funds are identified. Maintaining funding also includes retaining access to local funds committed to a portion of the project that is not yet fully funded. Leveraging funding includes seeking funding for projects that need additional state funds in order to successfully receive a future federal or local funding commitment, and includes leveraging federal or local funds that were committed to the project budget above the funding level committed to in the original TIRCP application after project award.

For the Major Projects Project Development Reserve, projects must be seeking to enter or already have entered a federal project development program, such as the Capital Investment Grant Program at the Federal Transit Administration or the Corridor Development Program at the Federal Railroad Administration.

For High Priority Grade Crossing Improvement and Separation Projects, detail on eligible projects is provided in the addendum to the main guidelines.
9 ProjectApplications
Applications must be submitted in accordance with the Call for Projects.

Applications will be treated in accordance with Public Records Act requirements and certain information, subject to those requirements, may be publicly disclosed.

Each project application must include a signed cover letter, with signature authorizing and approving the application.

The project application shall include:

1. Projecttitle, which should be a brief non-technical description of the project type, scope, and location.

2. Project priority (if agency issubmittingmultiple applications). Explain the prioritization, including any state, regional or local planning efforts that support the ranking.

3. Project purpose andneed.

4. Projectscope.

5. Project Location – provide a map for each of the following:

A. Project location denoting the project site. Provide a KML file for the project with the transit route/project location represented by lines and stops represented by points as applicable. 4219
12 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 Project location denoting disadvantaged communities, low-income communities, and/or low-income households that will benefit from the project (Attachment 1, CCI Funding Guidelines).

B. Greenhouse gas reducing features such as project components that improve air quality and reduce greenhouse gas emissions along a specific corridor, surrounding land use density, housing and employment centers, transit- oriented development/sustainable communities strategy projects, active transportation infrastructure and other features, to the extent available. If available, consider including the following information on maps related to the project, as these will help in evaluating many of the secondary evaluation criteria:
• Land use diversity/mix of land uses specified on themap • In addition to showing where housing exists, provide information on housing density and planned/zoned/permitted/etc. housing density; • In addition to illustrating existing employment centers, provide information on employment density, mix of employment types, and planned future employment land uses.
• Current neighborhood walkability (e.g., see Affordable Housing and Sustainable Communities Program (AHSC) guidelines for sources of walkability data); • Planned and existing active transportation infrastructure (what currently exists, what is planned, and what would be funded by the project)

6. Project costs.

Documentation of the basis for the costs, benefits and schedules must be cited in the project application and additional detail made available upon request. The application should identify:

A. Cost estimates escalated to the year of proposed delivery. Only cost estimates approved by the Chief Executive Officer or other authorized officer of the implementing agency should be used.

B. The amount and source of funds committed to the project (including funding forinitial operating costs). A funding commitment is defined in Section 12 of this document.

C. The amount of TIRCP fundsrequested. TIRCP funds cannot be used to supplant other committed funds.

D. If applying for Network Integration as a separate component, please specifically indicate the costs.

7. Projectschedule including benefits reporting,the project’s currentstatus and the completion dates of all major delivery milestones.

8. Project benefits:

A. A clear demonstration of the expected GHGreductionbenefits, other co-benefits, and the proposed metrics for tracking and reporting on those benefits consistent with the CARB’s Funding Guidelines, as described in Attachments 1-3.

B. The description of project benefits that address all Primary and Secondary Evaluation Criteria listed below under Project Selection Process (Section 10), indicating that a category is not applicable, or no benefits are expected when that is the case.

C. An estimate of the useful life of the project for the dominant project asset type (can be separated by project category or phase if elements ofthe project have independent utility and could be separately funded or placed in service).

D. When investment of TIRCP is proposed to improve private infrastructure, an assessment of public and private benefits to show that the share of public benefit is commensurate with the share of public funding.

E. If a project will be applying for funding from other greenhouse gas reduction programs (such as Caltrans’ Low Carbon Transit Operations Program, the SGC’s Affordable Housing and Sustainable Communities Program or the CARB’s Low Carbon Transportation funding program (including HVIP)) or from the Commission’s Active Transportation or other 4220
13 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 program, an indication if there are separable elements that will be funded from those other sources and the applicant must clearly explain any change to the benefits of the project if the funding from that source is not awarded to the project.

F. Identify and include as an attachment all studies or planning documents relevant to the proposed project.

G. If applying for Network Integration, specifically indicate the benefits and how the network integration work will enhance the overall project benefits.

H. A discussion of the proposed project’s impact, both favorable and unfavorable, on other transit services and projects planned or underway within the corridor, including intercity rail, transit or high-speed rail services in a parallel or connecting corridor. Impacted plans should be clearly identified, and corresponding planning documents should be included as an attachment. If ridership of the other services is expected to be positively or negatively impacted by the proposed project, evidence of how the other services are to be impacted should be included in the application, including evidence of coordination with the other service providers and an estimate of multi-operator impacts where available. Project impacts that increase ridership on other services through increased transfers of passengers may be reflected in the quantification of GHG benefits only if the project also documents the ability of the connected corridor to provide capacity sufficient to accommodate the riders. If additional service must be operated by the adjoining operator, the operation of such service must be included in the calculation of emissions related to the project. If an agency recognizes value in additional efforts to integrate services with other transportation providers or enhance station access (including by active transportation) during the post-award period (and prior to the beginning of service resulting from the project), a specific task and budget for the proposed activities should be included in the project application. During application review, if additional efforts are evaluated as necessary in order to successfully address integration with other projects, systems or corridors, CalSTA may propose an additional task and assign additional funding to pursue such integration above and beyond what is requested in the project application, with the scope agreed to during development of the agreements necessary to allocate funding to the selected project. Projects expecting to have the impacts described in this section are strongly encouraged to make use of the optional pre-application technical assistance meetings described in Section 4 and on the schedule on Section 5.

9. If applicable, an explanation of how some or all of the project provides direct, meaningful, and assured benefits to a disadvantaged community, low income communities or low-income households as defined by SB 535 and AB 1550, including reducing administrative burdens – particularly those associated with eligibility verification acrossservices. Identify a need of that community, including how the need was established to identify the portion of the project, if any, that is located within a disadvantaged community or low-income community and that addresses the need (see Section 10.3 and Attachment 1).

A. If an agency plans to engage in additional efforts to consult with disadvantaged or low-income stakeholders during the post-award period (and prior to the beginning of service resulting from the project), a specific task and budget for the proposed activities should be included in the project application. Such efforts may include plans for service implementation of the specific project, addressing station access issues specific to the stakeholders, as well as developing proposals for service changes and capital investments that may be funded through future capital or operating funds or through project cost savings. Activities that address community engagement may include, but are not limited to, public workshops/meetings, door-to-door canvassing, house meetings, established website and/or social media efforts, surveys, focus groups, subcontracts with community-based organizations to conduct outreach, allocation of staff or contractor positions focused on community engagement, and advisory bodies or other shared decision-making bodies.

B. The generalscope of the proposed effort should be submitted in draft form, but revision and 4221
14 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 development of additional detail prior to allocation of TIRCP funding for these activities may be requested by CalSTA in order to increase the benefits of the effort. During application review, if additional efforts are seen as necessary in order to successfully address the needs of disadvantaged or low income stakeholders, CalSTA may propose an additional task and potentially assign additional funding to pursue such consultations above and beyond what is requested in the project application, with the scope agreed to during development of the agreements necessary to implement the selected project.

10. If applicable, an explanation of how the project will provide employment and workforce development and training benefits to the community, particularly to priority populations.

This explanation should be accompanied by a Community Workforce Agreement, Project Labor Agreement, or some other agreement made between the applying agency and unions, community-based organizations, or other partners. If such activities are being conducted as part of the project, budget and scope elements should reflect the level of effort anticipated.

11. Address the ability to gather and analyze new datasets for public use and benefit asan outcome of the project.

12. Descriptionof funding sources and approach to ensuring ongoing operating and maintenance costs of the project are funded through the useful life of the project (as applicable).

13. Description of how the project will assist in meeting the California Minimum GTFS Guidelines, and address any identified assessment deficiencies, if applicable. The guidelines may be found at:
https://dot.ca.gov/cal-itp/california-minimum-general-transit-feed-specification-gtfsguidelines.

14. Each application must include an Electronic Project Programming Request (ePPR) Form that can be generated at https://calsmart.dot.ca.gov and choosing ‘Other’ funds option on the general information page. Ausers guide for generating the ePPRcan be foundat: https://dot.ca.gov/- /media/dot-media/programs/financial-programming/documents/eppr-instructions-v101-a11y.pdf For further helps with ePPRs, please email: [email protected].

A. Each Project Programming Request must list Federal, State, and local funding categories by fiscal year. All applicants must demonstrate the ability to absorb any cost overruns and deliver the proposed project with no additional funding from this program beyond that provided in initial grant or cooperative agreement, and to fund initial operating costs. If the project is a scope addition to a project programmed in an earlier TIRCP cycle the revised PPR must not show supplanting of previously committed non-TIRCP funds.

B. An eligible applicant may submit an application to fund a project over multiple fiscal years.

The cost of each project component must be listed in the state fiscal year in which the particular project component needs to receive a Commission TIRCP allocation. For environmental studies and permits, costs should be listed in the fiscal year duringwhich environmental studies will begin. Costs for the preparation of plans, specifications and estimates should be listed in the fiscal year during which this work will begin. Right of way costs should be listed in the fiscal year(s) during which each right of way acquisition (including utility relocation) contract will first be executed. Construction costs should be programmed in the fiscal year during which each construction contract needs to receive a Commission TIRCP allocation to be advertised, and if an agency can receive TIRCP construction reimbursements over multiple fiscal years to fund a contract of extended duration, the application should list the amounts by fiscal year over which construction funding is required to meet expected contract requirements.

C. If a project is expected to require multiple contracts for any stage of project development 4222
15 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 (often the case for multi-component projects), each contract should be listed separately with its respective funding requirements (to the extent known at the time of application), so that Commission TIRCP allocations may be sought in the programming year close to the specific contract need and funding allocations are put to timely use. If not known at the time of application, this information will be sought prior to Commission allocation so that the project and its various components can be properly programmed in the CalSTA Program Allocation Plan.

D. Applicants are encouraged to submit a narrative explanation or supplement to the PPR to reflect the proposed contracting approach and describing the ability of the project to receive funds on alternative allocation schedules. If a project has a special cash flow consideration that would benefit from TIRCP funds being available at a particular time, please describe this in the application.

E. Applicant must disclose if they’re an FTA federal grantee or not, and are encouraged to include any FTA funding used as match if they are.

F. Finally, if a project is only requesting funds for a particular phase of the proposed project, such as a construction contract expected to be awarded in a specific year of the program, identify the prior phases and the funding associated with them.

15. Letters ofsupport for project implementation, including lettersfrom:

A. Project partners essential to project implementation, such as host railroads or facility owners.

If TIRCP funds are to be used at a later stage of project implementation (such as construction), and an agency is able to commit to delivering the project goals with no additional TIRCP funding (supplementing, if necessary, from non-TIRCP sources), letters of support may indicate overall support for the project as described in the application and willingness to engage in best efforts to achieve a formal agreement for the construction elements of the project that will still require a future stakeholder agreement. Commission allocation of awarded TIRCP funding for such future construction will be conditioned on such agreements being finalized and the project being implemented in a manner consistent with the original application.

B. A Metropolitan Planning Organization (MPO), indicating that the project is consistent with an adopted Sustainable Communities Strategy, or in non-MPO regions, a regional plan to reduce GHG emissions and/or vehicle miles travelled (VMT). (It is not necessary to establish project eligibility for an MPO to indicate its specific support for the project.) C. Regional agency oragencies.

D. Members of the community, including representatives of impacted disadvantaged or lowincome communities. Letters from community organizations stating their recognition of benefits from the project are encouraged.

E. Additionalstakeholdersrelevant to the proposed project.

16. Description of project elements that are separable or scalable based on available funding, if applicable, while still maintaining independent utility. For example, if an application is for improving services on three routes, each route may be separately described and prioritized so that the highest-priority portion of the application could be funded if resources are not sufficient for full project funding. If some or all of the project is already programmed using state or federal funds, the application must clearly explain if and how the scope of the project has changed since the most recent state or federal programming action, including an explanation of any differences in assumed federal funding level compared to the most recent Capital Investment Grant report or summary (if applicable). If the project is not scalable or separable, the applicant should provide background detailing why it is not practical for it to be phased or scaled.

Documentation of the basis for the costs, benefits, and schedules must be included in the project application and additional detail made available upon request. CalSTA will post basic project application information from all applications on its website prior to awarding funding. After projects are selected, CalSTA will post the 4223
16 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 status of all project applications to its website.

CalSTA encourages project applicants to carefully consider how to track the status and benefits of the proposed project, including having project budgets that allow for an appropriate level of before and after data collection and analysis (e.g., greenhouse gas reductions, diesel particulate matter reductions, increased transit service for disadvantaged community residents, etc.). This tracking could take the form of customer surveys made before and after the proposed project, specific data analysis before and after the project, or other efforts. Since this is an ongoing funding program of the state, developing lessons learned and good supporting data are critical to future program effectiveness.

For project applicants that have recently submitted an application for Cycle 5 for a project that didn’t receive funding or received only partial funding, the application requirements are unchanged. All or much of the prior application may be utilized for resubmission. Reference may be made to past application materials, including letters of support, and if they are unchanged, do not need to be updated.

For the Existing TIRCP Projects Leveraging Federal and Local Funds Reserve, full funding applications will not be required, since each project has already been selected through a prior award cycle. Details on the specific project information required to apply for supplemental funding are included in Addendum 1 to these guidelines. Following submission of initial project information, Caltrans and CalSTA may follow up with applicants to request additional or clarifying information related to the evaluation process.

For the Major Projects Project Development Reserve, only the subset of application information that is relevant to the pre-construction phase will be necessary, as reflected in Addendum 2.

For High Priority Grade Crossing Improvement and Separation Projects, detail on application requirements is provided in Addendum 3 to these guidelines. 10 ProjectEvaluation
Applications will receive an initial screening for completeness and eligibility. Incomplete or ineligible applications will not be evaluated.

10.1 Primary EvaluationCriteria
Projects will be selected through a competitive process. The primary evaluation will be based on how well a project meets the objectives of the program, as further expanded upon by the grant evaluation considerations in statute:

1. Reduce greenhouse gas (GHG) emissions. CARB has developed a quantification methodology for estimating greenhouse gas reductions that may occur as a result of project implementation (see Attachment 2). The inputs and assumptions behind these calculations must be thoroughly documented as part of the application. Applicants should present project elements that are scalable or separable in a manner that allows the greenhouse gas emission reductions of each element to be understood. Total cost per metric ton of carbon dioxide equivalents (MTCO2e) reduction and Transit and Intercity Capital Program funding per MTCO2e reduction will be primary elements of the evaluation for project selection.

Applicants must quantify greenhouse gas reductions (see Attachment 2) and submit reporting information in accordance with the CARB’s Funding Guidelines (see Attachment 1). Highly rated projects will exhibit a low cost per ton of MTCO2e reduction and will have strong documentation of the ridership and passenger mile impacts of the project.

2. Increase ridership through expanded and improved rail and transit service (including connectivity to rail services through expanded and improved transit and/or feeder bus services, or by improving the rider experience through universal GTFS travel information and contactless open payments (such as through Cal-ITP)). Expanding 4224
17 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 service and improved connectivity includes construction of new rail and transit infrastructure and facilities. Documentation of the assumptions and approach to estimating ridership changes is a critical component of evaluating greenhouse gas emission reductions. Highly rated projects will have significant ridership impacts relative to the project cost and well documented methodologies for establishing ridership forecasts. Projects must document the degree to which ridership growth expected over the life of the project is supported by housing policies that will support such growth, including evidence of compliance with state-required housing plans (such as an Adopted Housing Element), and may include a designation of the community as Prohousing, as determined by the Department of Housing and Community Development’s Prohousing Designation Program. If multiple operators benefit from or are impacted by a project, highly rated projects will documentspecific ridership results specific to each operator, including any reductions impacting other operators. Recognizing that transit-supportive land use decisions are a key influencing factor of ridership, projects may capture additional ridership from entitled housing projects within a half mile of transit stations that are expected to be delivered within required project outcome reporting period, even if such delivery is following project completion. Investments in traveler information and payment systems that are part of the application should also be evaluated for their impact on project-level and/or system-wide ridership.

3. Integrate the services of the state’s various rail and transit operations, including integration with the high-speed rail system, and the associated integration of services between agencies to support network-wide connectivity. Improving integration will improve connectivity and the seamlessness of the travel experience for users by eliminating points of friction during a public transportation journey. Highly rated projects will identify and address through service design and/or capital project design the opportunities to integrate services across multiple systems or corridors, where possible.

4. Improve safety. Projects that include specific measures to address safety for users or nonusers of the transit or rail service should specifically note such project elements and the funding related to them. If the specific nature of safety-related projects components is still being determined in collaboration with local agencies and input from communities, applicants may discuss the broad location and types of investments being planned. Such improvements may include grade separations, improved crossing protection at railroad crossings, or elements in transit stations that reduce the likelihood of pedestrian fatalities and injuries, among other safety elements. Such safety elements may also include elements that increase the safety of disadvantaged and/or vulnerable populations, including safer circulation for the elderly, mobility impaired, very young, and the vision impaired. Highly rated projects will have significant project element related to safety and will not leave major safety considerations unaddressed.

10.2 Secondary Evaluation Criteria
Projects will also be evaluated based on the following criteria:

1. If/how much projects contribute to the implementation of sustainable communities strategies and the reduction of vehicle miles traveled and GHGs that may not be quantitatively captured in CARB’s Quantification Methodology (QM), discussed in Section 10.1.1.

A. Reducing vehiclesmilestraveled from automobiles and the number of automobile trips beyond what will be achievable via transitridership as captured in the QM and conveyed per #1 and #2 of the Primary Evaluation Criteria.

B. Coordinating with local governments to facilitate the location of additional employment and/or housing in the transit stop or station area (e.g., within ½-mile of 4225
18 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 the transit station or stop that will be affected by the project and the resulting lowcarbon impact of such location efficiency on statewide GHG emissions relative to the status quo). This can be accomplished by using project funding to make station areas and neighborhoods walkable, bikeable, and well-integrated with existing or planned shared mobility and transit services. Evidence that will support this cobenefit will include:
• Documentation showing the siting of projects with rail stations and major transit centers located within ½ mile of existing or planned future housing with densities that correlate with higher transit use and lower VMT per household.
• Documentation showing alignment with state housing policies and goals that seek to increase access, reduce transportation costs, improve equity, and overcome the statewide housing crisis. Applicants can demonstrate alignment in one of two ways:
(a) The project will serve a community within ½ mile of a transit station or stop that has received a positive Prohousing Designation Program score, certified by the Department of Housing and Community Development, for one or more of the following Prohousing Policies:
• Policies that promote development consistent with the state planning priorities pursuant to Government Code section 65041.1 (25 CCR 6606 [C][2]).
• Density bonus programs which exceed statutory requirements by 10 percent or more (Sec. 6606[b][1][D]).
• Increasing allowable density in low-density, single-family, residential areas beyond the requirements of state Accessory Dwelling Unit law (e.g., permitting more than one ADU or JADU per single-family lot) (25 CCR 6606 [b][1][E]).
• Documented practice of streamlining housing development at the project level, such as by enabling a by-right approval process or by utilizing statutory and categorical exemptions as authorized by applicable law (Pub. Resources Code, §§ 21155.1, 21155.4, 21159.24, 21159.25; Gov. Code, § 65457; Cal Code Regs., tit. 14, §§ 15303, 15332; Pub. Resources Code, §§ 21094.5, 21099, 21155.2, 21159.28). (25 CCR 6606[b][2][C]).
• Zoning to allow for residential or mixed uses in one or more nonresidential zones (e.g., commercial, light industrial) (25 CCR 6606 [b][1][G]).
• Reducing or eliminating parking requirements for residential development as authorized by Government Code section 65852.2; adopting vehicular parking ratios that are less than the relevant ratio thresholds at subparagraphs (A), (B), and (C) of Government Code section 65915, subdivision (p)(1); or adopting maximum parking requirements at or less than ratios pursuant to Government Code section 65915, subdivision (p). (25 CCR 6606[b][1][F]).
• Measures that reduce costs for transportation-related infrastructure or programsthat encourage active modes of 4226
19 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 transportation or other alternatives to automobiles. Qualifying policies include, but are not limited to, publicly funded programs to expand sidewalks or protect bike/micro-mobility lanes; creation of on-street parking for bikes; transit-related improvements; or establishment of carshare programs. (25 CCR 6606[b][3][E]). • Modification of development standards and other applicable zoning provisions to promote greater development intensity.

Potential areas of focus include floor area ratio; height limits; minimum lot or unit sizes; setbacks; and allowable dwelling units per acre (25 CCR 6606[b][1][H]
• Rezoning and other policies that support high-density development in Location Efficient Communities. (25 CCR
6606[c][5]).
• Permitting missing middle housing uses (e.g., duplexes, triplexes, and fourplexes) by right in existing low-density, single-family residential zones (25 CCR 6606[b][1][B]).
• Establishment of a Workforce Housing Opportunity Zone, as defined in Government Code section 65620, or a housing
sustainability district, as defined in Government Code section 66200 (25 CCR 6606[b][1][I])
• Policies that go beyond state law requirements in reducing displacement of lower income households and conserving existing housing stock that is affordable to lower income households. (25 CCR 6606[c][4]).
• Policy that represents one element of a unified, multifaceted strategy to promote multiple planning objectives, such as efficient land use, access to public transportation, affordable housing, climate change solutions, and/or hazard mitigation (25 CCR 6606[c][1]).
• Establishment of pre-approved or prototype plans for missing middle housing types (e.g., duplexes, triplexes, and fourplexes) in low-density, single-family residential areas(25 CCR 6606[b][3][G]). • Adoption of ordinances or implementation of other mechanisms that result in less restrictive requirements than Government Code sections 65852.2 and 65852.22 to reduce barriers for property owners to create ADUs/JADUs. Examples of qualifying policies include, but are not limited to, Development standards
improvements, dedicated ADU/JADU staff, technical assistance programs, and pre-approved ADU/JADU design packages (25 CCR 6606[b][3][B]).
• Priority permit processing or reduced plan check times for ADUs/JADUs, multifamily housing, or homes affordable to loweror moderate-income households (25 CCR 6606[b][2][I]). (b) The applicant engages in affordable, residential transit-oriented development on land owned or leased by the transit agency, or in conjunction with another public agency or private investor making such investments within ½ mile of one or more stations or stops served by the project. To be considered “affordable,” the development must have at least 20% of units reserved for residents with 60% or less AMI. To be “transit4227 20 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 oriented” the housing must be within ½ mile of a transit station or stop and have a density of at least 20 dwelling units per acre. Special consideration may be given to projects which convert surface parking facilities into housing and or job centers, if they are located within ½ mile of a transit stop.

C. Expanding existing rail and public transit systems, to the extent not already captured in the project being applied for. Specific items that could be covered here include the expected strengthening of the existing system in a manner that will allow future investments in expansion to be considered, or the extent to which additionalservice may be operated due to the ridership growth achieved throughout the system due to the project, even if the specific location of the needed service increase is not yet identified. The contribution of the project to the acceleration of later phases of rail and transit projects in the region or service area may also be included in this category
D. Enhancing the connectivity, integration, and coordination of the state’s various transit systems, including, but not limited to, regional and local transit systems and the highspeed rail system. This category should be utilized in particular if there are not specific capital investments or planning efforts called out in the project budget that invest in integration, but these benefits are still a co-benefit of the project, such as through contactless open payments or GTFS-RT traveler information systems. This category can also address integration across other modes of transportation, such as connections at/to: airports, bus terminals, ferry terminals, rail stations, active transportation infrastructure and networks, and other shared mobility options (e.g. bikeshare, scootershare, carshare) that help transit users overcome potential first- and last-mile barriers to transituse.

E. Investing in clean vehicle technology, including efforts that will accelerate the adoption of such technology or provide valuable research or demonstration of such technology.

When buses will be funded as a part of this project, special consideration will be given to zero emission bus technology.

F. Promoting active transportation, by investing in infrastructure, amenities, education andoutreach, etc.thatwill increase the proportionoftrips accomplished by biking and walking. This includes efforts and investments to increase the safety and mobility of bicyclists and pedestrians. Examples of how this can be accomplished includes (but is not limited to) the following:
• Bike parking/storage at transitstations and stops
• Open paymentsystems integrated with transit
• Bike lanes and sidewalks to make station areas accessible via active transportation
• Traffic calming elements are transit stations to make walking and biking a safer and more pleasant experience
G. Improving public health, with particular emphasis on elements benefiting the most impacted and disadvantaged communities, low-income communities, and/or lowincome households. This category should include any air quality impacts of the project not included in the reduction of greenhouse gas emissions, including health benefits from improved regional air quality resulting from the project. The air pollution reductions for this item should be documented using CARB’s co-benefit assessment methodologies.

2. Benefit to priority populations. The applicant must evaluate the criteria detailed by CARB (see Attachment 1) and complete the CARB benefit criteria table, to determine whether the project meets criteria for providing direct, meaningful, and assured benefits to a disadvantaged 4228
21 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 community, low-income community, and/or low- income households and address a community need pursuant the CARB’s Funding Guidelines, and specifically document the manner in which all or part of the project does so. Projects that will be used by residents of disadvantaged communities, low-income communities, and/orlow-income households should document the nature of such use and its degree of relevance to disadvantaged community, low-income community, and/or low-income household residents in the service areas of the operators benefiting from the project.

A. Project applicants should be explicit on the deliberate steps they take to achieve a meaningful level of participation from disadvantaged communities, low-income communities, and/or low- income households in the planning and design of projects that are intended to address community identified priorities and needs.

B. As detailed in the CARB Funding Guidelines, Attachment 1, benefits to priority populations can also be demonstrated through community workforce agreements or labor agreements with unions, community-based organizations (CBOs), or other partners. The following are examples from around California that provide more background and context for applicants:
• For transit infrastructure, Community Workforce Agreements (CWAs) are commonly used in California cities where local elected officials see them as a mechanism to maximize the economic benefits of development projects and create jobs for local residents.
• For transit system expansion, the state’s larger transit agencies (e.g., Los Angeles County Metro, BART, SFMTA, and AC Transit) regularly establish Project Labor Agreements (PLAs) for large construction projects.
• CWAs and PLAs set standards for wages and expand training opportunities for workers, because they include use of the state-certified apprenticeship system and contributions to apprenticeship training trust funds for every hour worked. Some agencies that require PLAs for major subsidized housing developments and transit system expansion projects include targets for local hiring (turning the PLA into a Community Workforce Agreement, or CWA),set goals for apprenticeship utilization, and codify goals for participation of disadvantaged workers to expand access to women and other workers underrepresented in the construction trades.

3. The project priorities developed through the collaboration oftwo ormore rail operators and any memoranda of understanding between state agencies (including intercity rail joint powers authorities) and local or regional rail operators.

4. Geographic equity, with particular attention by applicants in identifying efforts to address underserved communities within an applicant’s region or service area. The Transportation Agency will separately apply geographic equity considerations at a statewide level.

5. Consistency with a plan or strategy contained in an adopted Sustainable Communities Strategy, as confirmed by the Metropolitan Planning Organization (MPO), or, in non-MPO regions, a regional plan that includes policies and programs to reduce greenhouse gas emissions. Especially in the case of large capital projects, inclusion in an applicable financially constrained SCS will be noted as evidence of regional funding commitment and enhanced likelihood of successful project delivery. Consistency with the 2018 State Rail Plan service and connectivity goals, if applicable. Projects that are part of a regional network and are considered regionally significant should be noted as such. All referenced documents should be included as an attachment.

6. Benefitsto freightmovement, consistent with the Sustainable Freight Action Plan and the goals of the California Freight Mobility Plan, if applicable. In shared passenger/freight rail corridors, use this category to document and discuss GHG reductions from a greater volume of goods 4229
22 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 movement by rail if applicable.

7. The extent to which a project has supplemental funding committed to it from non-state sources, with an emphasis on projectsthat leverage funding from private, federal, local or regional sources that arediscretionary.

8. For expansions of service, the presence and quality of a financial plan that analyzes the financial viability ofthe proposed service, including the availability of any required operating financialsupport.

Highly rated projects will address and score highly on multiple secondary evaluation criteria, with clear documentation of claimed benefits. Clear documentation will include data related to evaluating the claimed benefits to the extent available. Agencies are encouraged to document in the secondary evaluation criteria categories of verifiable greenhouse gas reducing activities associated with a project that are not specifically captured in the primary evaluation categories and in the quantification tools provided by CARB.

10.3 Benefit to PriorityPopulations
It is a goal of this program to maximize benefits to disadvantaged communities and low-income communities and households. Pursuant to the requirements of SB 535, as amended by AB 1550, the overall California Climate Investments Program funded with Cap-and-Trade auction proceeds must result in: (1) a minimum of 25% of the available moneys in the GGRF to projects located within, and benefiting individuals living in, disadvantaged communities, (2) an additional minimum of 5% to projects that benefit low-income households or to projects located within, and benefiting individuals living in, low-income communities located anywhere in the state, and (3) an additional minimum of 5% either to projects that benefit low-income households that are outside of, but within a 1/2 mile of, disadvantaged communities, or to projects located within the boundaries of, and benefiting individuals living in, low-income communities that are outside of, but within a 1/2 mile of, disadvantaged communities.

Information on California Climate Investments to Benefit Disadvantaged Communities with background on SB 535, AB 1550 and the CalEPA California Communities Environmental Health Screening Tool 3.0 (CalEnviroScreen), can be found at:
https://calepa.ca.gov/EnvJustice/GHGInvest/
In addition to contributing benefits towards meeting or exceeding the AB 1550 investment minimums, the TIRCP has a statutory investment target for benefits to disadvantaged communities required by SB 862 (a 25% minimum). This applies across the entire program regardless of funding source. Agencies are responsible for documenting compliance with these requirements.

Investments that are eligible to be counted toward AB 1550 as projects within and benefiting disadvantaged communities will also count toward meeting the SB 862 requirements. Refer to criteria in Funding Guidelines (further referenced below) for how to demonstrate benefit.

SB 862 requires CARB, in consultation with CalEPA, to develop funding guidelines for all agencies that are appropriated monies from the GGRF. These guidelines must include a component for how administering agencies should maximize benefits for disadvantage communities. The CARB funding guidelines are referenced in Attachment 1.

Applicants must complete and submit the CARB Benefit Criteria Table with their application.

In reviewing efforts to maximize benefits to disadvantaged communities, low-income communities, and/or low-income households, CalSTA may request review of applications by an advisory panel representing such stakeholders during the evaluation of applications. The primary goal of this panel will be to review proposed efforts (both pre-application and those proposed for the post-award period) and to either confirm that the applicant efforts will help align the proposed project with stakeholder and community needs, or to recommend efforts that would allow such needs to be 4230
23 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 addressed (see items 9 and 10 in section 9 describing how such efforts may be requested and funded as part of project selection.

For the Existing TIRCP Projects Leveraging Federal and Local Funds Reserve, the application evaluation process is reflected in Addendum 1 to these guidelines.

For the Major Projects Project Development Reserve, the application evaluation process is reflected in Addendum 2 to these guidelines.

For High Priority Grade Crossing Improvement and Separation Projects, the application evaluation process is reflected in Addendum 3 to these guidelines. 11 Project Selection Process
CalSTA will evaluate applications for compliance with the objectives of the program, including those provided in AB 180, and rate them based on the Primary and Secondary Criteria, assigning ratings such as “High,” “Medium- High,” “Medium,” “Medium-Low”, and “Low” to the specific alignment of the project to each of the selection criteria, and also considering the cost per ton of CO2e reduction and the risks of successful project delivery. Because of the wide variety in the type and size of projects that can be funded from this program, CalSTA may group projects for the purpose of comparing the ratings of like applications or for purposes of comparing projects within a region. In addition, projects with clear phases or scalability may be evaluated for the portion of the project that would receive the highest rating if partial funding for the project is under consideration. The highest rated applications that meet the program objectives will be selected for programming, except that CalSTA may make adjustments to meet the AB 1550 goals of this program and to provide for geographic equity.

In addition to being evaluated on the aforementioned criteria and benefit to priority populations, including addressing community needs, each application will also be assessed to determine the risk associated with the project's capacity to generate, as planned, transportation and greenhouse gas emission reduction benefits (including potential sensitivity to different project benefit outcomes), and to be delivered within budget, on time, and as designed.

Additional factorsto be considered include:

1. The overall need and benefit of the project in the context of its contribution to advancing later phases ofthe project, other aspects of a region’slong-range plans ortowardsimproving the state’s interregional transportationnetwork.

2. Projectreadiness and reasonableness ofthe schedule for projectimplementation, including the following:

A. Progress towards achieving environmental protection requirements.

B. The comprehensiveness and sufficiency of agreementswith key partners(particularly infrastructure owning railroads) that will be involved in implementing the project.

C. For projects that are not fully funded through construction due to funding contingencies (such as federal or local measure funds), the timing and amount of the project's future noncommitted investments.

3. The leveraging and coordination of funding from other greenhouse gasreduction programssuch as Caltrans’ Low Carbon Transit Operations Program, the SGC’s Affordable Housing and Sustainable Communities Program or the CARB’s Low Carbon Transportation funding program.

The leveraging and coordination of funding from other private, federal, state (including SB1 funding programs like State Rail Assistance), local or regional sources, with consideration of those sources that are discretionary compared to those that are non- discretionary.

4. The alignment to the State Rail Plan, where relevant, which articulates a vision and specific service and delivery goals for coordinating schedules and physical infrastructure to deliver an integrated network by leveraging available resources. 4231
24 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022

5. The coordination of project development and delivery efforts in a regional and megaregional context to support an integrated, statewide rail and transit network. This should be articulated in the context of network integration and those agencies applying specifically for network integration funds or projects will be evaluated on their ability to describe the process for delivering an integrated project and its associated benefits.

Highly rated projects will clearly communicate a compelling need for the project in terms of specific benefits for the public and will demonstrate a high degree of project readiness with few risks related to proceeding into construction and operating servicesthat achieve the proposed benefits once the project is completed. Most highly rated projects will have an approved environmental document. Those projects that are requesting TIRCP funds to complete the project’s funding package (when combined with already committed other funds) will clearly communicate the acceleration in project delivery possible due to receipt of TIRCP funding even if the project may ultimately have been advanced with future local and state resources at a later date. Highly rated projects will quantify the benefits of such acceleration as part of the project application.

CalSTA will collaborate with other state entities when evaluating project proposals, including but not limited to: CARB, CalEPA, the California High-Speed Rail Authority, Caltrans, the Commission, the Department of Housing and Community Development, and the Strategic Growth Council.

CalSTA, or Caltrans acting on CalSTA’s behalf, may request additional documentation to support statements or data provided in the applications. However, applicants should endeavor to be as clear as possible in their applications and not assume that opportunity will be provided to clarify or better support a submitted application. Supporting documentation should include spreadsheets, reports and methodology descriptions (with sources noted) when available.

Applications will proceed through a multi-step review process:

1. Basic screening for completeness and eligibility.

2. Review of application for potentialsubdivision into project phases or components, review and analysis of ridership and GHG quantification, and summarization of project to assist technical panel review.

3. Initialrating of projects on each primary and secondary evaluation criterion (see section 10) and other additional factors (above in this section) described in the guidelines by multi-agency technical panels.

4. Consideration of technical panel ratings, geographic equity and degree of disadvantaged and/or low-income community benefits by a senior executive panel, with potential to request additional information from subject matter experts that may result in a revised rating on one or more evaluation criteria orfactors.

5. Project selection by CalSTA, taking into consideration cross-cutting and comparative selection criteria that consider overall program objectives, geographic equity andexceeding program goals for benefits to disadvantaged communities, low-income communities, and/or low-income households.

For the Existing TIRCP Projects Leveraging Federal and Local Funds Reserve, the project selection process is reflected in Addendum 1 to these guidelines. 12 Programming
CalSTA will publish its updated 5-year Program of Projects as part of the Cycle 6 award announcement, as established in the Call for Projects, and will present it to the Commission shortly thereafter. When CalSTA releases the program, it will include a narrative for each approved project that describes that project’s rating for primary and secondary criteria as well as special considerations to achieve disadvantaged and/or low-income community benefit and geographic equity. Subsequent 5-year programs are expected to be 4232
25 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 approved by CalSTA biennially. CalSTA may call for additional applications, or adjust the existing Program of Projects between cycles, as warranted based on the level of auction proceeds.

CalSTA will develop and regularly update the Program Allocation Plan to guide the allocation of funds for the current program. The Program Allocation Plan for each fiscal year will include the amount to be funded from the TIRCP, and the estimated total cost of each project. The yearly allocation amounts will be based on the needs of separable project components and phases or based on the cash flow needs for projects that need multiple years to complete.

CalSTA will program and the Commission will allocate funding to projects in whole thousands of dollars and will include a project or project component only if it is fully funded from a combination of TIRCP and other committed funding. Funds will be considered as committed when they are programmed by CalSTA, when the agency or other funding partner with discretionary authority over the funds has made its commitment to the project by ordinance, resolution or appropriate contract vehicle. In the case of the Federal Transit Administration, recommendation of the project for funding in the Annual Report on Funding Recommendations for the Capital Investment Program is considered a commitment of funding. For federal formula funds, including Surface Transportation Program, Congestion Mitigation and Air Quality Improvement Program, and federal formula transit funds, the funding commitment may be by Federal approval of the Federal Statewide Transportation Improvement Program.

For projects seeking federal discretionary funds such as New Starts, Core Capacity, or Small Starts, the commitment may take the form of federal acceptance into Accelerated Project Delivery and Development (in the case of Small Starts) with the expectation of federal approval of an Expedited Grant Agreement, or federal approval of a project to enter Engineering (in the case of New Starts or Core Capacity) with the expectation of federal approval of a Full Funding Grant Agreement, as long as all funding, excluding TIRCP funding, is committed to the project. Similar pursuit of Federal Railroad Administration and United States Department of Transportation funding for rail-related grant programs may also be referenced and pursued for match, including applications that request funding for awards that are contingent on receiving such federal funding. A project that is programmed prior to receiving federal approval for construction may be subject to deletion from the program, if federal funds are not received, federal funding is reduced or the scope of the federal commitment changes, unless other committed funding sources are identified that replace federal funding not obtained. Applicants considering a request for an award based on a commitment contingent on federal or local funds not yet awarded to the project, as described above, should anticipate the call for 2023 TIRCP projects by November 2022.

For local funding, the funding commitment may be demonstrated by inclusion of the project in a funding package, such as a sales tax measure, to be submitted to voters during this program cycle and with sufficient funding specified for the project to achieve full funding. The applicant shall provide evidence with the application that the project is included in a future funding package with funds sufficient to meet the local funding commitment when combined with other already available funds. A project that is programmed prior to receiving voter approval for project funding must succeed in receiving the voter approval, or the project may be subject to deletion from the program.

For projects with other funding partners that have entered into a contract vehicle committing their funding, access to the funding must occur before TIRCP funding will be approved for allocation to the project.

CalSTA may make an exception to its policy to only program a project if it is fully funded, if the project may be funded from a combination of TIRCP and other committed funding to allow a project to compete for funding from other greenhouse gas reduction programs (such as Caltrans’ Low Carbon Transit Operations Program, the SGC’s Affordable Housing and Sustainable Communities Program or the CARB’s Low Carbon Transportation funding program) or from the Commission’s Active Transportation or State Transportation Improvement Programs. A project intending to compete for funding in one of the aforementioned programs should indicate, if applicable, the separable elements to be funded from that source. A project that is programmed prior to receiving a commitment of funding from one of the aforementioned programs must receive the funding commitment no later than in the fiscal year in which the project is requesting a TIRCP 4233
26 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 allocation. If the project does not receive funding from that program and the project does not have separable elements, the project may be subject to deletion from the program.

If a project does not receive their anticipated federal, local or other funding commitments, CalSTA may delete the project from the program and consider selection of projects or components of projects that were highly rated but not selected due to lack of sufficient funds from previous rounds of TIRCP applications as long as the project is still viable and deliverable consistent with prior cycle programming and demonstrates acceptable levels of benefits with the most current quantification methodologies.

If, prior to seeking a Commission allocation, an award recipient does not make adequate progress to implement an awarded project in a timely manner or incurs delays through the action or inaction of the recipient, subrecipient or 3rd party associates, the project may be deleted from the TIRCP program. An applicant may resubmit a deleted project for consideration in future funding cycle. All current projects are subject to review prior to the Call for Projects to determine whether they are making adequate progress towards implementing the originally awarded project scope. 13 Allocations and ProjectDelivery
When an agency is ready to implement a project or project component, the agency will submit an allocation request through Caltrans' Division of Rail and Mass Transportation (DRMT). Allocation requests are expected to adhere to the preparation schedule established by Caltrans Office of California Transportation Commission Liaison (OCTCL) along with any additional time required for CalSTA’s review and approval of a recommendation to the Commission for an allocation of funds. For planning by an award recipient, the time required from the submittal and approval of an allocation request can range from 60 to 90 days prior to date of a scheduled Commission meeting.

Caltrans will review the request and determine whether to recommend the request to the Commission for action. The Commission will consider the allocation of funds for a project only when it receives an allocation request with a recommendation from Caltrans and consistent with the TIRCP Program Allocation Plan. The recommendation will include a determination of project readiness, completion of funded phases that require completion prior to proceeding into the next phase, the availability of appropriated funding, and the availability of all identified and committed funding needed to support the specific allocation request. When Caltrans develops the project’s construction allocation recommendation(s), the Commission expects Caltrans to certify the project’s plans, specifications and estimates are complete, right-of-way clearances are achieved, and all necessary permits and agreements (including railroad construction and maintenance) are executed.

In compliance with Section 21150 of the PRC, the Commission will not allocate funds for design, right-ofway, or construction prior to documentation of environmental clearance under the California Environmental Quality Act and all needed environmental documents are provided for a Commission EResolution. As a matter of policy, the Commission will not allocate funds for design, right-of-way, or construction of a federally funded project prior to documentation of environmental clearance under the National Environmental Policy Act (NEPA). Exceptions to this policy may be made in instances where federal law allows for the acquisition of right-of-way prior to completion of NEPA review. If requested by the Commission, Caltrans will assist Commission staff in the preparation of agenda items presenting environmental documents to the Commission.

Projects that are awarded funding for network integration are to be allocated under the construction phase, unless such efforts are part of a task within an earlier phase of work. If allocated as a separable work effort, at the time of allocation, an agency must either environmentally clear the network integration work, usually with a Notice of Exemption, or provide a written statement certifying that the network integration project is exempt.

CalSTA will request the Commission approve the allocation, if the funds are available as determined by CalSTA and Caltrans, and the allocation is necessary to implement the project as included in the adopted TIRCP Program Allocation Plan and Program of Projects. If there are insufficient program funds to approve an allocation, CalSTA may delay the recommendation to allocate funds to a project until a future fiscal year 4234
27 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 without requiring a Commission action. Agencies should not request Commission allocations unless prepared to award contracts related to the allocation within six months. Funds available following the deletion of a project may be re-awarded and allocated to a programmed project advanced from a future fiscal year or to a project amended into the program.

Details and instructions for the allocation, transfer and liquidation of funds allocated to implementing agencies are included in the Procedures for Administering Local Grant Projects in the State Transportation Improvement Program:
https://dot.ca.gov/programs/local-assistance/forms/local-assistance-procedures-manual-forms The TIRCP is a reimbursement program for costs incurred. Costs incurred prior to Commission allocation and, for federally funded projects, federal project approval (i.e. Authorization to Proceed), are not eligible for reimbursement. Moreover, contracts against which reimbursements from TIRCP will be sought may not be awarded prior to funding allocation without specific pre-approval by CalSTA and approval of a Letter of No Prejudice by the Commission. For the procurement of rolling stock and buses, the exercising of an option or the certification of funds for TIRCP funded contract elements after Commission action may be considered to meet the milestone for contract award, provided that the agency is under no contractual obligation to pay any funds or penalty if the option is not exercised or the funds not certified. Confirmation of this approach should be sought prior to seeking an allocation of funds.

Caltrans will execute all appropriate contractual agreements with the implementing agency, under its delegated authority from CalSTA. These agreements may include project specific conditions required by CalSTA’s award announcement and will be based on the awarded scope of work, schedule for completion and expected outcome of the project.

Prior to the completion of project design, an agency may propose to CalSTA modifications to the proposed project in order to achieve the same or greater level of benefits or reduced costs. Funds allocated for project development or right-of-way costs must be expended by the end of the fiscal year of allocation plus two additional fiscal years, unless a longer timeframe is requested at the time of allocation or the Commission approves a time extension subsequent to the allocation. Allocations for award are valid for six months from the date of allocation unless otherwise indicated at the time of allocation. For funds allocated for construction phase contracts, including rolling stock procurement, will have an expenditure timeline of 36 months after the award of a contract to complete (accept) the contract unless a longer timeframe is requested at the time of allocation or the Commission approves a time extension subsequent to the allocation. The implementing agency must submit a final invoice to Caltrans no later than 180 days after contract acceptance.

Additional details relevant to the Commission’s Allocation Policy can be found in Resolution G-20-61 on the Commission’s website. The Allocation Policy is subject to change and the most current Allocation Policy will apply.

13.1 Letter of NoPrejudice
An agency may apply for a Letter of No Prejudice (LONP) for a project or for any component of a project included in the approved Program of Projects. Statutory authority is provided in Section 75225 of the PRC as added by SB 9. The Commission as authorized by statute adopted guidelines for approval of LONPs for specific programs, including the Transit and Intercity Rail Capital Program. All LONP requests must follow the Commission’s currently adopted LONP guidelines. Any request for an LONP will be submitted through Caltrans for concurrence by CalSTA and Commission approval.

If an LONP is approved by the Commission, it allows the implementing agency to award a 3rd party contract(s) and advance a project by expending its own funds (incur reimbursable expenses) for any component of the project that is the subject of the LONP prior to allocation.

The amount will be reimbursed if all the following conditions are met:

1. The project or project component for which the letter of no prejudice was requested 4235
28 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 has commenced and the expenditures have been incurred.

2. The expenditures are eligible for reimbursement in accordance with applicable laws and procedures. If expenditures made by the lead applicant agency are determined to be ineligible, the state has no obligation to reimburse those expenditures.

3. The agency complies with all legal requirements for the project, including the requirements ofthe California EnvironmentalQuality Act (Division 13 (commencing with Section 21000)).

4. There are moneys in the GGRF or from SB 1 revenues designated for the program that are sufficient to make the reimbursement payment.

13.2 Multiyear Funding Agreement
An agency may apply to CalSTA for a multiyear funding agreement. Statutory authority is provided in Section 75224 (d) of the PRC. Any such agreements shall be implemented in cooperation with the Commission by inclusion of the anticipated multi-year cash flow commitment in the applicable allocation action at the time a project or project component is allocated. If approved by CalSTA, the multiyearfunding agreement would operate similar to a federal Full Funding Grant Agreement, wherein an agency may receive an allocation and implement a project at risk, with receipt of future state revenue dependent on legislative appropriation and/or receipt of program SB 1 revenue or Cap-and- Trade auction proceeds. The state would not be responsible for any borrowing costs an agency may incur, or other costs, allocated with the timeline of state revenue availability. The most up-to-date cash flow commitments to projects or project components are reflected in the Program Allocation Plan.

Pursuant to Section 75224, the multiyear funding agreement would be for an amount of program money and for any duration, as determined jointly by the CalSTA and the applicant.

CalSTA may agree to a duration that exceeds the five-year programming cycle, if deemed helpful in completing large transformative capital projects. Other requirements for the program will be included in the multiyear funding agreement as determined by CalSTA in cooperation with the applicant and the Commission.

13.3 Project Delivery Deadline Extensions and Timely Use of Funds Once an awardee has been allocated TIRCP funding, funds are subject to the Commission’s timely use of funds policy and for the construction phase, awardees are expected to execute the third-party contract within six months of the allocation. Under CalSTA concurrence and with Commission action, an extension may be granted for the period of contract award, project completion or project reimbursement if it finds that an unforeseen or extraordinary circumstance has occurred that justifies the extension. The extension will not exceed the period of delay directly attributable to the extraordinary circumstance.

There are separate deadlines, for award of a contract, for project completion and project reimbursement and each project component has its own deadlines.

All requests for project delivery deadline extensions should be submitted by the agency responsible for project delivery to Caltrans at least 60 days prior to the specific deadline for which the particular extension is requested (e.g., 60 days prior to June 30 to request the extension of allocation deadlines). The extension request should describe the specific circumstance that justifies the extension and identify the delay directly attributable to that circumstance. Caltrans will review extension requests and provide a recommendation to CalSTA for concurrence and then submit to the Commission for formal approval.

After the Commission allocation, any costs incurred for eligible work will not be reimbursed until the appropriate agreements(Master Agreement and Project Supplement/Amendment) with the 4236
29 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 local agency have been executed and must remain in effect over the time required to complete capital improvements, implement services and fulfill the reporting requirements of benefits and outcomes associated with the award.
14 Project Reporting
As a condition of the project selection and allocation, the implementing agency must submit to Caltrans quarterly reports on the activities and progress made toward implementation of the project and a final delivery report. The purpose of the reports is to ensure that the project achieves the goals of the program, is executed in a timely fashion, and is within the scope and budget identified when the decision was made to fund the project.

Recordkeeping and reporting requirements will apply through the life of the project. All recordkeeping and reports must be consistent with the reporting requirement, quantification methodologies and records retention periods developed by CARB (see Attachments 1, 2 and 3). At a minimum, agencies must report on all projects selected for funding, progress on each funded project, and the benefits (GHG and co-benefits) achieved. Implementing agencies should note that additional Project Outcome Reporting may be required and is subject to modification based on the evolving needs of the program. Caltrans may provide assistance through Cal-ITP on real-time information and payments to streamline reporting requirements. For projects benefiting disadvantaged communities, low-income communities, and/or low-income households, reports must identify and include metrics to demonstrate the benefits being achieved and how community needs are being met, consistent with CARB’s Funding Guidelines. Some reported project information will be publicly available on the CARB website, including the amount of funding that is being spent on projects that benefit disadvantaged communities, low- income communities, and/or low-income households.

Consistent with CARB’s Funding Guidelines, local agencies will now be required to report on job cobenefits, in addition to all other reporting requirements. Job co-benefits refer to California jobs supported, not created, by California Climate Investments. Jobs supported by California Climate Investments include direct, indirect, and induced employment.

At the time of application, applicants are required to submit a job co-benefit modeling tool, which is based upon a co-benefit assessment methodology developed by CARB. Once an awarded project has been implemented, funding recipients will also be required to report actual (not modeled) jobs data via the semiannual reporting process.

Within one year of the entire project award becoming operable, or a later time period if approved by CalSTA, the implementing agency must provide a final delivery report to Caltrans which includes:

1. The scope of the completed project as compared to the programmed project.

2. Performance outcomes derived from the project as compared to those described in the project application. This should include before and after measurements and estimates (ridership/service levels, greenhouse gasreductionsincluded updated estimatesthe greenhouse gasreductions over the life of the project, benefit to disadvantaged communities, low-income communities, and/or low-income households, project co-benefits, etc.), and an explanation ofthemethodology used to quantify the benefits.

3. Before and after photos documenting the project.

4. The final costs as compared to the approved project budget by component and fund type, and an estimate of the TIRCP funds spent to benefit disadvantaged communities, low-income communities, and/or low-income households.

5. Its duration as compared to the project schedule in the project application.

For all projects other than components that fund limited-term operations of new and expanded transit service, annual reporting on outcomes will continue for 36 months after becoming operational (i.e., vehicle or equipment is operational, or construction is complete and transit service is operational). The metrics to be reported vary by project type as shown in the table below. 4237
30 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 Capital Improvementsthat Result in New or Expanded Transit Service or Increase Mode Share on Existing Transit Service
Metric Unit Method
Tracking dates of data submission mm/dd/yyyy n/a
Days of operation per year Days/year Evaluation ofservice schedule Average daily ridership Unlinked trips/day Ridership survey (conducted by city, county, district/authority, metropolitan planning
organization, non-profit, or academia),
ticket and transit passsales, automatic
passenger counter, driver counts, etc.

New Vehicle(s) for Existing Transit Service
Metric Unit Method
Tracking dates of data submission mm/dd/yyyy n/a
Fuel/energy consumption or vehicle
miles traveled
Gallons/year by fuel
type, kWh/year,
scf/year, or vehicle
miles traveled/year
Evaluation of fueling, utility, mileage, or
other operating records
Range in fuel/energy consumption or
annual vehicle miles traveled
Upon request from the implementing agency, Caltrans may consider requests to delay reporting on before and after or other performance outcome data until two years after project operation if similar data is requested by the Federal Transit Administration or if the agency deems such delay would improve the reliability of the report.

For the purpose of this section, a project becomes operable when the construction contract is accepted or acquired equipment is received.

The State of California has the right to review project documents and conduct audits during project implementation and over the life of the project. Caltrans or another State agency may audit a sample of TIRCP projects to evaluate the performance of the project, determine whether project costs incurred and reimbursed are in compliance with the executed project agreement or approved amendments thereof; state and federal laws and regulations; contract provisions; and program guidelines, and whether project deliverables (outputs) and outcomes are consistent with the project scope, schedule, and benefits described in the executed project agreement or approved amendments thereof. A report on the projects audited must be submitted by the auditing agency to CalSTA.

For the Major Projects Project Development Reserve, the project reporting process is reflected in Addendum 2 to these guidelines.

For High Priority Grade Crossing Improvement and Separation Projects, the project reporting process is reflected in Addendum 3 to these guidelines.
15 ProjectAdministration
Caltrans will administer the TIRCP consistent with these guidelines and all applicable Commission and Caltrans policies and procedures for the administration of similar grant programs.

Projects awarded funding from TIRCP are expected to document and publicize the Transit and Intercity Rail Capital Program in proper context when developing press releases and board documents, or in hosting public events such as project groundbreakings. References should be made to TIRCP, the California State Transportation Agency as the program sponsor, and the Greenhouse Gas Reduction Fund and SB 1 program as fund sources, as applicable, in order to ensure transparency regarding the funding of the project. Additional details will be provided to program award recipients.

Agencies must encumber and expend monies consistent with State law and ensure that GGRF monies are utilized consistent with the expenditure record submitted by Caltrans and required by SB 1018. A 4238
31 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 determination that use of GGRF monies is not consistent with the expenditure record and does not further the purposes of AB 32 may occur during legal proceedings or during an audit or program review conducted by the Bureau of State Audits, Department of Finance, a third-party auditor, or the CARB.

Depending on the outcome of those proceedings or review, agencies may be required to return monies to the state if expenditures are not consistent with the statutory requirements (such as not furthering the purposes of AB 32).

Audits and on-site monitoring can take place at any time at the discretion of CalSTA, without prior warning given to the agency. CalSTA has the right to audit the project records, including technical and financial data of the Project Applicant, the Implementing Agency, and any consultant orsub-consultants at any time after award, during the course of the project and for three years from the date of the final closeout of the project, therefore all project records shall be maintained and made available at the time of request.

The state may terminate the grant for any reason at any time if it learns of or otherwise discovers that there are allegations supported by reasonable evidence that a violation of any state or federal law or policy by the grantee which affects performance of this or any other grant agreement or contract entered into with the State. If a grant is terminated, the agency may be required to fully or partially repay funds from the TIRCP.
16 ProjectExpenditures
Caltrans and CalSTA reserve the right to ask any agency to complete a Cash Flow projections form. The form includes collecting the subtotal for Greenhouse Gas Reduction Fund, Project Approval & Environmental Document, Plans, Specifics & Estimates, Right of Way and Construction. For more information on retrieving the Cash Flow form, please contact [email protected]. 4239
32 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 Addendum 1: Information Specific to the Existing TIRCP Projects Leveraging Federal and Local Funds Reserve

1. Specific project information required to apply forsupplemental funding The following information is required to apply for additional funding for an existing TIRCP project originally awarded funds in 2020 or earlier.

A. Project and Applicant Identification: Applicant shall state which project is seeking additional funds, identifying the Cycle 1 through 4 project and the whether the funding is needed for the full project scope or for a subcomponent.

Most projects should request funding for the full scope, unless partial construction is already fully-funded, and the requested funding is only needed for the remaining construction elements. The applicant must match the original applicant, even if additional parties are involved in receiving funding allocations as implementing agencies.

B. Demonstration of Project Eligibility: Applicant shall demonstrate that a supplemental state grant would leverage or maintain an identified source of significant local or federal investment.
• Maintaining funding includes, but is not limited to, seeking funding for projects that are under construction that could lose access to, or be required to repay, committed federal funds unless additional nonfederal funds are identified. If specific information has been communicated from the federal partner that an issue must be resolved by a particular deadline, applicant shall provide written documentation of such a requirement, or may be asked to provide the remedies clause requiring repayment from the applicant’s Full Funding Grant Agreement. Maintaining funding also includes retaining access to local funds committed to a portion of the project that is not yet fully funded.
• Leveraging funding includes seeking funding for projects that need additional state funds in order to successfully receive a future federal or local funding commitment, and includes leveraging federal or local funds that were committed to the project budget above the funding level committed to in the original TIRCP application after project award Documentation of the required timeline shall be provided for the particular partner to solidify the timing and program of an expected future funding commitment. This can include written documentation (e.g. letters, federal reports) from the federal partner that states intended timeframe for entering into agreements such as a Full Funding Grant Agreement (or equivalent, if applicable). It can also include identification of federal or local funding programs for which one or more applications will be submitted, the timing and requirements of such expected funding decisions, and the manner in which the project qualifies for funding.

C. Proposal for Additional Funding: Statement of revised financial plan for the project, including all planned sources for returning to fully funded status. Include an explanation of the categories experiencing cost growth and the primary reasons for such growth, as well as a cash flow demonstrating the timing of the requirement for additional funding. Projects that have the option of 4240
33 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 implementing a portion of their project with reduced additional funding shall include such scenarios in the proposal. If an agency is submitting multiple requests for additional project funding, priorities and scenarios across the multiple requests must be included. Such applicants are encouraged to submit a single application that includes all requests and discusses the timing and request for funding across all projects. Applicants are also encouraged to identify what role the expected FY23-24 and FY24-25 funding identified in SB 198 of the Budget Act of 2021 (totaling $4 billion and allocated regionally) could play in addressing a portion of the need for existing project funding, and how the use of such funds would apply to the funding proposal. A project cash flow should be included that demonstrates the proposed draw down schedule for the General Fund resources.

Such proposals can include re-timing the already awarded TIRCP funds to enable prompt use of General Fund monies. For projects that are expected to have construction extending beyond June 30, 2027, applicants are encouraged to propose funding plans that use General Fund monies early even if match funding or non-General Fund TIRCP funding is utilized after the 2027 deadline.

D. Impact of Funding on Project Benefits: Applicants must state the impact of receiving the requested funding on achieving project benefits. If projects have already fully funded a portion of the project construction for partial benefit, the applicant shall quantify the additional benefits tied to the additional funding request. If a portion of the project benefits can be achieved with a smaller funding request, the applicant shall discuss the revised project benefits in the context of the original application. If additional benefits are expected to be realized as a result of completing the original project compared to the those known when the original application was submitted, the applicant is encouraged (but not required) to quantify and describe such additional benefits.

E. Statement of Outcomes if Project Does Not Receive Adequate Funding:

Applicant shall indicate the expected outcomes if the project does not receive adequate funding.

If further information is needed to clarify the submitted information, such requests will be made on an as-needed basis by either Caltrans or CalSTA. The current calendar for the funding round provides a date by which to communicate questions to applicants (December 20, 2022) with responses required by January 13, 2023, but this communication will only be used if necessary. All project applicants may not receive questions if the original information submitted is clear.

Note that any project proposing partial completion will become eligible to submit the remaining project scope as a new project in future TIRCP cycles. Note also that eligible projects are not expected to include expanded scope (such as including additional route miles of corridor beyond the original award) in their application to this set-aside program.

2. Project Evaluation and Project Selection
Project evaluation will include a combined technical and executive level evaluation by Caltrans and CalSTA that evaluates the submitted materials by region (Southern California and the rest of the state), including, but not limited to:
a. Considering the potential loss of funds and the timing ofsuch loss b. Considering the timing and likelihood of obtaining the additional matching funds needed to return the project to full funding
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34 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 c. Considering whether partial completion may be achieved for any of the projects submitted, and whether the remainder of the project may be able to receive funding from future available funding programs (local, state and federal)
d. Considering geographic balance within the relevant region If additional information is needed, requests forsuch information will be provided no later than December 20, 2022.

Project selection by the Secretary will prioritize avoiding the loss of funds for projects actively under construction, as well as the solidifying of funding commitments for projects closest to the beginning of construction.
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35 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 Addendum 2: Information Specific to the Major Projects Project Development Reserve

1. Specific project information required to apply for funding The following information is required to apply for major projects project development setaside funding under TIRCP:

A. Project and Applicant Identification: While projects and programs of projects do not need to be ready for construction, applicants are required to identify how their project or program of projects will be eligible to apply for TIRCP construction funding in the future. If the project would not be eligible to apply for TIRCP as a new project, it will not qualify for funding for project development.

B. Demonstration of Federal Funding Program Eligibility: Applicant shall demonstrate that they have entered into, or have applied to enter into, federal project development processes for at least a portion of the project or program of projects, and that they expect to receive federal funding in the future once complete with project development. If the applicant expects to be able to leverage state funding to provide the match necessary to obtain federal planning funds, this should also be identified.

2. Application Materials
A. Projecttitle, which should be a brief non-technical description of the project type, scope, and location.

B. Project priority (if agency issubmittingmultiple applications). Explain the prioritization, including any state, regional or local planning efforts that support the ranking.

C. Project purpose andneed.

D. Expected projectscope.

E. Project Location – provide a map for each of the following:
• Project location denoting the project site. Provide a KML file for the project with the transit route/project location represented by lines and stops represented by points as applicable.
• Project location denoting disadvantaged communities, low-income communities, and/or low-income households that will benefit from the project (Attachment 1, CCI Funding Guidelines).

F. Greenhouse gas reducing features such as project components that improve air quality and reduce greenhouse gas emissions along a specific corridor, surrounding land use density, housing and employment centers, transit- oriented development/sustainable communities strategy projects, active transportation infrastructure and other features, to the extent available. If available, consider including the following information on maps related to the project, as these will help in evaluating many of the secondary evaluation criteria:
• Land use diversity/mix of land uses specified on themap • In addition to showing where housing exists, provide information on housing density and planned/zoned/permitted/etc. housing density; • In addition to illustrating existing employment centers, provide information on employment density, mix of employment types, and planned future employment 4243
36 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 land uses.
• Current neighborhood walkability (e.g., see Affordable Housing and Sustainable Communities Program (AHSC) guidelines for sources of walkability data); • Planned and existing active transportation infrastructure (what currently exists, what is planned, and what would be funded by the project) G. Expected total project costs, as well as the costs for the project development work requested in the application for funding, including the following:
• Documentation of the basis for the costs, benefits and schedules must be cited in the project application and additional detail made available upon request.

The application should identify:
• Cost estimates escalated to the year of proposed delivery. • The amount and source of funds committed to the project, if any.

H. The amount of TIRCP fundsrequested
I. Projectschedule,the project’s currentstatus and the completion dates of all major delivery milestones.

J. Expected benefits of the project when constructed, including details on any of the project benefits that address the Primary and Secondary Evaluation Criteria for fully constructed projects listed under Project Selection Process (Section 10), indicating that a category is not applicable, or no benefits are expected when that is the case.

K. Identify and include as an attachment any studies or planning documents relevant to the proposed project.

L. If applicable, an explanation of how some or all of the project is expected to provide direct, meaningful, and assured benefits to a disadvantaged community, low income communities orlow-income households as defined by SB 535 and AB 1550 M. If an agency plans to engage in additional efforts to consult with disadvantaged or low-income stakeholders as part of project development, a specific task and budget for the proposed activities should be included in the project application. Activities that address community engagement may include, but are not limited to, public workshops/meetings, door-to-door canvassing, house meetings, established website and/or social media efforts, surveys, focus groups, subcontracts with community-based organizations to conduct outreach, allocation of staff or contractor positions focused on community engagement, and advisory bodies or other shared decision-making bodies.

N. Address the ability to gather and analyze new datasets for public use and benefit asan outcome of the project.

O. Each application must include an Electronic Project Programming Request (ePPR) Form that can be generated at https://calsmart.dot.ca.gov and choosing ‘Other’ funds option on the general information page. A users guide for generating the ePPR can be found at:
https://dot.ca.gov/-/media/dot-media/programs/financial-programming/documents/eppr-instructionsv101-a11y.pdf For further helps with ePPRs, please email: [email protected].

Each Project Programming Request must list Federal, State, and local funding categories by fiscal year. All applicants must demonstrate the ability to absorb any cost overruns and deliver the proposed project with no additional funding from this program beyond that provided in initial grant or cooperative agreement. If the project is a scope addition to a project programmed in an earlier TIRCP cycle the revised PPR must not show supplanting of previously committed non-TIRCP funds.
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37 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 P. Letters ofsupport for project implementation, including lettersfrom:
• Project partners essential to project implementation
• A Metropolitan Planning Organization (MPO), indicating that the project is consistent with an adopted Sustainable Communities Strategy, or in non-MPO regions, a regional plan to reduce GHG emissions and/or vehicle miles travelled (VMT). (It is not necessary to establish project eligibility for an MPO to indicate its specific support for the project.)
• Regional agency oragencies.
• Members of the community, including representatives of impacted disadvantaged or low- income communities. Letters from community organizations stating their recognition of benefits from the project are encouraged.
• Additionalstakeholdersrelevant to the proposed project.

Q. Description of project elements that are separable or scalable based on available funding.

Applicants are encouraged to identify which elements could be funded if the full request cannot be addressed.

3. Project Evaluation and Project Selection
Project evaluation will occur within the regular process for evaluating new projects, as described in the main guidelines, with a particular emphasis on identifying the elements of the proposed project development activities that are most likely to successfully advance the project to receive federal funds.

Project benefits will be evaluated with less emphasis on quantitative factors, as many of these measures are not required in the application materials.

Project selection by the Secretary will prioritize supporting projects that expect to leverage federal project development funds (for which contingent awards can be provided) or otherwise advance a project or project component to readiness for future federal funding towards construction. Geographic equity will be considered. Applicants are encouraged to have scalable requests to increase the likelihood that projects can receive at least partial support for project development.

4. Project Reporting
Project reporting will include milestone and financial reporting similar to regular TIRCP projects, but will not include reporting tied to operational outcomes and quantification results tied to GGRF funding.

Project-related reports shall be provided to Caltrans as detailed in the program supplement. Each program supplement provided to an applicant will detail the relevant project reporting requirements specific to the project.
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38 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 Addendum 3: Information Specific to the FY 22-23 High-Priority Grade Crossing Improvement and Separation Projects Funding

1. Background and Authority
As noted in the California State Transportation Agency’s (CalSTA) California State Rail Plan, at-grade highwayrail crossings – where the highway and railroad tracks are at the same elevation – pose significant public safety hazards to California’s motorists and pedestrians. According to the Federal Railroad Administration (FRA), highway-rail grade crossing incidents, together with incidents caused by trespassing along the railroad right-ofway, account for 94 percent of all rail-related deaths and injuries.

Replacing existing at-grade crossings by constructing grade-separated crossings, whereby either a highway or pathway and a railroad track cross over or under the other at different elevations, significantly increases safety by eliminating potential conflict between trains and highway or pathway users, including vulnerable road users such as bicyclists and pedestrians. Other at-grade crossing safety improvements can include highway traffic signalization, lighting, crossing approach signage, railroad crossing signals, gates, bells, audible warning devices and related methods funded by programs like the California Public Utilities Commission’s (CPUC) Section 130 program.

Additionally, multiple studies and reports, such as the California Department of Transportation (Caltrans) Railroad Grade Crossing Report to the California State Legislature (June 2016; responding to Chapter 12, Statutes of 2015 (Assembly Bill 95)) have noted that both grade separations and at-grade improvements can improve freight and passenger rail service (helping create the corridor conditions that support an increase in train frequencies or train speed), making trains more competitive with trucks and passenger vehicles and thereby reducing emissions by encouraging mode shift from trucks and passenger vehicles to rail. In addition, grade separations may reduce greenhouse gas(GHG) emissions by reducing the time vehiclesspend idling while waiting for trains to pass through at-grade crossings.

In late-June 2022, the California State Legislature provided $100 million for Governor Newsom’s High-Priority Grade Crossing Improvement and Separation Projects proposal through Assembly Bill 180 (AB 180; Chapter 44, Statutes of 2022), as well as $250 million of local assistance funding to Caltrans for grade separation projects.

AB 180 also provides policy direction for CalSTA to implement this High-Priority Grade Crossing Improvement and Separation set-aside funding.

Combined with new funding sources, such as the federal Infrastructure Investment and Jobs Act (IIJA), new federal railroad crossing safety programs such as the FRA’s Railroad Crossing Elimination Program, the Caltransadministered state programs such as the Section 130 Railroad-Highway Grade Crossing program and the Section 190 Grade Separation program, and other state programs, High-Priority Grade Crossing Improvement and Separation set-aside funding will continue improving safety at or eliminating at-grade crossings throughout the state.

2. Purpose, Goals and Objectives
As directed by AB 180, High-Priority Grade Crossing Improvement and Separation set-aside funding seeks to maximize safety benefits and reduce or eliminate conflicts between road users and railroads, as well as provide state funding to leverage federal investment for grade crossing improvement and separation projects.

This one-time High-Priority Grade Crossing Improvement and Separation set-aside funding is intended to advance projects that align with the California State Rail Plan, the California Freight Mobility Plan (where applicable), as well as the Climate Action Plan for Transportation Infrastructure (CAPTI) climate action and equity goals.

3. Schedule
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39 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 Reflected in schedule for overall General Fund Guidelines

4. Funding
The 2022 Budget includes $350 million in fiscal year 2022-23 for one-time High-Priority Grade Crossing Improvement and Separation set-aside funding ($100 million CalSTA and $250 million Caltrans). CalSTA and Caltrans intend to award the entire $350 million in a single cycle, although it may hold a funding reserve for purposes of matching future federal awards or select projects that are next in line for funding should projects not receive their full funding as a result of not being selected for federal funding as applied for. A portion of this funding may be awarded and allocated to projects through CalSTA’s Port and Freight Infrastructure Program in accordance with the guidelines for that program.

5. Eligible Applicants
The following entities are eligible applicantsfor all projects permitted under this notice:
a. A unit of local government or a group of local governments (including Joint Powers Authorities) b. A maritime port
c. A metropolitan planning organization (MPO)
d. A federally recognized Native American Tribe
e. A group of entities described in any of paragraphs (a) through (f) Public agencies may partner with private operators of projects, such as freight railroads, to implement an eligible project. However, one public agency should be clearly identified as the lead agency for entering into contract with CalSTA, including receiving reimbursements of allocated funds and making payments to contractors.

6. Eligible Projects
The following highway-rail or pathway-rail grade crossing improvement and separation projects that focus on improving the safety and mobility of people and goods are eligible for High-Priority Grade Crossing Improvement and Separation set-aside funding:

1. Grade separation or closure, including through the use of a bridge, embankment, tunnel, or combination thereof;

2. Track relocation;

3. The improvement or installation of protective devices, signals, signs, or other measures that improve safety, provided that such activities are related to a separation or relocation project described in items (1) or (2);

4. Other means to improve the safety and mobility of people and goods at highway-rail grade crossings (including technological solutions);

5. A group of related projects described in items (1) through (4) that would collectively improve the mobility of people and goods.

For purposes of this one-time High-Priority Grade Crossing Improvement and Separation set-aside funding, the following definitions of key terms apply:
 “Grade Separation or Closure” means an underpass or overpass to eliminate level crossings between railroad and highway users at an existing highway-rail or pathway-rail grade crossing, or the closing of a 4247
40 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 highway-rail grade crossing to vehicular, cyclist, or pedestrian traffic.  “Highway-Rail Grade Crossing” means a location where a public highway, road, street, or private roadway, including associated sidewalks and pathways, crosses one or more railroad tracks at grade.  “Pathway-Rail Grade Crossing” means a pathway that crosses one or more railroad tracks at grade and that is: (1) explicitly authorized by a public authority or a railroad; (2) dedicated for the use of nonvehicular traffic, including pedestrians, bicyclists, and others; and (3) not associated with a public highway, road, or street, or a private roadway.
 “Track Relocation” means moving a rail line vertically or laterally to a new location in order to eliminate an existing highway-rail grade crossing. “Vertical Relocation” refers to raising above the current ground level or sinking below the current ground level of a rail line. “Lateral Relocation” refers to moving a rail line horizontally to a new location.

High-Priority Grade Crossing Improvement and Separation set-aside funding may be used for developmentphase activities and costs, including planning, feasibility analysis, alternatives analysis, data collection and analysis, environmental review and activities to support environmental review, preliminary engineering and design work, and other preconstruction activities, including the preparation of a data collection and postconstruction analysis plan; and construction, reconstruction, rehabilitation, right-of-way support activities, acquisition of real property (including land relating to the project and improvements to that land), environmental mitigation (including projects to replace or rehabilitate culverts or reduce stormwater runoff for the purpose of improving habitat for aquatic species), construction contingencies, acquisition of equipment (unless otherwise noted in other sections of these guidelines), protection, and operational improvements directly relating to the project. Public-private partnership assessments for projects in the development phase are also eligible costs.

Applicants may apply for multiple projects. However, an applicant submitting multiple project applications must clearly prioritize its project applications.

Projects should be identified in, or consistent with, the California State Rail Plan, an MPO Regional Transportation Plan and Sustainable Communities Strategy (RTP/SCS), a local agency transportation plan (including general plan circulation elements), or where applicable, the California Freight Mobility Plan. If a project is listed in an existing transportation plan, where applicable, please provide a project identification number. If a project is not listed in an existing transportation plan, project sponsors are strongly encouraged to attain a letter from an MPO or applicable state agency certifying its consistency with the plan and the process and timeline for amending it into the plan in the future.

Special consideration will be given to grade crossing improvement or separation projects that have been analyzed, evaluated and listed as priorities in the CPUCs Section 130 or Section 190 programs.

Applicants are also encouraged to develop segmenting strategies for the project and prioritize the segments within each project application, if applicable, so that available resources may be awarded to a segment or priority if the full grant request cannot be funded. Applicants must have completed the Planning Approval and Environmental Documents phase and Design phase before allocating funds for the Right-of-Way or Construction phases. Applicants must include realistic timelines for expenditure of funds, as the funding for this grant program requires expenditure or encumbrance and liquidation by June 30, 2027. This timing may be a factor in the segments and components of projects selected for award.

Non-planning or non-project development segments of the project must have independent utility. Applicants may find it helpful to submit a single application that describes a programmatic set of inter-related projects rather than submitting multiple applications. Segmenting and priority-setting within such a programmatic 4248
41 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 application can then be clearly identified, but the narrative describing the goals and outcomes can be shared. Applicants submitting a high-dollar, single application with no scalability or separable project elements may increase the risk of having an uncompetitive project application. At the same time, applicants are advised to submit projects that are scalable where practical.

Projects are also expected to specify federal and state funding programs they are eligible for and assess their competitiveness in seeking funding from one or more such programs. If a High-Priority Grade Crossing Improvement and Separation project(s) is awarded funding contingent on receiving federal or state funding that does not materialize in the expected timeframe, that project(s) may be removed from the program of projects awarded funding so that its funding may be awarded to other applications considered but not selected. In addition, CalSTA may choose to establish a reserve of funds at the time of initial project selection that can be used either (1) to provide additional funding for the highest rated projects that pursue, but to do not receive, federal or state funds from such programs, or (2) to provide funding for additional projects not yet awarded funds.

There is not a set limit on the amount of funding that a project can be awarded, but geographic equity considerations may play a practical role in limiting the amount a given applicant and project could expect.

7. Project Applications
Applications will be treated in accordance with Public Records Act requirements and certain information, subject to those requirements, may be publicly disclosed.

Each project application must include a cover letter signed by an authorized official, with signature authorizing approval of the application. The cover letter must clearly identify the project sponsor agency or agencies.

Each project application shall include a one-page or two-page fact sheet describing the project scope, map of the project locations(s), cost, schedule, and benefits, which also includes a brief narrative of how the project would advance the High-Priority Grade Crossing Improvement and Separation set-aside funding purpose, goals and objectives (Section 2 – Purpose, Goals and Objectives). The fact sheet should be written in “plain language” so a non-technical audience can understand it. It also must include high-quality project pictures or renderings of before and after project development, and the nominating agency or agencies logo(s). The fact sheet may be posted on the CalSTA website.

The project application shall also include:
1) Project title
2) Overview: Include a brief, one to three paragraph, non-technical description of the project. The description should focus on how the project will advance the purpose, goals and objectives for this High-Priority Grade Crossing Improvement and Separation set-aside funding (Section 2 – Purpose, Goals and Objectives) and explain the public benefits of completing the project. It should include a brief project background, the project purpose, and the need for the project.
3) Map (or maps) of the project location.
4) Project priority (ifsubmitting multiple nominations). 5) Projectscope.
6) Project costs: Documentation of the basis for the costs must be cited in the project application and additional detail made available upon request. The application should identify:
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42 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 A. Cost estimates escalated to the year of proposed delivery. Only cost estimates approved by the implementing agency’s Chief Executive Officer or their delegate should be used.

B. The amount and source of funds committed to the project, as well as any funding being pursued from other programs (such as federal Infrastructure Investment and Jobs Act (IIJA) funding or another state program) but not yet awarded. If financing is proposed for a portion of the project, indicate the repayment source(s). If there is a large portion of uncommitted or unfunded cost, applicants must explain their plan for obtaining funds and the level of commitment they have towards receiving those funds. The risk of stranded investment will be taken into consideration when selecting projects.

C. The amount of High-Priority Grade Crossing Improvement and Separation set-aside funds requested.

High-Priority Grade Crossing Improvement and Separation set-aside funding cannot be used to supplant other committed funds. If any other project elements are eligible for state or federal funding from other programs, also indicate the project scope and cost that is eligible. 7) Project schedule including benefits reporting, the project’s current status at the time of application submission and the actual or target completion dates of all major delivery milestones. Identify all potential risks and constraints to delivery of major milestones, including environmental milestones. 8) Project benefits, including (if applicable) an explanation of how the project will provide employment and workforce development and training benefits to the community, particularly to priority populations. This explanation should be accompanied by a Community Workforce Agreement, Project Labor Agreement, or some other agreement made between the applying agency and unions, community-based organizations, or other partners.
9) Independent utility: A project requesting construction funds must have independent utility. If the application is requesting funds for construction and proposing a project segment, then in no more than two paragraphs, explain why the project is being segmented, and why the proposed segment has independent utility.
10) Explanation and evidence of consistency with the California State Rail Plan, an MPO Regional Transportation Plan and Sustainable Communities Strategy (RTP/SCS), a local agency transportation plan (including general plan circulation elements), or where applicable, the California Freight Mobility Plan: If a project is listed in an existing transportation plan, where applicable, please provide a project identification number. If a project is not listed in an existing transportation plan, project sponsors are strongly encouraged to attain a letter from an MPO or applicable state agency certifying its consistency with the plan and the process and timeline for amending it into the plan in the future. The project does not need to be listed in the RTP/SCS project list to be eligible.
11) Letters of Support for project implementation,such asletters from:

A. Railroads or Transit Agencies.

B. Project partners essential to project implementation.

C. An MPO or RTPA, indicating that the progject is consistent with an RTP, an adopted SCS, or in non-MPO regions, a regional plan to reduce greenhouse gas emissions and/or vehicle miles traveled.

D. Regional or local agency or agencies.

E. Ports.

E. State agencies.

F. Members of the community, including representatives of impacted disadvantaged or lowincome communities (consistent with the objectives of SB 535 and AB 1550). Letters from community
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43 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 organizationsstating their recognition of benefitsfrom the project are encouraged.

G. Additionalstakeholdersrelevant to the proposed project. 12) Statement and Documentation of Project Readiness: Indicate the readiness of the project, including information on completion of federal and/or state environmental clearance, as applicable.

8. Project Evaluation Criteria
The criteria below must be addressed. If a criterion is not addressed, it may reduce the likelihood a project will receive High-Priority Grade Crossing Improvement and Separation set-aside funds. Include a separate paragraph (or paragraphs) addressing each of the following criteria:

A. Maximize safety benefits and reduce or eliminate conflicts between road users and railroads CalSTA will assess the project's ability to foster a safe transportation system for the movement of goods and people, with special emphasis given to those projects that contribute to reduction in fatalities and serious injuries across the transportation system. Such considerations will include, but are not limited to, the extent to which the project improves safety at highway-rail grade or pathway-rail crossings, reduces or eliminates conflicts between road users (including vulnerable road users such as bicyclists and pedestrians) and railroads, reduces incidences of rail-related trespassing, and upgrades infrastructure to achieve a higher level of safety.

Project sponsors should articulate, and quantify to the extent possible, hazards at existing at-grade crossings related to their proposed projects that may include information about the history of death or serious injuries occurring at the crossing, vehicle, train and active transportation traffic volumes, grade crossing geometry and other factors; project sponsors should explain how their proposed projects will reduce or eliminate the hazards they have identified.

Special consideration will be given to grade crossing improvement or separation projects that have been analyzed, evaluated and listed as priorities in the CPUC Section 130 or Section 190 programs.

B. Climate change and sustainability
CalSTA will assess the project's ability to reduce the harmful effects of climate change and anticipate necessary improvements to prepare for extreme weather events. Such considerations will include, but are not limited to, the extent to which the project reduces emissions, promotes energy efficiency, increases resiliency, and rehabilitates existing infrastructure.

Both grade separations and at-grade improvements can improve passenger rail service (increasing train frequencies or train speed), making trains more competitive with vehicles and thereby reducing emissions by encouraging mode shift from vehicles to rail. Project sponsors are encouraged to provide qualitative and quantitative information regarding how their proposed projects will reduce GHG emissions.

C. Promote transportation equity
CalSTA seeks to award projects that provide a direct, meaningful, and assured benefit to disadvantaged communities and priority populations, consistent with the objectives of SB 535 and AB 1550. Applicants should also demonstrate how their projects are consistent with the CalSTA’s Statement on Racial Equity, Justice and Inclusion in Transportation, including projects that will help achieve a cleaner, safer, and more accessible and connected future.

Scoring in this area will assess the project's ability to address equity and barriers to opportunity. Such considerations will include, but are not limited to, the extent to which the project improves or expands 4251
44 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 transportation options, or mitigates the safety risks and detrimental quality of life effects that rail lines can have on communities. Equity impacts such as direct and indirect displacement of businesses and residents, light, air quality, noise, safety, and accessibility will be considered. For projects located entirely outside of disadvantaged communities, applicants should demonstrate a clear nexus to how the project will reduce the impacts on disadvantaged communities. If impacts (positive and/or negative) to passenger travel are expected to be realized, the nature of such impacts and how they may be realized and mitigated through the proposed project must be described.

Applicants should also demonstrate how meaningful public engagement and discussions around equity impacts shaped the project application. Please include summaries of reference materials as applicable. For projects seeking pre-construction funding, applicants should articulate how the public, including disadvantaged communities and priority populations, have been and/or will be meaningfully engaged in the project development process. Describe any input and feedback received from the community and if the feedback is included in the project scope. Furthermore, applicants will be evaluated according to how the project will provide employment and workforce development and training benefits to the community, particularly to priority populations.

D. Funding match and leveraging federal and state funding and innovative financing The High-Priority Grade Crossing Improvement and Separation set-aside funding does not have a minimum match requirement, but a substantial committed federal, state, local, regional or private match is desirable and will be considered in the project’s evaluation for the award of funds. In particular, indicating the manner in which the project funding plan achieves minimum match requirements for other programs such as Section 190 or federal requirements must be addressed if such requirements are related to the funding sources proposed for the project.

Project sponsors should also articulate how funding will be used to leverage the maximum amount of federal funding and financing available to California through the Infrastructure Investment and Jobs Act (IIJA), or other subsequent federal actions, federal infrastructure credit programs and state programs, such as the California Infrastructure Bank. Where applicable, project sponsors are strongly encouraged to articulate how they will achieve the equity outcomes outlined in federal programs where they are seeking funding (e.g., the Multimodal Project Discretionary Grant Opportunity (MPDG) for the INFRA and MEGA programs or the FRA’s Railroad Crossing Elimination Program).

CalSTA will consider approving High-Priority Grade Crossing Improvement and Separation set-aside funds either in advance of the normal program adoption schedule, or as a contingent award during the normal adoption schedule, for projects that are both eligible for High-Priority Grade Crossing Improvement and Separation setaside funding and are also planned to be submitted to the federal government for federal discretionary (grant) funding. Advance funds will be considered when the applicant can demonstrate significant benefits as defined in these guidelines and rely on High-Priority Grade Crossing Improvement and Separation set-aside funds as a non-federal match in a federal grant application to increase the competitiveness of the project. CalSTA must be given a reasonable amount of time to adequately review the project and analyze potential impacts on the program. The federal grant must be awarded before any advance funds will be allocated to the project.

E. Consistency with existing plans and project readiness Projects will be evaluated on their consistency with the California State Rail Plan, an MPO Regional Transportation Plan and Sustainable Communities Strategy (RTP/SCS), a local agency transportation plan (including general plan circulation elements), or where applicable, the California Freight Mobility Plan, as one measure of project readiness. In addition, projects will be evaluated as to the status of overall project readiness, including completion of or plan to complete necessary environmental clearance, permitting actions, design, right of way acquisition and utility relocation. A primary evaluation metric will be the plan for expending all 4252
45 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 state funds by June 30, 2027, and the risk mitigation plan if the timeline is exceeded (including explaining how other funds are available to complete the project if expenditures extend beyond that date).

Special consideration will be given to grade crossing improvement or separation projects that have been analyzed, evaluated and listed as priorities in the CPUCs Section 130 or Section 190 programs.

9. Project Selection Process, Programming, Allocations and Project Delivery, Reporting and Administration
Unless High-Priority Grade Crossing Improvement and Separation set-aside funding is awarded and allocated through CalSTA’s Port and Freight Infrastructure Program, the project selection process, programming, allocations and project delivery, reporting and administration of High-Priority Grade Crossing Improvement and Separation set-aside funding will be implemented under provisions that govern the Transit and Intercity Rail Capital Program.
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46 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 Attachment 1: CCI Funding Guidelinesfor Administering Agencies Investmentsto Benefit Disadvantaged Communities and Low-Income Communities and Households The California Air Resources Board (CARB) released the "Funding Guidelines for Agencies Administering California Climate Investments" (Funding Guidelines) on August 30, 2018.

The 2018 Funding Guidelines provide flexibility in implementing a diverse set of investments while maintaining transparency of outcomes and ensuring meaningful community benefits from these investments. These guidelines align with the Legislature’s priorities found in AB 398 and Fiscal Year (FY) 2017-18 appropriations. These guidelines reflect the increasingly important role of California Climate Investments in facilitating the reduction of greenhouse gases while also reducing air pollution, helping communities adapt to the impacts of climate change, and providing meaningful benefits to disadvantaged communities, low-income communities, and low-income households (also referred to as “priority populations”), among other statutory requirements.

CARB collaborates with agencies that administer California Climate Investments programs to develop individual targets for each program to drive investments that achieve direct and meaningful benefits to priority populations and help ensure that statutory requirements are met, which are described in AB 1550.

Additional information can be found at the following CARB websites:
https://ww2.arb.ca.gov/resources/documents/cci-funding-guidelines-administering-agencies 4254
47 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 Attachment 2:Quantification Methodology and Co-Benefit Assessment Methodology CCI Quantification and Reporting Materials
Administering agencies must use the Funding Guidelines with the resources provided by CARB to develop effective programs and demonstrate compliance with program requirements.

Resources include Quantification Methodologies (QMs) and Calculator Tools for estimating greenhouse gas (GHG) emission reductions and co-benefits; Benefit Criteria Tables (BCTs) for determining benefits to priority populations; and Reporting Templates for reporting outcomes.

CARB staff developed the TIRCP QM and associated Calculator Tool to provide guidance for estimating the GHG emission reductions and selected co-benefits for each proposed project type. The calculator tool automates methods described in the QM document, outlines documentation requirements, and provides a link to a step-by-step user guide with project examples. Projects will report the total project GHG emission reductions and co-benefit estimated using the TIRCP Calculator tool as well as the total project GHG emission reductions per dollar of GGRF funds.

Using many of the same inputs required to estimate GHG emission reductions, the TIRCP Calculator Tool will estimate the following co-benefits and key variables from TIRCP projects • ROG emission reductions (lbs),
• NOx emission reductions(lbs),
• PM2.5 emission reductions(lbs),
• Diesel PM emission reductions(lbs),
• Passenger VMT reductions(miles),
• Fossil fuel use reductions (gallons),
• Fossil fuel energy use reductions(kWh),
• Passenger travel costsavings ($), and
• Energy and fuel cost savings ($).

Additional co-benefits for which CARB assessment methodologies were not incorporated into the TIRCP Calculator Tool may also be applicable to the project. Applicants should consult the TIRCP guidelines, solicitation materials, and agreements to ensure they are meeting TIRCP requirements. All CARB co-benefit assessment methodologies are available at: https://ww2.arb.ca.gov/resources/documents/cci-methodologies Reporting templates are developed specifically for each program within California Climate Investments. These templates are used by TIRCP staff to report on outcomes from all projects funded by TIRCP.

Note: Quantification methods have been developed specifically for each GGRF programs and are not intended for use in other programs.

Additional information can be found at the following CARB website:
https://ww2.arb.ca.gov/resources/documents/cci-quantification-benefits-and-reporting-materials 4255
48 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 Co-benefit Assessment Methodology
California Climate Investments support the State's climate change goals and provide many additional benefits to individuals, households, businesses, and communities. These "co-benefits" include social, economic, and environmental benefits. CARB provides guidance on quantification methods and reporting to administering agencies. CARB contracted with the University of California, Berkeley (UC Berkeley) to help research and develop methods for evaluating project co-benefits. Guidance on using the co-benefit assessment methodologies is contained in CARB's Funding Guidelines.

The co-benefits were prioritized based on administering agency input and broad applicability to California Climate Investments programs. UC Berkeley first reviewed the scientific data to determine if methods could be developed and summarized the findings in literature reviews.

Next, UC Berkeley and CARB developed Co-benefit Assessment Methodologies where feasible.

CARB solicited public comment on draft versions in Spring 2018 prior to posting final Co-benefit Assessment Methodologies. CARB may review and update assessment methodologies periodically based on new or evolving project types; new legislation; available resources; new scientific developments or tools, or modifications in the analytical tools or approaches upon which the methodologies were based; or input from administering agencies or the public.

The California Air Resources Board is updating the Co-benefit assessment methodology. See the following website for the final methodology.
https://ww2.arb.ca.gov/resources/documents/cci-methodologies 4256
49 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 Attachment 3: Benefit Criteria Tables
CCI Benefit Criteria Tables
TIRCP uses the Sustainable Transportation Benefit Criteria Table developed by CARB to ensure that programs meet the minimum levels of investments to projects that benefit residents of disadvantaged communities, low-income communities, and low-income households, collectively referred to as “priority populations”.

All projects counting toward the statutory investment minimums must be located within an identified community and benefit individuals living within that community, or directly benefit residents of low-income households anywhere in the State. Administering agencies must determine if a project meets the criteria for providing direct, meaningful, and assured benefits to priority populations using the following evaluation approach:

Step 1: Identify the Priority Population(s). Be located within a census tract identified as a disadvantaged community or low-income community, or directly benefit residents of a low-income household.

Step 2: Address a Need. Meaningfully address an important community or household need for the disadvantaged community, low-income community, or low-income household.

Step 3: Provide a Benefit. Using the evaluation criteria, identify at least one direct, meaningful, and assured benefit that the project provides to priority populations. The benefit provided must directly address the identified need.

Only investments that meet these criteria will be counted toward achieving the statutory investment minimums identified for priority populations. Administering agencies can fund projects that otherwise provide meaningful benefits, but do not meet these criteria; however, those projects will not be counted toward investment minimums.
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50 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 Attachment 4: California Transportation Commission – Transit and Intercity Rail Capital Program Allocation Policy Resolution G-20-61
[This policy is currently under review for potential revisions that will apply to allocations after the point of adoption.]

CALIFORNIA TRANSPORTATION COMMISSION
TRANSIT AND INTERCITY RAIL CAPITAL PROGRAM ALLOCATION POLICY Resolution G-20-61 In accordance with Public Resources Code 75220(C), the California Transportation Commission (Commission) shall allocate funding to applicants pursuant to the program of projects approved by the California State Transportation Agency (CalSTA) for the Transit and Intercity Rail Capital Program. The Commission recognizes that the approved program of projects is expressed in more detail with regards to project component, phase and fiscal year of implementation in the Transit and Intercity Rail Capital Program Allocation Plan (which is regularly updated as approved projects progress through development). These two documents are collectively referred to here as the “Program.” Allocations made by the Commission follow the timely use of funds provisions that are consistent across all funding programs under the Commission’s purview.

To provide consistency in the programming of state transportation funds, the total award to each project component should be listed in the Transit and Intercity Rail Capital Program in the fiscal year(s) in which the project component will be implemented. If a project is expected to require multiple contracts for any component, each contract should be programmed separately. All project allocation requests that come before the Commission must be consistent with the Program.

The following describes how the Commission intends to manage Transit and Intercity Rail Capital Program allocations:

1. Allocations will be made to the full programmed amount for each project component. If a project will require multiple construction contracts, allocations will be made to the full programmed amount for each contract. The Commission will consider the allocation of funds for a project when it receives an allocation request with a recommendation from the California Department of Transportation (Caltrans). The recommendation should include a determination of project readiness, the availability of appropriated Transit and Intercity Rail Capital Program funding, and the availability of all other committed funding.

Funds allocated for project development or right-of-way costs must be expended by the end of the fiscal year of allocation plus two additional fiscal years, unless a longer time-frame is requested at the time of allocation or the Commission approves a time extension subsequent to the allocation. Allocations for award are valid for six months from the date of allocation unless otherwise indicated at the time of allocation or the Commission approves a time extension subsequent to the allocation. For funds allocated for construction, including rolling stock procurement, the implementing agency has up to 36 months after the award of a contract, to complete (accept) the contract unless a longer time-frame is requested at the time of allocation or the Commission approves a time extension subsequent to the allocation. The implementing agency must submit a final invoice to Caltrans no later than 180 days after contract acceptance.

2. The Commission will approve the allocation if the funds are available and the allocation is necessary to implement the project or project component included in CalSTA’s approved 5-Year Transit and Intercity 4258
51 2022 TIRCP FINALGUIDELINES FOR GENERAL FUND AUGMENTATION NOVEMBER 15, 2022 Rail Capital Program. For projects that are ready to advertise, the Commission expects Caltrans to certify that a project’s plans, specifications and estimates are complete, environmental and right-of-way clearances are secured, and all necessary permits and agreements (including railroad construction and maintenance) are executed. For the procurement of rolling stock, the Commission may consider the exercising of an option or the certification of funds for contract elements as meeting the milestone for contract award provided that the agency is under no contractual obligation to pay any funds or penalty if the option is not exercised or the funds not certified. Construction allocations for projects or project components not ready for advertisement will not be placed on the Commission’s agenda for allocation approval. In compliance with Section 21150 of the Public Resources Code, the Commission will not allocate funds for design, right-of-way, or construction prior to documentation of environmental clearance under the California Environmental Quality Act. As a matter of policy, the Commission will not allocate funds for design, right-of-way, or construction of a federally funded project prior to documentation of environmental clearance under the National Environmental Policy Act. The implementing agency must not award the contract for a project or project component until the Commission has allocated the funds for the project. Any changes to the scope of a project or project component after the allocation of funds to the project or project component must be approved in advance by the Commission.

3. CalSTA may change the timeline for the allocation of a project component based on changes in project delivery needs. These changes will be communicated in updates to the Program. The Commission may grant the extension of a deadline for award of a contract, for expenditures for project development or right-of-way, for project completion, and for project reimbursement. The Commission may grant a deadline extension if it finds that an unforeseen and extraordinary circumstance beyond the control of the agency has occurred that justifies the extension. The extension will not exceed the period of delay directly attributable to the extraordinary circumstance, and in no event will be longer than 20 months.

All requests for project delivery deadline time extensions shall follow the Caltrans time extension process in order to be included in the Commission’s agenda. The extension request should describe the specific circumstance that justifies the extension and identify the delay directly attributable to that circumstance.

Caltrans will review all time extension requests and make a recommendation to the Commission for approval.

4. Caltrans is responsible for managing the cash flow needed to match the Transit and Intercity Rail Capital Program’s resources to projects or project components that have received Commission allocations, in accordance with the terms of CalSTA delegated authority and approval.

5. After allocation, Caltrans is responsible for managing project delivery and reimbursements in cooperation with the implementing agencies, in accordance with the terms of CalSTA delegated authority and approval.
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City of Richmond
Master Agreement No. 64RichmondMA
Program Supplement No. 04RichmondPS

APPENDIX B
RECIPIENT’S RESOLUTION
Revised as of 9/22/20 Page 31
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Transit and Intercity Rail Capital Program 2023 Awards